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, 2019 and January 31, 2019 , 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 condensed 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, 2019 and January 31, 2019 (after the elimination of intercompany balances and transactions). Condensed Consolidated Balance Sheet as of July 31, 2019 : (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 7,563 $ — $ — $ 7,563 Restricted cash — 1,775 66,444 — 68,219 Customer accounts receivable, net of allowances — 391,295 273,685 — 664,980 Other accounts receivable — 67,056 — — 67,056 Inventories — 213,513 — — 213,513 Other current assets — 9,935 8,874 (8,098 ) 10,711 Total current assets — 691,137 349,003 (8,098 ) 1,032,042 Investment in and advances to subsidiaries 834,864 148,049 — (982,913 ) — Long-term portion of customer accounts receivable, net of allowances — 288,651 365,180 — 653,831 Property and equipment, net — 174,225 — — 174,225 Operating lease right-of-use assets — 248,707 — — 248,707 Deferred income taxes 25,612 — — — 25,612 Other assets — 11,808 — — 11,808 Total assets $ 860,476 $ 1,562,577 $ 714,183 $ (991,011 ) $ 2,146,225 Liabilities and Stockholders’ Equity Current liabilities: Current maturities of debt and financing lease obligations $ — $ 613 $ 1,945 $ — $ 2,558 Accounts payable — 73,205 — — 73,205 Accrued expenses 686 83,754 4,465 (3,196 ) 85,709 Operating lease liability - current — 33,398 — — 33,398 Other current liabilities — 13,783 2,346 (4,900 ) 11,229 Total current liabilities 686 204,753 8,756 (8,096 ) 206,099 Operating lease liability - non current — 331,010 — — 331,010 Long-term debt and financing lease obligations 223,055 168,290 554,636 — 945,981 Other long-term liabilities — 23,660 2,740 — 26,400 Total liabilities 223,741 727,713 566,132 (8,096 ) 1,509,490 Total stockholders’ equity 636,735 834,864 148,051 (982,915 ) 636,735 Total liabilities and stockholders’ equity $ 860,476 $ 1,562,577 $ 714,183 $ (991,011 ) $ 2,146,225 Deferred income taxes related to tax attributes of the Guarantors and Non-Guarantor Subsidiaries are reflected under Conn’s, Inc. Condensed Consolidated Balance Sheet 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 allowances — 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 financing 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 financing 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 Guarantor Subsidiaries and Non-Guarantor Subsidiaries are reflected under Conn’s, Inc. Condensed Consolidated Statement of Income for the Three Months Ended July 31, 2019 : (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 306,062 $ — $ — $ 306,062 Finance charges and other revenues — 43,327 51,670 — 94,997 Servicing fee revenue — 8,865 — (8,865 ) — Total revenues — 358,254 51,670 (8,865 ) 401,059 Costs and expenses: Cost of goods sold — 182,065 — — 182,065 Selling, general and administrative expense — 125,549 10,800 (8,865 ) 127,484 Provision for bad debts — 20,355 29,381 — 49,736 Total costs and expenses — 327,969 40,181 (8,865 ) 359,285 Operating income — 30,285 11,489 — 41,774 Interest expense 4,443 1,337 8,616 — 14,396 Income (loss) before income taxes (4,443 ) 28,948 2,873 — 27,378 Provision (benefit) for income taxes (1,218 ) 7,979 643 — 7,404 Net income (loss) (3,225 ) 20,969 2,230 — 19,974 Income from consolidated subsidiaries 23,199 2,230 — (25,429 ) — Consolidated net income $ 19,974 $ 23,199 $ 2,230 $ (25,429 ) $ 19,974 Condensed Consolidated Statement of Income 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 Income for the Six Months Ended July 31, 2019 : (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 568,041 $ — $ — $ 568,041 Finance charges and other revenues — 107,352 79,178 — 186,530 Servicing fee revenue — 17,698 — (17,698 ) — Total revenues — 693,091 79,178 (17,698 ) 754,571 Costs and expenses: Cost of goods sold — 339,293 — — 339,293 Selling, general and administrative expense — 245,005 18,091 (17,698 ) 245,398 Provision for bad debts — 44,339 45,443 — 89,782 Charges and credits — (695 ) — — (695 ) Total costs and expenses — 627,942 63,534 (17,698 ) 673,778 Operating income — 65,149 15,644 — 80,793 Interest expense 8,886 5,924 14,083 — 28,893 Income (loss) before income taxes (8,886 ) 59,225 1,561 — 51,900 Provision (benefit) for income taxes (2,126 ) 14,169 374 — 12,417 Net income (loss) (6,760 ) 45,056 1,187 — 39,483 Income from consolidated subsidiaries 46,243 1,187 — (47,430 ) — Consolidated net income $ 39,483 $ 46,243 $ 1,187 $ (47,430 ) $ 39,483 Condensed Consolidated Statement of Income 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 Cash Flows for the Six Months Ended July 31, 2019 : (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (597 ) $ 173,701 $ (83,660 ) $ — $ 89,444 Cash flows from investing activities: Purchase of customer accounts receivables — — (379,200 ) 379,200 — Sale of customer accounts receivables — — 379,200 (379,200 ) — Purchase of property and equipment — (33,330 ) — — (33,330 ) Investment in subsidiary — (33,019 ) — 33,019 — Net cash used in investing activities — (66,349 ) — 33,019 (33,330 ) Cash flows from financing activities: Proceeds from issuance of asset-backed notes — — 381,790 — 381,790 Payments on asset-backed notes — — (234,162 ) — (234,162 ) Borrowings from revolving credit facility — 778,166 — — 778,166 Contribution from subsidiary 33,019 — — (33,019 ) — Payments on revolving credit facility — (881,166 ) — — (881,166 ) Payments of debt issuance costs and amendment fees — (55 ) (3,437 ) — (3,492 ) Payments on warehouse facility — — (51,561 ) — (51,561 ) Proceeds from stock issued under employee benefit plans 597 — — — 597 Tax payments associated with equity-based compensation transactions — (1,781 ) — — (1,781 ) Purchase of treasury stock (33,019 ) — — — (33,019 ) Other — (641 ) — — (641 ) Net cash provided by (used in) financing activities 597 (105,477 ) 92,630 (33,019 ) (45,269 ) Net change in cash, cash equivalents and restricted cash — 1,875 8,970 — 10,845 Cash, cash equivalents and restricted cash, beginning of period — 7,462 57,475 — 64,937 Cash, cash equivalents and restricted cash, end of period $ — $ 9,337 $ 66,445 $ — $ 75,782 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 |