Condensed Financial Statements [Text Block] | 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, 2020 and 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 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, 2020 and 2019 (after the elimination of intercompany balances and transactions). Consolidated Balance Sheets as of January 31, 2020 (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ 5,485 $ — $ — $ 5,485 Restricted cash — 2,156 73,214 — 75,370 Customer accounts receivable, net of allowances — 279,978 393,764 — 673,742 Other accounts receivable — 68,753 — — 68,753 Inventories — 219,756 — — 219,756 Other current assets — 19,452 307 (3,999 ) 15,760 Total current assets — 595,580 467,285 (3,999 ) 1,058,866 Investment in and advances to subsidiaries 832,980 106,517 — (939,497 ) — Long-term portion of customer accounts receivable, net of allowance — 243,307 420,454 — 663,761 Property and equipment, net — 173,031 — — 173,031 Operating lease right-of-use assets — 242,457 — — 242,457 Deferred income taxes 18,599 — — — 18,599 Other assets — 12,055 — — 12,055 Total assets $ 851,579 $ 1,372,947 $ 887,739 $ (943,496 ) $ 2,168,769 Liabilities and Stockholders’ Equity Current liabilities: Current maturities of debt and financing lease obligations $ — $ 605 $ — $ — $ 605 Accounts payable — 48,554 — — 48,554 Accrued expenses 686 60,886 5,517 (3,999 ) 63,090 Operating lease liability - current — 35,390 — — 35,390 Other current liabilities — 10,416 4,215 — 14,631 Total current liabilities 686 155,851 9,732 (3,999 ) 162,270 Operating lease liability - non current — 329,081 — — 329,081 Long-term debt and financing lease obligations 223,713 33,701 768,121 — 1,025,535 Other long-term liabilities — 21,334 3,369 — 24,703 Total liabilities 224,399 539,967 781,222 (3,999 ) 1,541,589 Total stockholders’ equity 627,180 832,980 106,517 (939,497 ) 627,180 Total liabilities and stockholders’ equity $ 851,579 $ 1,372,947 $ 887,739 $ (943,496 ) $ 2,168,769 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, 2020 (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Revenues: Total net sales $ — $ 1,163,235 $ — $ — $ 1,163,235 Finance charges and other revenues — 219,442 161,009 — 380,451 Servicing fee revenue — 38,240 — (38,240 ) — Total revenues — 1,420,917 161,009 (38,240 ) 1,543,686 Costs and expenses: Cost of goods sold — 697,784 — — 697,784 Selling, general and administrative expense — 502,398 38,866 (38,240 ) 503,024 Provision for bad debts — 128,230 76,987 — 205,217 Charges and credits — 3,142 — — 3,142 Total costs and expenses — 1,331,554 115,853 (38,240 ) 1,409,167 Operating income — 89,363 45,156 — 134,519 Interest expense 17,777 11,986 29,344 — 59,107 Loss on extinguishment of debt — 1,094 — — 1,094 Income (loss) before income taxes (17,777 ) 76,283 15,812 — 74,318 Provision (benefit) for income taxes (4,381 ) 18,798 3,897 — 18,314 Net income (loss) (13,396 ) 57,485 11,915 — 56,004 Income from consolidated subsidiaries 69,399 11,915 — (81,314 ) — Consolidated net income $ 56,003 $ 69,400 $ 11,915 $ (81,314 ) $ 56,004 Consolidated Statements of Cash Flows for the year ended January 31, 2020 (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (988 ) $ 366,536 $ (285,482 ) $ — $ 80,066 Cash flows from investing activities: Purchase of customer accounts receivables — — (482,788 ) 482,788 — Sale of customer accounts receivables — — 482,788 (482,788 ) — Purchase of property and equipment — (57,546 ) — — (57,546 ) Proceeds from asset dispositions — 724 — — 724 Investment in subsidiary — (66,290 ) — 66,290 — Net cash used in investing activities — (123,112 ) — 66,290 (56,822 ) Cash flows from financing activities: Proceeds from issuance of asset-backed notes — — 867,750 — 867,750 Payments on asset-backed notes — — (505,442 ) — (505,442 ) Borrowings from Revolving Credit Facility — 1,625,440 — — 1,625,440 Contribution from subsidiary 66,290 — — (66,290 ) — Payments on Revolving Credit Facility — (1,865,069 ) — — (1,865,069 ) Payments of debt issuance costs and amendment fees — (424 ) (7,452 ) — (7,876 ) Payments on warehouse facility — — (53,635 ) — (53,635 ) Proceeds from stock issued under employee benefit plans 988 — — — 988 Tax payments associated with equity-based compensation transactions — (2,216 ) — — (2,216 ) Payment for share repurchases (66,290 ) — — — (66,290 ) Other — (976 ) — — (976 ) Net cash provided by (used in) financing activities 988 (243,245 ) 301,221 (66,290 ) (7,326 ) Net change in cash, cash equivalents and restricted cash — 179 15,739 — 15,918 Cash, cash equivalents and restricted cash, beginning of period — 7,462 57,475 — 64,937 Cash, cash equivalents and restricted cash, end of period $ — $ 7,641 $ 73,214 $ — $ 80,855 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 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 Consolidated Statement 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 Statement 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 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 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 ) Proceeds from asset dispositions — — — — — 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 |
Condensed Consolidated Statement of Cash Flows | Consolidated Statement 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 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 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 ) Proceeds from asset dispositions — — — — — 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 Statements of Cash Flows for the year ended January 31, 2020 (in thousands) Conn’s, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (988 ) $ 366,536 $ (285,482 ) $ — $ 80,066 Cash flows from investing activities: Purchase of customer accounts receivables — — (482,788 ) 482,788 — Sale of customer accounts receivables — — 482,788 (482,788 ) — Purchase of property and equipment — (57,546 ) — — (57,546 ) Proceeds from asset dispositions — 724 — — 724 Investment in subsidiary — (66,290 ) — 66,290 — Net cash used in investing activities — (123,112 ) — 66,290 (56,822 ) Cash flows from financing activities: Proceeds from issuance of asset-backed notes — — 867,750 — 867,750 Payments on asset-backed notes — — (505,442 ) — (505,442 ) Borrowings from Revolving Credit Facility — 1,625,440 — — 1,625,440 Contribution from subsidiary 66,290 — — (66,290 ) — Payments on Revolving Credit Facility — (1,865,069 ) — — (1,865,069 ) Payments of debt issuance costs and amendment fees — (424 ) (7,452 ) — (7,876 ) Payments on warehouse facility — — (53,635 ) — (53,635 ) Proceeds from stock issued under employee benefit plans 988 — — — 988 Tax payments associated with equity-based compensation transactions — (2,216 ) — — (2,216 ) Payment for share repurchases (66,290 ) — — — (66,290 ) Other — (976 ) — — (976 ) Net cash provided by (used in) financing activities 988 (243,245 ) 301,221 (66,290 ) (7,326 ) Net change in cash, cash equivalents and restricted cash — 179 15,739 — 15,918 Cash, cash equivalents and restricted cash, beginning of period — 7,462 57,475 — 64,937 Cash, cash equivalents and restricted cash, end of period $ — $ 7,641 $ 73,214 $ — $ 80,855 |