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, 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 October 31, 2019 and January 31, 2019 (after the elimination of intercompany balances and transactions). Condensed Consolidated Balance Sheet as of October 31, 2019 : (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 4,672 $ — $ — $ 4,672 Restricted cash — 1,775 47,472 — 49,247 Customer accounts receivable, net of allowances — 476,144 190,778 — 666,922 Other accounts receivable — 66,748 — — 66,748 Inventories — 247,614 — — 247,614 Other current assets — 14,153 10,181 (11,785 ) 12,549 Total current assets — 811,106 248,431 (11,785 ) 1,047,752 Investment in and advances to subsidiaries 835,653 88,196 — (923,849 ) — Long-term portion of customer accounts receivable, net of allowances — 374,126 286,395 — 660,521 Property and equipment, net — 172,341 — — 172,341 Operating lease right-of-use assets — 240,879 — — 240,879 Deferred income taxes 22,908 — — — 22,908 Other assets — 12,424 — — 12,424 Total assets $ 858,561 $ 1,699,072 $ 534,826 $ (935,634 ) $ 2,156,825 Liabilities and Stockholders’ Equity Current liabilities: Current maturities of debt and financing lease obligations $ — $ 607 $ — $ — $ 607 Accounts payable — 85,908 — — 85,908 Accrued expenses 4,800 70,939 3,455 (2,417 ) 76,777 Operating lease liability - current — 38,541 — — 38,541 Other current liabilities — 17,646 2,720 (9,368 ) 10,998 Total current liabilities 4,800 213,641 6,175 (11,785 ) 212,831 Operating lease liability - non current — 322,248 — — 322,248 Long-term debt and financing lease obligations 223,384 303,061 438,618 — 965,063 Other long-term liabilities — 24,469 1,837 — 26,306 Total liabilities 228,184 863,419 446,630 (11,785 ) 1,526,448 Total stockholders’ equity 630,377 835,653 88,196 (923,849 ) 630,377 Total liabilities and stockholders’ equity $ 858,561 $ 1,699,072 $ 534,826 $ (935,634 ) $ 2,156,825 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 October 31, 2019 : (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 280,122 $ — $ — $ 280,122 Finance charges and other revenues — 56,758 40,828 — 97,586 Servicing fee revenue — 7,778 — (7,778 ) — Total revenues — 344,658 40,828 (7,778 ) 377,708 Costs and expenses: Cost of goods sold — 170,453 — — 170,453 Selling, general and administrative expense — 125,402 7,984 (7,778 ) 125,608 Provision for bad debts — 26,973 15,613 — 42,586 Charges and credits — 3,837 — — 3,837 Total costs and expenses — 326,665 23,597 (7,778 ) 342,484 Operating income — 17,993 17,231 — 35,224 Interest expense 4,444 3,918 6,689 — 15,051 Income (loss) before income taxes (4,444 ) 14,075 10,542 — 20,173 Provision (benefit) for income taxes (1,101 ) 3,575 2,556 — 5,030 Net income (loss) (3,343 ) 10,500 7,986 — 15,143 Income from consolidated subsidiaries 18,486 7,986 — (26,472 ) — Consolidated net income $ 15,143 $ 18,486 $ 7,986 $ (26,472 ) $ 15,143 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 (loss) — 46,394 (10,921 ) — 35,473 Interest expense 4,448 2,106 8,544 — 15,098 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 Nine Months Ended October 31, 2019 : (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 848,163 $ — $ — $ 848,163 Finance charges and other revenues — 164,110 120,006 — 284,116 Servicing fee revenue — 25,476 — (25,476 ) — Total revenues — 1,037,749 120,006 (25,476 ) 1,132,279 Costs and expenses: Cost of goods sold — 509,746 — — 509,746 Selling, general and administrative expense — 370,407 26,075 (25,476 ) 371,006 Provision for bad debts — 71,312 61,056 — 132,368 Charges and credits — 3,142 — — 3,142 Total costs and expenses — 954,607 87,131 (25,476 ) 1,016,262 Operating income — 83,142 32,875 — 116,017 Interest expense 13,330 9,842 20,772 — 43,944 Income (loss) before income taxes (13,330 ) 73,300 12,103 — 72,073 Provision (benefit) for income taxes (3,227 ) 17,744 2,930 — 17,447 Net income (loss) (10,103 ) 55,556 9,173 — 54,626 Income from consolidated subsidiaries 64,729 9,173 — (73,902 ) — Consolidated net income $ 54,626 $ 64,729 $ 9,173 $ (73,902 ) $ 54,626 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 Cash Flows for the Nine Months Ended October 31, 2019 : (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ 25,217 $ 50,692 $ 16,620 $ — $ 92,529 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 — (48,324 ) — — (48,324 ) Proceeds from asset dispositions — 724 — — 724 Investment in subsidiary — (33,019 ) — 33,019 — Net cash used in investing activities — (80,619 ) — 33,019 (47,600 ) Cash flows from financing activities: Proceeds from issuance of asset-backed notes — — 381,790 — 381,790 Payments on asset-backed notes — — (351,424 ) — (351,424 ) Borrowings from revolving credit facility — 1,247,195 — — 1,247,195 Contribution from subsidiary 33,019 — — (33,019 ) — Payments on revolving credit facility — (1,215,395 ) — — (1,215,395 ) Payments of debt issuance costs and amendment fees — (62 ) (3,354 ) — (3,416 ) Payments on warehouse facility — — (53,635 ) — (53,635 ) Proceeds from stock issued under employee benefit plans 835 — — — 835 Tax payments associated with equity-based compensation transactions — (2,009 ) — — (2,009 ) Payment for share repurchases (59,071 ) — — — (59,071 ) Other — (817 ) — — (817 ) Net cash provided by (used in) financing activities (25,217 ) 28,912 (26,623 ) (33,019 ) (55,947 ) Net change in cash, cash equivalents and restricted cash — (1,015 ) (10,003 ) — (11,018 ) Cash, cash equivalents and restricted cash, beginning of period — 7,462 57,475 — 64,937 Cash, cash equivalents and restricted cash, end of period $ — $ 6,447 $ 47,472 $ — $ 53,919 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 |