UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C.  20549 
FORM 10-Q
(Mark One) 
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended OctoberJuly 31, 20162017
 or
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from to .
Commission File Number 001-34956
CONN'S, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1672840
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
   
4055 Technology Forest Blvd, Suite 210, The Woodlands, TX 77381
(Address of principal executive offices) (Zip Code)
 Registrant's telephone number, including area code:  (936) 230-5899
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý  No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ý  No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer"filer," "smaller reporting company," and "smaller reporting"emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerýo Accelerated fileroý
     
Non-accelerated filero(Do not check if a smaller reporting company)Smaller reporting companyo
Emerging growth companyo
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o  No ý
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of November 29, 2016:August 31, 2017: 
Class Outstanding
Common stock, $0.01 par value per share 30,859,25031,206,941

CONN'S, INC. AND SUBSIDIARIES

FORM 10-Q
FOR THE FISCAL QUARTER ENDED OCTOBERJULY 31, 20162017

TABLE OF CONTENTS
    Page No.
PART I. FINANCIAL INFORMATION  
Item 1. Financial Statements  
   
   
   
   
Item 2.  
Item 3.  
Item 4.  
PART II. OTHER INFORMATION  
Item 1.  
Item 1A.  
Item 2.  
Item 3.  
Item 4.  
Item 5.  
Item 6.  
   
This Quarterly Report on Form 10-Q includes our trademarks such as "Conn's," "Conn's HomePlus," "YES Money," "YE$ Money," and our logos, which are protected under applicable intellectual property laws and are the property of Conn's, Inc. This report also contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this Quarterly Report may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names.
Unless the context otherwise indicates, referencesReferences to "Conn's," the "Company," "we," "us," and "our" refer to the consolidated business operations of Conn's, Inc., and, as apparent from the context, its consolidated VIEs,bankruptcy-remote variable-interest entities (“VIEs”), and its wholly-owned subsidiaries.

PART I.FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS
CONN'S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited and in thousands, except per share data)amounts)
October 31,
2016
 January 31,
2016
July 31,
2017
 January 31,
2017
Assets      
Current assets:      
Cash and cash equivalents$59,065
 $12,254
$35,018
 $23,566
Restricted cash (all held by VIEs)130,979
 64,151
86,436
 110,698
Customer accounts receivable, net of allowances (includes balances for VIEs of $620,698 and $390,150, respectively)688,011
 743,931
Customer accounts receivable, net of allowances (includes VIE balance of $430,855 and $529,108, respectively)644,148
 702,162
Other accounts receivable73,206
 95,404
59,401
 69,286
Inventories204,537
 201,969
196,768
 164,856
Income taxes recoverable9,930
 10,774
1,353
 2,150
Prepaid expenses and other current assets13,810
 20,092
14,530
 14,955
Total current assets1,179,538
 1,148,575
1,037,654
 1,087,673
Long-term portion of customer accounts receivable, net of allowances (includes balances for VIEs of $499,542 and $331,254, respectively)619,159
 631,645
Long-term restricted cash (all held by VIEs)35,497
 14,425
Long-term portion of customer accounts receivable, net of allowances (includes VIE balance of $331,642 and $320,382, respectively)601,990
 615,904
Property and equipment, net171,753
 151,483
154,788
 159,202
Deferred income taxes66,910
 70,219
72,435
 71,442
Other assets7,777
 8,953
8,196
 6,913
Total assets$2,080,634
 $2,025,300
$1,875,063
 $1,941,134
Liabilities and Stockholders' Equity 
  
 
  
Current liabilities: 
  
 
  
Current maturities of capital lease obligations$752
 $799
$906
 $849
Accounts payable116,469
 86,797
100,268
 101,612
Accrued compensation and related expenses10,408
 9,337
15,588
 13,325
Accrued expenses41,660
 30,037
38,953
 26,456
Income taxes payable2,435
 2,823
2,138
 3,318
Deferred revenues and other credits21,360
 16,332
20,955
 21,821
Total current liabilities193,084
 146,125
178,808
 167,381
Deferred rent89,294
 74,559
85,538
 87,957
Long-term debt and capital lease obligations (includes balances of VIEs of $1,038,418 and $699,515, respectively)1,259,009
 1,248,879
Long-term debt and capital lease obligations (includes VIE balance of $635,760 and $745,581, respectively)1,060,720
 1,144,393
Other long-term liabilities22,554
 17,456
24,720
 23,613
Total liabilities1,563,941
 1,487,019
1,349,786
 1,423,344
Commitments and contingencies 
  
 
  
Stockholders' equity: 
  
 
  
Preferred stock ($0.01 par value, 1,000 shares authorized; none issued or outstanding)
 

 
Common stock ($0.01 par value, 100,000 shares authorized; 30,856 and 30,630 shares issued, respectively)309
 306
Common stock ($0.01 par value, 100,000 shares authorized; 31,207 and 30,962 shares issued, respectively)312
 310
Additional paid-in capital89,106
 85,209
96,068
 90,276
Retained earnings427,278
 452,766
428,897
 427,204
Total stockholders' equity516,693
 538,281
525,277
 517,790
Total liabilities and stockholders' equity$2,080,634
 $2,025,300
$1,875,063
 $1,941,134
See notes to condensed consolidated financial statements.

CONN'S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and in thousands, except per share amounts)
Three Months Ended 
 October 31,
 Nine Months Ended 
 October 31,
Three Months Ended 
 July 31,
 Six Months Ended 
 July 31,
2016 2015 2016 20152017 2016 2017 2016
Revenues:              
Product sales$278,056
 $293,122
 $864,269
 $858,487
$259,593
 $299,723
 $510,955
 $586,213
Repair service agreement commissions26,354
 26,038
 82,849
 77,590
23,519
 28,310
 48,215
 56,495
Service revenues3,623
 3,474
 11,456
 9,982
3,301
 3,966
 6,528
 7,833
Total net sales308,033
 322,634
 958,574
 946,059
286,413
 331,999
 565,698
 650,541
Finance charges and other revenues68,740
 72,599
 205,469
 210,300
80,234
 66,158
 156,775
 136,729
Total revenues376,773
 395,233
 1,164,043
 1,156,359
366,647
 398,157
 722,473
 787,270
Costs and expenses: 
  
     
  
    
Cost of goods sold192,374
 202,901
 605,709
 592,495
172,306
 208,869
 344,256
 413,335
Selling, general and administrative expenses114,457
 113,668
 347,550
 314,175
111,632
 119,846
 218,169
 233,093
Provision for bad debts51,564
 58,208
 169,978
 157,397
49,449
 60,196
 105,379
 118,414
Charges and credits1,987
 2,540
 5,408
 4,172
4,068
 2,895
 5,295
 3,421
Total costs and expenses360,382
 377,317
 1,128,645
 1,068,239
337,455
 391,806
 673,099
 768,263
Operating income16,391
 17,916
 35,398
 88,120
29,192
 6,351
 49,374
 19,007
Interest expense23,470
 19,702
 73,504
 39,185
20,039
 24,138
 44,047
 50,034
Loss on extinguishment of debt
 1,367
 
 1,367
2,097
 
 2,446
 
Income (loss) before income taxes(7,079) (3,153) (38,106) 47,568
7,056
 (17,787) 2,881
 (31,027)
Provision (benefit) for income taxes(3,264) (732) (12,618) 17,774
2,783
 (5,863) 1,188
 (9,354)
Net income (loss)$(3,815) $(2,421) $(25,488) $29,794
$4,273
 $(11,924) $1,693
 $(21,673)
Earnings (loss) per share: 
  
    
Income (loss) per share: 
  
    
Basic$(0.12) $(0.07) $(0.83) $0.82
$0.14
 $(0.39) $0.05
 $(0.71)
Diluted$(0.12) $(0.07) $(0.83) $0.81
$0.14
 $(0.39) $0.05
 $(0.71)
Weighted average common shares outstanding: 
  
     
  
    
Basic30,816
 35,704
 30,737
 36,175
31,094
 30,731
 31,034
 30,696
Diluted30,816
 35,704
 30,737
 36,694
31,435
 30,731
 31,292
 30,696
See notes to condensed consolidated financial statements.

CONN'S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)
Nine Months Ended October 31,Six Months Ended July 31,
2016 20152017 2016
Cash flows from operating activities:      
Net income (loss)$(25,488) $29,794
$1,693
 $(21,673)
Adjustments to reconcile net income (loss) to net cash from operating activities: 
  
 
  
Depreciation21,209
 16,400
15,356
 13,773
Impairments of long-lived assets1,980
 
Loss from retirement of leasehold improvement
 1,385
Amortization of debt issuance costs19,164
 7,048
8,578
 13,812
Provision for bad debts and uncollectible interest200,349
 184,297
125,491
 133,084
Loss on extinguishment of debt
 1,367
2,446
 
Stock-based compensation expense3,928
 2,961
4,188
 2,886
Excess tax benefits from stock-based compensation(1) (479)
Charges, net of credits, for store and facility closures954
 637
Charges, net of credits, for facility closures388
 
Deferred income taxes3,309
 (12,944)(992) (700)
Gain on sale of property and equipment(259) (1,303)(371) (180)
Tenant improvement allowances received from landlords23,674
 12,866
1,997
 18,860
Change in operating assets and liabilities: 
  
 
  
Customer accounts receivable(131,943) (285,007)(53,563) (78,096)
Other accounts receivable13,281
 (10,260)8,537
 5,751
Inventories(2,568) (79,085)(31,912) 10,327
Other assets1,483
 (551)127
 (1,213)
Accounts payable32,342
 58,790
(3,060) 28,831
Accrued expenses11,542
 687
13,792
 6,823
Income taxes(355) 11,612
(383) (10,489)
Deferred rent, revenues and other credits10,410
 (2,124)(1,771) 8,758
Net cash provided by (used in) operating activities183,011
 (65,294)
Net cash provided by operating activities90,541
 131,939
Cash flows from investing activities: 
  
 
  
Purchase of property and equipment(41,804) (46,667)(6,135) (32,020)
Proceeds from sale of property686
 5,609

 686
Net cash used in investing activities(41,118) (41,058)(6,135) (31,334)
Cash flows from financing activities: 
  
 
  
Proceeds from issuance of asset-backed notes1,067,850
 1,118,000
469,814
 493,540
Payments on asset-backed notes(736,266) (184,349)(583,299) (537,819)
Changes in restricted cash balances(87,900) (97,924)24,262
 (17,406)
Borrowings from revolving credit facility529,352
 277,081
844,941
 405,378
Payments on revolving credit facility(858,559) (805,193)(822,441) (435,085)
Repurchase of senior notes
 (22,965)
Payment of debt issuance costs and amendment fees(9,775) (31,871)(7,595) (6,089)
Repurchase of common stock
 (51,680)
Proceeds from stock issued under employee benefit plans824
 2,034
1,905
 618
Excess tax benefits from stock-based compensation1
 479
Other(609) (412)(541) (461)
Net cash provided by (used in) financing activities(95,082) 203,200
Net cash used in financing activities(72,954) (97,324)
Net change in cash and cash equivalents46,811
 96,848
11,452
 3,281
Cash and cash equivalents, beginning of period12,254
 12,223
23,566
 12,254
Cash and cash equivalents, end of period$59,065
 $109,071
$35,018
 $15,535
Non-cash investing and financing activities:      
Capital lease asset additions and related obligations$
 $2,187
$3,196
 $
Property and equipment purchases not yet paid$1,805
 $2,391
$2,796
 $6,476
Supplemental cash flow data:      
Cash interest paid$53,074
 $29,200
$33,817
 $38,403
Cash income taxes paid (refunded), net$(15,624) $21,393
$2,563
 $1,816
See notes to condensed consolidated financial statements.

CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.     Summary of Significant Accounting Policies 
Business. Business. Conn's, Inc., a Delaware corporation, is a holding company with no independent assets or operations other than its investments in its subsidiaries. References to “we,” “our,” “us,” “the Company,” “Conn’s” or “CONN” refer to Conn’s Inc. and, as apparent from the context, its subsidiaries. Conn's is a leading specialty retailer that offers a broad selection of quality, branded durable consumer goods and related services in addition to a proprietary credit solutionsolutions for its core credit constrainedcredit-constrained consumers. We operate an integrated and scalable business through our retail stores and website. Our complementary product offerings include furniture and mattresses, home appliances, consumer electronics and home office products from leading global brands across a wide range of price points. Our credit offering provides financing solutions to a large, under-served population of credit constrainedcredit-constrained consumers who typically have limited banking options.credit alternatives.
We operate two reportable segments: retail and credit. Our retail stores bear the "Conn's" or "Conn's HomePlus" name with all of our stores providing the same products and services to a common customer group. Our stores follow the same procedures and methods in managing their operations. Our retail business and credit business are operated independently from each other. The credit segment is dedicated to providing short- and medium-term financing forto our retail customers. The retail segment is not involved in credit approval decisions. Our management evaluates performance and allocates resources based on the operating results of the retail and credit segments.
Basis of Presentation. The accompanying unaudited, condensed consolidated financial statements of Conn's, Inc. and its wholly-owned subsidiaries, including the VIEs (as defined below), have been prepared by management in accordance with accounting principles generally accepted in the United States ("GAAP") and prevailing industry practice for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, we do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The accompanying financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal recurring nature. The condensed consolidated financial position, results of operations and cash flows for these interim periods are not necessarily indicative of the results that may be expected in future periods. The balance sheet at January 31, 20162017 has been derived from the audited financial statements at that date. The financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2016,2017, filed with the United States Securities and Exchange Commission (the "SEC"“SEC”) on March 29, 2016.
Variable Interest Entities. In September 2015, we securitized $1.4 billion of customer accounts receivables by transferring the receivables to a bankruptcy-remote variable-interest entity (the "2015 VIE"). The 2015 VIE issued asset-backed notes at a face amount of $1.12 billion secured by the transferred portfolio balance, which resulted in net proceeds to us of approximately $1.08 billion, net of transaction costs and restricted cash held by the 2015 VIE. The net proceeds were used to pay down the outstanding balance on our revolving credit facility, to repurchase shares of the Company's common stock and Senior Notes, and for other general corporate purposes.
In March 2016, we securitized $705.1 million of customer accounts receivables by transferring the receivables to a separate bankruptcy-remote variable-interest entity (the "2016-A VIE"). The 2016-A VIE issued two classes of asset-backed notes at a total face amount of $493.5 million secured by the transferred customer accounts receivables. This resulted in net proceeds to us of approximately $478.0 million, net of transaction costs and restricted cash held by the 2016-A VIE. In October 2016, the 2016-A VIE issued a third class of asset-backed notes at a total face amount of $70.5 million also secured by the same customer accounts receivables that were transferred in March 2016. This resulted in net proceeds to us of approximately $71.6 million, including debt premium and net of transaction costs. The net proceeds from the issued asset-backed notes were used to pay down the outstanding balance on our revolving credit facility and for other general corporate purposes.
In October 2016, we securitized $699.7 million of customer accounts receivables by transferring the receivables to a new bankruptcy-remote variable-interest entity (the "2016-B VIE" or together with the 2015 VIE and the 2016-A VIE, the "VIEs"). The 2016-B VIE issued two classes of asset-backed notes at a total face amount of $503.8 million secured by the transferred customer accounts receivables. This resulted in net proceeds to us of approximately $488.5 million, net of transaction costs and restricted cash held by the 2016-B VIE. The net proceeds were used to pay down the outstanding balance on our revolving credit facility and for other general corporate purposes.
We currently hold the residual equity for each of the VIEs as well as a third class of asset-backed notes of the 2016-B VIE, of which we may elect to retain all or a portion of these interests if that is determined to be in our best economic interest. In addition, we retain the servicing of the securitized portfolios. We determined that we have a variable interest in both VIEs and we are the primary beneficiary because (i) our servicing responsibilities for the securitized portfolios give us the power to direct the activities that most significantly impact the performance of the VIEs, and (ii) our variable interest in the VIEs gives us the obligation to absorb losses and the right to receive residual returns that could potentially be significant. As a result, so long as we hold all or a significant portion of the residual equity of the VIEs and the third class of asset-backed notes of the 2016-B VIE, we will consolidate the VIEs within our financial statements. If we sell all or a significant portion of our interest, we will assess if the transaction
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


achieves sale treatment for accounting purposes, which may result in deconsolidation of any or all of the VIEs. There is no assurance that we will complete a sale of all or a portion of our interest in the VIEs, and there is no assurance we will achieve sale treatment. As a result, we have determined that the securitized portfolios do not meet the criteria for treatment as an asset held for sale, which would require recording at the lower of cost, net of allowances, or fair value. We have not made an adjustment to the customer accounts receivable balance as a result of the transaction or in anticipation of any gain or loss that may occur should a sale of our interest in the VIEs be completed.
Principles of Consolidation. The consolidated financial statements include the accounts of Conn's, Inc. and its wholly-owned subsidiaries, including the VIEs. Conn's, Inc., a Delaware corporation, is a holding company with no independent assets or operations other than its investments in its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.April 4, 2017.
Fiscal Year.Our fiscal year ends on January 31. References to a fiscal year refer to the calendar year in which the fiscal year ends.
Accounting Policies. Principles of Consolidation. The complete summary of significant accounting policies is included in the notes to the consolidated financial statements as presentedinclude the accounts of Conn's, Inc. and its wholly-owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation. 
Variable Interest Entities. Variable interest entities ("VIEs") are consolidated if the Company is the primary beneficiary. The primary beneficiary of a VIE is the party that has (i) the power to direct the activities that most significantly impact the performance of the VIE and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.
We securitize customer accounts receivables by transferring the receivables to various bankruptcy-remote VIEs. We retain the servicing of the securitized portfolio and have a variable interest in each corresponding VIE by holding the residual equity. We have determined that we are the primary beneficiary of each respective VIE because (i) our Annual Report on Form 10-Kservicing responsibilities for the fiscal year ended January 31, 2016. securitized portfolio give us the power to direct the activities that most significantly impact the performance of the VIE and (ii) our variable interest in the VIE gives us the obligation to absorb losses and the right to receive residual returns that potentially could be significant. As a result, we consolidate the respective VIEs within our consolidated financial statements.
Refer to Note 6, Debt and Capital Lease Obligations, and Note 8, Variable Interest Entities, for additional information.
Use of Estimates.Estimates. The preparation of financial statements in conformityaccordance with accounting principles generally accepted in the United StatesGAAP requires management to make estimatesinformed judgments and assumptionsestimates that affect the reported amounts reportedof assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Changes in the financial statementsfacts and accompanying notes. Actualcircumstances or additional information may result in revised estimates, and actual results couldmay differ, even significantly, from these estimates. Management evaluates its estimates and related assumptions regularly, including those estimates. Therelated to the allowance for doubtful accounts, allowances for no-interest option credit programs and deferred interest, which are particularly sensitive given the size of our customer portfolio balance. During the
Cash and Cash Equivalents. Cash and cash equivalents include cash, credit card deposits in-transit, and highly liquid debt instruments purchased with a maturity of three months endedor less. Cash and cash equivalents include credit card deposits in-transit of $3.2 million and $2.4 million, as of July 31, 2016, we revised our methods for calculating these estimates2017 and recorded the following adjustments as a result of changes to our estimates:
Allowance for doubtful accounts – We adjusted our allowances for doubtful accounts in two respects in connection with changes in estimates to our sales tax recovery for charged-off accounts. First, we revised our estimate of the amount of sales tax recovery for previously charged-off accounts that we expect to claim with particular taxing jurisdictions, based on updated financial information. We reduced our sales tax receivable by $3.9 million, which resulted in higher net charge-offs and an increase to our provision for bad debts. Second, we updated our estimate of the amount of sales tax recovery associated with expected charge-offs over the next twelve months in estimating our allowance for doubtful accounts and recorded an additional allowance of $1.1 million with an increase in our provision for bad debts.
Allowances for no-interest option credit programs – We revised our estimate of the interest income to be waived for customers that we expect will comply with our no-interest option credit programs based on specific customer loan information rather than information from pooled loans by origination. We recorded an increase in the allowance for no-interest option credit programs of $4.7 million with a corresponding decrease in interest income and fees.
Deferred interest – We revised our estimate of the timing of the benefit we recognize to interest income related to our assumptions regarding future prepayments based on our historical experience of the timing of expected prepayments over the remaining life of pooled loans. We changed our estimate to consider a greater number of pools based on origination terms and recorded an increase in deferred interest of $3.5 million with a corresponding decrease in interest income and fees.
Earnings per Share. Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share include the potential dilutive effects of any stock-based awards, which is calculated using the treasury-stock method. The following table sets forth the shares outstanding used for the earnings per share calculations:
 Three Months Ended 
 October 31,
 Nine Months Ended 
 October 31,
(in thousands)2016 2015 2016 2015
Weighted average common shares outstanding - Basic30,816
 35,704
 30,737
 36,175
Dilutive effect of stock based awards
 
 
 519
Weighted average common shares outstanding - Diluted30,816
 35,704
 30,737
 36,694
For the three months ended OctoberJanuary 31, 2016 and 2015, the weighted average number of shares from stock based awards not included in the calculation due to their anti-dilutive effect was approximately 1.2 million and 0.9 million shares,2017, respectively. For the nine months ended October 31, 2016 and 2015, the weighted average number of shares from stock based awards not included in the calculation due to their anti-dilutive effect was approximately 1.2 million and 0.2 million shares, respectively.
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Restricted Cash.The restricted cash balance as of OctoberJuly 31, 20162017 and January 31, 20162017 includes $131.0$58.7 million and $64.2$75.2 million, respectively, of cash we collected as servicer on the securitized receivables that was subsequently remitted to the VIEs and $35.5$27.7 million and $14.4$35.5 million, respectively, of cash held by the VIEs as additional collateral for the asset-backed notes.
Customer accounts receivable.  Customer accounts receivable reported in the consolidated balance sheet includes total receivables managed, including both those transferred to the VIEs and those receivables not transferred to the VIEs. Customer accounts receivable are originatedrecognized at the time of sale and deliverythe customer takes possession of the various products and services.product. Based on contractual terms, we record the amount of principal and accrued interest on customer receivables that is expected to be collected within the next twelve months in current assets with the remaining balance in long-term assets on the consolidated balance sheet. Customer accounts receivable is presentedinclude the net of unamortized deferred fees charged to customers and origination costs. Customer receivables are considered delinquent if a payment has not been received on the scheduled due date. Accounts that are delinquent more than 209 days as of the end of a month are charged-off against the allowance for doubtful accounts along with interest accrued subsequent to the last payment.
In an effort to mitigate losses on our accounts receivable, we may make loan modifications to a borrower experiencing financial difficulty. In our role as servicer,we may also make modifications to loans held by the VIEs. The loan modifications are intended to maximize net cash flow after expenses and avoid the need to repossess collateral or exercise legal remedies available to us. We may extend or "re-age" a portion of our customer accounts, which involveinvolves modifying the payment terms to defer a portion of the cash payments due. Our re-aging of customer accounts does not change the interest rate or the total amount due from the customer and typically does not reduce the monthly contractual payments. To a much lesser extent, we may provide the customer the ability to re-age their obligation by refinancing the account, which does not change the interest rate or the total amount due from the customer but does reduce the monthly contractual payments and extendsextend the term. We consider accounts that have been re-aged in excess of three months or refinanced as Troubled Debt Restructurings ("TDR" or "Restructured Accounts").
Allowance for doubtful accounts. We establish an allowance for doubtful accounts, including estimated uncollectible interest, to cover probable and estimable losses on our customer accounts receivable resulting from the failure of customers to make contractual payments. Our customer portfolio balance consists of a large number of relatively small, homogeneous accounts. None of our accounts are large enough to warrant individual evaluation for impairment.
We record an allowance for doubtful accounts for our non-TDR customer accounts receivable that we expect to charge-off over the next twelve months based on our historical cash collection and net loss experience. In addition to pre-charge-off cash collections and charge-off information, estimates of post-charge-off recoveries, including cash payments from customers, amounts realized from the repossession of the products financed, sales tax recoveries from taxing jurisdictions, and payments received under credit insurance policies are also considered.
We determine allowances for those accounts that are TDR based on the discounted present value of cash flows expected to be collected over the life of those accounts. The excess of the carrying amount over the discounted cash flow amount is recorded as an allowance for loss on those accounts.
Interest income on customer accounts receivable.receivableInterest income, which includes interest income and amortization of deferred fees and origination costs, is recorded using the effective interest method and is reflected in finance charges and other revenues. Typically, interest income is recorded until the customer account is paid off or charged-off, and we provide an allowance for estimated uncollectible interest. Any contractual interest income received from customers in excess of the interest income calculated using the effective interest method is recorded as deferred revenue on our balance sheets. Our calculation of interest income for customers with similar financing arrangements for which the timing and amount of prepayments can be reasonably estimated includes an estimate of the benefit from future prepayments based on our historical experience. At OctoberJuly 31, 20162017 and January 31, 2016,2017, there were $12.5was $13.5 million and $5.2$13.7 million, respectively, of deferred interest included in deferred revenues and other credits and other long-term liabilities. The deferred interest will ultimately be brought into income as the accounts pay off or charge-off.
We offer 12- and12-and 18-month cash-option, no-interest financeoption programs. If the customer is delinquent in making a scheduled monthly payment or does not repay the principal in full by the end of the no-interest option program period (grace periods are provided), the account does not qualify for the no-interest provision and none of the interest earned is waived. Interest income is recognized based on estimated accrued interest earned to date on all no-interest option finance programs with an offsetting reserve for those customers expected to satisfy the requirements of the program based on our historical experience.
We previously offered 18- and 24-month equal-payment, no-interest finance programs to certain higher credit quality borrowers. If a customer is delinquent in making a scheduled monthly payment (grace periods are provided), the account begins accruing interest based on the contract rate from the date of the last payment made.
No-interest option finance programs with terms greater than 12 months are discounted to their present value at origination, resulting in a reduction in sales and customer receivables, and the discount amount is amortized into finance charges and other revenues over the term of the contract.
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


We recognize interest income on TDR accounts using the interest income method, which requires reporting interest income equal to the increase in the net carrying amount of the loan attributable to the passage of time. Cash proceeds and other adjustments are applied to the net carrying amount such that it equals the present value of expected future cash flows.
We typically only place accounts in non-accrual status when legally required. Payments received on non-accrual loans will be applied to principal and reduce the amount of the loan. Interest accrual is resumed on those accounts once a legally-mandated settlement arrangement is reached or other payment arrangements are made with the customer. At OctoberJuly 31, 20162017 and January 31, 2016,2017, customer receivables carried in non-accrual status were $26.2$49.2 million and $20.6$22.9 million, respectively. At OctoberJuly 31, 20162017 and January 31, 2016,2017, customer receivables that were past due 90 days or more and still accruing interest totaled $121.6$84.9 million and $115.1$124.0 million, respectively. The shift in the customer receivables balance from 90 days or more and still accruing interest to customer receivables in non-accrual status is primarily due to the increased use of third-party collection agencies to support our internal collection efforts. At July 31, 2017 and January 31, 2017, customer receivables in a bankruptcy status that are less than 60 days past due of $15.2 million and $19.5 million, respectively, are included within the customer receivables carried in non-accrual status balance.
Allowance for doubtful accounts. The determination of the amount of the allowance for bad debts is, by nature, highly complex and subjective. Future events that are inherently uncertain could result in material changes to the level of the allowance for bad debts. General economic conditions, changes to state or federal regulations and a variety of other factors that affect the ability of borrowers’ to service their debts or our ability to collect will impact the future performance of the portfolio.   
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


We establish an allowance for doubtful accounts, including estimated uncollectible interest, to cover probable and estimable losses on our customer accounts receivable resulting from the failure of customers to make contractual payments. Our customer portfolio balance consists of a large number of relatively small, homogeneous accounts. None of our accounts are large enough to warrant individual evaluation for impairment.
We record an allowance for doubtful accounts on our non-TDR customer accounts receivable that we expect to charge-off over the next 12 months based on historical gross charge-off rates over the last 24 months. During the three months ended July 31, 2017, we began to incorporate an adjustment to historical gross charge-off rates for a scaled factor of the year-over-year change in six month average first payment default rates and the year-over-year change in the balance of customer accounts receivable that are 60 days or more past due.  In addition to adjusted historical gross charge-off rates, estimates of post-charge-off recoveries, including cash payments from customers, amounts realized from the repossession of the products financed, sales tax recoveries from taxing jurisdictions, and payments received under credit insurance policies are also considered.               
Qualitative adjustments are made to the allowance for bad debts when, based on management’s judgment, there are internal or external factors impacting probable incurred losses not taken into account by the quantitative calculations. These qualitative considerations are based on the following factors: changes in lending policies and procedures, changes in economic and business conditions, changes in the nature and volume of the portfolio, changes in lending management, changes in credit quality statistics, changes in the quality of the loan review system, changes in the value of underlying collateral, changes in concentrations of credit, and other internal or external factor changes. We utilize an economic qualitative adjustment based on changes in unemployment rates if current unemployment rates in our markets are worse than they were on average over the last 24 months.  We also qualitatively limit the impact of changes in first payment default rates and changes in delinquency when those changes result in a decrease to the allowance for bad debts based on a measure of the dispersion of historical charge-off rates.  The impact of the changes in first payment default rates and changes in delinquency balance adjustments implemented during the second quarter, net of qualitative adjustments, was a reduction to the allowance for doubtful accounts of $4.4 million.  
We determine allowances for those accounts that are TDR based on the discounted present value of cash flows expected to be collected over the life of those accounts based primarily on the performance of TDR loans over the last 24 months.  The cash flows are discounted based on the weighted-average effective interest rate of the TDR accounts. The excess of the carrying amount over the discounted cash flow amount is recorded as an allowance for loss on those accounts.
Debt Issuance Costs. Costs that are direct and incremental to debt issuance are deferred and amortized to interest expense using the effective interest method over the expected life of the debt.  All other costs related to debt issuance are expensed as incurred. We present debt issuance costs associated with long-term debt as a reduction of the carrying amount of the debt. Unamortized costs related to the revolving credit facility were $6.7 million and $5.7 million as of July 31, 2017 and January 31, 2017, respectively, and were included in other assets on our consolidated balance sheet.
Income Taxes. For the ninesix months ended OctoberJuly 31, 2017 and 2016 we utilized the estimated annual effective tax rate based on our estimated fiscal year 2018 and 2017 pre-tax income, respectively, in determining income tax expense rather than the actual effective tax rate (discrete method), which we used forexpense.
Stock-based compensation. During the three months ended April 30,July 31, 2017, the Company granted 72,012 performance stock awards ("PSUs") and 318,806 restricted stock awards (“RSUs") with an aggregate grant date fair value of $6.8 million. During the six months ended July 31, 2017, the Company granted 501,012 PSUs and 643,293 RSUs with an aggregate grant date fair value of $14.5 million. During the three months ended July 31, 2016, based on our updated estimatedthe Company granted 131,759 PSUs and 319,454 RSUs with an aggregate grant date fair value of $4.8 million. During the six months ended July 31, 2016, the Company granted 131,759 PSUs and 328,827 RSUs with an aggregate grant date fair value of $4.9 million. The majority of the PSUs issued during the six months ended July 31, 2017 will vest, if at all, upon the certification, after the Company’s fiscal year 2020, by the compensation committee of the satisfaction of the annual and cumulative Earnings Before Interest, Taxes, Depreciation and Amortization performance conditions over the three fiscal years commencing with the Company’s fiscal year 2018. The majority of the RSUs issued during the six months ended July 31, 2017 pre-tax income.will vest, if at all, over periods of three to five years from the date of grant. For the three months ended July 31, 2017 and 2016, stock-based compensation expense was $3.6 million and $1.3 million, respectively. For the six months ended July 31, 2017 and 2016, stock-based compensation expense was $5.2 million and $2.6 million, respectively.
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Earnings per Share. Basic earnings per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings per share includes the dilutive effects of any stock options and restricted stock units granted, which is calculated using the treasury-stock method. The following table sets forth the shares outstanding for the earnings per share calculations: 
 Three Months Ended 
 July 31,
 Six Months Ended 
 July 31,
(in thousands)2017 2016 2017 2016
Weighted-average common shares outstanding - Basic31,094
 30,731
 31,034
 30,696
Dilutive effect of stock options and restricted stock units341
 
 258
 
Weighted-average common shares outstanding - Diluted31,435
 30,731
 31,292
 30,696
For the three months ended July 31, 2017 and 2016 the weighted-average number of stock options and restricted stock units not included in the calculation due to their anti-dilutive effect was 0.4 million and 1.3 million, respectively. For the six months ended July 31, 2017 and 2016, the weighted-average number of stock options and restricted stock units not included in the calculation due to their anti-dilutive effect was 0.5 million and 1.0 million, respectively. 
Fair Value of Financial Instruments.Instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are categorized using defined hierarchical levels related to subjectivity associated with the inputs to fair value measurements as follows:  
Level 1 – QuotedInputs represent unadjusted quoted prices available in active markets for identical assets or liabilities
Level 2 – Pricing inputs notInputs other than quoted in active markets butprices included within Level 1 that are observable for the asset or liability, either directly or indirectly (for example, quoted market prices for similar assets or liabilities in active markets or quoted market prices for identical assets or liabilities in markets not considered to be active, inputs other than quoted prices that are observable for the asset or liability, or market-corroborated inputs).
Level 3 – SignificantInputs that are not observable from objective sources such as our internally developed assumptions used in pricing an asset or liability (for example, an estimate of future cash flows used in our internally developed present value of future cash flows model that underlies the fair-value measurement).
In determining fair value, we use observable market data when available, or models that incorporate observable market data. When we are required to measure fair value and there is not a market-observable price for the asset or liability or for a similar asset or liability, we use the cost or income approach depending on the quality of information available to support management’s assumptions. The cost approach is based on management’s best estimate of the current asset replacement cost. The income approach is based on management’s best assumptions regarding expectations of future net cash flows and discounts the expected cash flows using a commensurate risk-adjusted discount rate. Such evaluations involve significant judgment, and the results are based on expected future events or conditions such as sales prices, economic and regulatory climates, and other factors, most of which are often outside of management’s control. However, we believe assumptions used reflect a market participant’s view of long-term prices, costs, and other factors and are consistent with assumptions used in our business plans and investment decisions.
In arriving at fair-value estimates, we use relevant observable inputs available for the valuation technique employed. If a fair-value measurement reflects inputs at multiple levels within the hierarchy, the fair-value measurement is characterized based on the lowest level of input that is significant to pricing that have little or no transparency with inputs requiring significant management judgment or estimationthe fair-value measurement.
The fair value of cash and cash equivalents, restricted cash held by the consolidated VIEs and accounts payable approximate their carrying amounts because of the short maturity of these instruments. The fair value of customer accounts receivables, determined using a Level 3 discounted cash flow analysis, approximates their net carrying amount.amount, which includes the allowance for doubtful accounts. The fair value of our revolving credit facility approximates carrying value based on the current borrowing rate for similar types of borrowing arrangements. At OctoberJuly 31, 2016,2017, the fair value of ourthe Senior Notes outstanding, which was determined using Level 1 inputs, was $189.9$221.4 million as compared to the carrying value of $227.0 million, excluding the impact of the related discount. At OctoberJuly 31, 2016,2017, the fair value of the VIE's asset-backed notes which wereapproximates their carrying value and was determined using Level 2 inputs based on inactive trading activity, approximates their carrying value.activity.
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Reclassifications.Recent Accounting Pronouncements Adopted. In March 2016, the FASB issued ASU 2016-09, Certain reclassifications have been madeCompensation—Stock Compensation (Topic 718): Improvements to priorEmployee Share-Based Payment Accounting, which modifies the accounting for excess tax benefits and tax deficiencies associated with share-based payments, the accounting for forfeitures, and the classification of certain items on the statement of cash flows. ASU 2016-09 eliminates the requirement to recognize excess tax benefits in additional paid-in capital ("APIC"), and the requirement to evaluate tax deficiencies for APIC or income tax expense classification, and provides for these benefits or deficiencies to be recorded as an income tax expense or benefit in the income statement. With these changes, tax-related cash flows resulting from share-based payments are classified as operating activities as opposed to financing. The standard became effective for us in the first quarter of fiscal year amounts to conform to2018. The amendment requiring the presentationrecognition of excess tax benefits and deficiencies as income tax benefit or expense in the current fiscal year. On the consolidated balance sheets,income statement as of January 31, 2016, we reclassified cash held by the VIEsopposed to being recognized as additional collateralpaid-in-capital was applied prospectively; the impact was not material. The Company retrospectively adopted the amendments requiring the classification of excess tax benefits and deficiencies with other income tax cash flows as operating activities and cash paid when directly withholding shares as financing activities in the accompanying consolidated statements of cash flows; the impact was not material. The Company has elected to continue its current practice of estimating the number of awards expected to vest in determining the amount of compensation cost to be recognized related to share based payment transactions.
In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU 2015-11 requires that inventory that has historically been measured using first-in, first-out or average cost method be measured at the lower of cost and net realizable value. The update requires prospective application and became effective for us in the asset-backed notes outfirst quarter of current restricted cash and separately presented as long-term restricted cash. These reclassificationsfiscal year 2018. The adoption of this ASU did not have a material impact on our consolidated operating income or net income.financial statements.
Recent Accounting Pronouncements.Pronouncements Yet To Be Adopted. In May 2014, the Financial Accounting Standards Board ("FASB")FASB issued Accounting Standards Update ("ASU")ASU 2014-09, Revenue from Contracts with Customers, which provides a single comprehensive accounting standard for revenue recognition for contracts with customers and supersedes current guidance. Upon adoption of ASU 2014-09, entities are required to recognize revenue using the following comprehensive model: (1) identify contracts with customers, (2) identify the performance obligations in such contracts, (3) determine transaction price, (4) allocate the transaction price to the performance obligations, and (5) recognize revenue as each performance obligation is satisfied. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of Effective Date, which defers the effective date of ASU 2014-09 by one year and allows early adoption on a limited basis. The FASB has also issued ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net); ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing; ASU 2016-11, Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 is nowand 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting; and ASU 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients, all of which were issued to improve and clarify the guidance in ASU 2014-09. These ASUs are effective for us beginning in the first quarter of fiscal year 2019 and will result in retrospective application, either in the form of recasting all prior periods presented or a cumulative adjustment to equity in the period of adoption. We are currently assessinganticipate adopting the impactstandard using the new standard will havecumulative catch-up transition method. Based on our preliminary assessment, we do not expect the adoption of these ASUs to have a material impact on our consolidated financial statements.statements other than the expected additional disclosure requirements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will change how lessees account for leases. For most leases, a liability will be recorded on the balance sheet based on the present value of future lease obligations with a corresponding right-of-use asset. Primarily for those leases currently classified by us as operating leases, we will recognize a single lease cost on a straight line basis based on the combined amortization of the lease obligation and the right-of-use asset. Other leases will be required to be accounted for as financing arrangements similar to how we currently account for capital leases. On transition, we will recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The final standard iswill become effective for us beginning in the first quarter of fiscal year 2020. We are currently assessing the impact the new standardthis ASU will have on our financial statements.
In March 2016, We are the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which modifies the accountinglessee under various lease agreements for excess tax benefitsour retail stores and tax deficiencies associated with share-based payments, the accountingequipment that are currently accounted for forfeitures, and the classification of certain items on the statement of cash flows. ASU 2016-09 eliminates the requirement to recognize excess
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


tax benefits in additional paid-in capital ("APIC"), and the requirement to evaluate tax deficiencies for APIC or income tax expense classification, and provides for these benefits or deficiencies to be recorded as an income tax expense or benefit in the income statement. With these changes, tax-related cash flows resulting from share-based payments will be classified as operating activitiesleases as opposed to financing, as currently presented. The standard is effectivediscussed in Note 6, Leases, of our audited Consolidated Financial Statements included in our Annual Report on Form 10-K for us in the first quarter of fiscal year 2018, although early adoption is permitted. We are currently assessing the impact the new standard will have on our financial statements.ended January 31, 2017.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires that financial assets measured at amortized cost should be presented at the net amount expected to be collected through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The standard iswill become effective for us in the first quarter of fiscal year 2021 and earlier adoption is permitted beginning in the first quarter of fiscal year 2020. We are currently assessing the impact the new standardthis ASU will have on our financial statements.
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force). ASU 2016-15 clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows to reduce diversity in practice. Among other things, the presentation of debt prepayment or debt extinguishment costs as cash outflows for financing activities on the statement of cash flow. The standard will become effective for us in the first quarter of fiscal year 2019 and early adoption is permitted. The adoption of this ASU is not expected to have a significant impact on our consolidated financial statements.
In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. We will be required to adopt the amendments in this ASU in the annual and interim periods for our fiscal year ending January 31, 2019, with early adoption permitted. The application of the amendments will require the use of a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. We are evaluating the standard and the impact it will have on our consolidated financial statements.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows -(Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force). ASU 2016-18 requires that the statement of cash flows provides the change in the total of cash, cash equivalents, and restricted cash or restricted cash equivalents. This will result in us no longer showing the changes in restricted cash balances as a component of cash flows from financing activities but instead include the balances of both current and long-term restricted cash with cash and cash equivalents in total cash, cash equivalents and restricted cash for the beginning and end of the periods presented. The standard isASU will become effective for us in the first quarter of fiscal year 2019, althoughand early adoption is permitted. We are currently assessing when we expect to adopt the standard.ASU.
2.     Charges and Credits
Charges and credits consisted of the following:
 Three Months Ended 
 October 31,
 Nine Months Ended 
 October 31,
(in thousands)2016 2015 2016 2015
Store and facility closure costs$954
 $212
 $954
 $637
Impairments from disposals595
 
 1,980
 
Legal and professional fees related to the exploration of strategic alternatives and securities-related litigation158
 999
 747
 2,206
Employee severance280
 
 1,493
 
Executive management transition costs
 1,329
 234
 1,329
 $1,987
 $2,540
 $5,408
 $4,172
During the nine months ended October 31, 2016, we had costs associated with facility closures, impairments from disposals, legal and professional fees related to our securities-related litigation, charges for severance and transition costs due to changes in the executive management team. The impairments from disposals included the write-off of leasehold improvements for two stores we relocated prior to the end of their useful lives and incurred costs for terminated store projects prior to starting construction. During the nine months ended October 31, 2015, we had costs associated with charges related to the closing of under-performing retail locations, legal and professional fees related to our exploration of strategic alternatives and our securities-related litigation, and transition costs due to changes in the executive management team.
3.     Finance Charges and Other Revenues
Finance charges and other revenues consisted of the following:
 Three Months Ended 
 October 31,
 Nine Months Ended 
 October 31,
(in thousands)2016 2015 2016 2015
Interest income and fees$58,404
 $58,961
 $173,527
 $171,763
Insurance commissions9,999
 13,222
 30,674
 37,313
Other revenues337
 416
 1,268
 1,224
 $68,740
 $72,599
 $205,469
 $210,300
Interest income and fees and insurance commissions are derived from the credit segment operations, whereas other revenues are derived from the retail segment operations. During the nine months ended October 31, 2016, we decreased interest income and fees by $8.2 million as a result of changes in estimates to our allowance for no-interest option credit programs and deferred interest
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


as described in Note 1, Summary of Significant Accounting Policies. For the three months ended October 31, 2016 and 2015, interest income and fees was reduced by provisions for uncollectible interest of $11.0 million and $10.0 million, respectively. For the nine months ended October 31, 2016 and 2015, interest income and fees was reduced by provisions for uncollectible interest of $31.2 million and $27.4 million, respectively. For the three months ended October 31, 2016 and 2015, the amount included in interest income and fees related to TDR accounts was $4.4 million and $3.5 million, respectively. For the nine months ended October 31, 2016 and 2015, the amount included in interest income and fees related to TDR accounts was $12.7 million and $10.0 million, respectively.
4.    Customer Accounts Receivable
Customer accounts receivable consisted of the following:
Total Outstanding BalanceTotal Outstanding Balance
Customer Accounts Receivable 
60 Days Past Due (1)
 
Re-aged (1)
Customer Accounts Receivable 
60 Days Past Due (1)
 
Re-aged (1)
(in thousands)October 31,
2016
 January 31,
2016
 October 31,
2016
 January 31,
2016
 October 31,
2016
 January 31,
2016
July 31,
2017
 January 31,
2017
 July 31,
2017
 January 31,
2017
 July 31,
2017
 January 31,
2017
Customer accounts receivable$1,399,769
 $1,470,205
 $129,660
 $127,400
 $111,581
 $112,221
$1,337,121
 $1,417,581
 $111,963
 $127,747
 $94,470
 $111,585
Restructured accounts134,446
 117,651
 38,984
 30,323
 134,446
 117,651
142,411
 138,858
 41,820
 38,010
 142,411
 138,858
Total customer portfolio balance1,534,215
 1,587,856
 $168,644
 $157,723
 $246,027
 $229,872
1,479,532
 1,556,439
 $153,783
 $165,757
 $236,881
 $250,443
Allowance for uncollectible accounts(204,330) (190,990)        (202,655) (210,175)        
Allowances for no-interest option credit programs(21,412) (21,290)        (18,587) (21,207)        
Deferred fees and origination costs, net(1,303) 
        (12,152) (6,991)        
Total customer accounts receivable, net1,307,170
 1,375,576
        1,246,138
 1,318,066
        
Short-term portion of customer accounts receivable, net(688,011) (743,931)        (644,148) (702,162)        
Long-term portion of customer accounts receivable, net$619,159
 $631,645
        $601,990
 $615,904
        
Securitized receivables held by the VIEs$1,321,413
 $870,684
 $168,439
 $135,800
 $242,517
 $204,594
$910,385
 $1,015,837
 $120,385
 $156,344
 $231,320
 $238,375
Receivables not held by the VIEs212,802
 717,172
 205
 21,923
 3,510
 25,278
569,147
 540,602
 33,398
 9,413
 5,561
 12,068
Total customer portfolio balance$1,534,215
 $1,587,856
 $168,644
 $157,723
 $246,027
 $229,872
$1,479,532
 $1,556,439
 $153,783
 $165,757
 $236,881
 $250,443
(1)Due to the fact that an account can become past due after having been re-aged, accounts could be represented as both past due and re-aged. As of OctoberJuly 31, 20162017 and January 31, 2016,2017, the amounts included within both past due and re-aged were $66.6$70.8 million and $55.2$66.7 million, respectively. As of OctoberJuly 31, 20162017 and January 31, 2016,2017, the total customer portfolio balance past due one day or greater was $397.9$391.5 million and $387.3$406.1 million, respectively. These amounts include the 60 days past due balances shown.
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The following presents the activity in the allowance for doubtful accounts and uncollectible interest for customer receivables: 
 Nine Months Ended October 31, 2016 Nine Months Ended October 31, 2015
(in thousands)
Customer
Accounts
Receivable
 
 
Restructured
Accounts
 
 
 
Total
 
Customer
Accounts
Receivable
 
 
Restructured
Accounts
 
 
 
Total
Allowance at beginning of period$149,226
 $41,764
 $190,990
 $118,786
 $28,196
 $146,982
Provision (1)
156,063
 44,286
 200,349
 146,587
 37,710
 184,297
Principal charge-offs (2)
(132,028) (31,802) (163,830) (107,590) (22,779) (130,369)
Interest charge-offs(22,400) (5,405) (27,805) (19,613) (4,153) (23,766)
Recoveries (2)
3,727
 899
 4,626
 2,797
 592
 3,389
Allowance at end of period$154,588
 $49,742
 $204,330
 $140,967
 $39,566
 $180,533
Average total customer portfolio balance$1,422,473
 $126,493
 $1,548,966
 $1,325,324
 $98,993
 $1,424,317
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 Six Months Ended July 31, 2017 Six Months Ended July 31, 2016
(in thousands)
Customer
Accounts
Receivable
 
 
Restructured
Accounts
 
 
 
Total
 
Customer
Accounts
Receivable
 
 
Restructured
Accounts
 
 
 
Total
Allowance at beginning of period$158,992
 $51,183
 $210,175
 $149,226
 $41,764
 $190,990
Provision (1)
92,285
 33,208
 125,493
 108,333
 29,768
 138,101
Principal charge-offs (2)
(92,251) (26,159) (118,410) (91,261) (20,969) (112,230)
Interest charge-offs(14,911) (4,228) (19,139) (15,384) (3,544) (18,928)
Recoveries (2)
3,534
 1,002
 4,536
 2,636
 607
 3,243
Allowance at end of period$147,649
 $55,006
 $202,655
 $153,550
 $47,626
 $201,176
Average total customer portfolio balance$1,356,569
 $139,106
 $1,495,675
 $1,428,396
 $123,451
 $1,551,847
(1)Includes provision for uncollectible interest, which is included in finance charges and other revenues.
(2)
Charge-offs include the principal amount of losses (excluding accrued and unpaid interest). Recoveries include principal collections of previously charged-off balances. Net charge-offs are calculated as the net of principal charge-offs and recoveries. During the nine months ended October 31, 2016, we increased provision for bad debts by $5.0 million as a result of changes in estimates as it relates to sales tax recovery on previously charged-off accounts as described in Note 1, Summary of Significant Accounting Policies.
5.3.     Accrual for PropertyStore and Facility Closures 
We have closed or relocated certain storeretail and facility locations that did not perform at a level expected for mature store locations or that did not align with our long-term retail objectives. Certain of the closed or relocated stores and facilities had noncancelablenon-cancelable lease agreements, resulting in the accrual of the present value of the remaining lease payments and estimated related occupancy obligations, net of estimated sublease income. Adjustments to these projections for changes in estimated marketing times and sublease rates, as well as other revisions, are made to the obligation as further information related to the actual terms and costs become available.
The following table presents detail of the activity in the accrual for propertystore and facility closures:
Nine Months Ended 
 October 31,
Six Months Ended 
 July 31,
(in thousands)2016 20152017 2016
Balance at beginning of period$1,866
 $2,556
$3,641
 $1,866
Accrual for additional closures954
 318
1,227
 
Adjustments(74) (21)38
 23
Cash payments, net of sublease income(767) (876)(1,739) (339)
Balance at end of period1,979
 1,977
3,167
 1,550
Current portion, included in accrued expenses(923) (473)(986) (643)
Long-term portion, included in other long-term liabilities$1,056
 $1,504
$2,181
 $907
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4.     Charges and Credits
Charges and credits consisted of the following:
 Three Months Ended 
 July 31,
 Six Months Ended 
 July 31,
(in thousands)2017 2016 2017 2016
Facility closure costs$122
 $
 $1,349
 $
Impairments from disposals
 1,385
 
 1,385
Legal and professional fees related to the exploration of strategic alternatives and securities-related litigation34
 135
 34
 589
Employee severance1,317
 1,213
 1,317
 1,213
Indirect tax audit reserve2,595
 
 2,595
 
Executive management transition costs
 162
 
 234
 $4,068
 $2,895
 $5,295
 $3,421
During the three months ended July 31, 2017, we incurred severance costs related to a change in the executive management team and a charge related to an increase in our indirect tax audit reserve. During the six months ended July 31, 2017, we incurred exit costs associated with reducing the square footage of a distribution center, severance costs related to a change in the executive management team, and a charge related to an increase in our indirect tax audit reserve. During the three and six months ended July 31, 2016, we incurred costs associated with impairments from disposals, legal and professional fees related to our securities-related litigation and severance and transition costs due to changes in the executive management team. The impairments from disposals included the write-off of leasehold improvements for one store we relocated prior to the end of the useful life of the leasehold improvements and incurred costs for a terminated store project prior to starting construction.
5.     Finance Charges and Other Revenues
Finance charges and other revenues consisted of the following:
 Three Months Ended 
 July 31,
 Six Months Ended 
 July 31,
(in thousands)2017 2016 2017 2016
Interest income and fees$69,490
 $54,502
 $136,621
 $115,123
Insurance commissions10,652
 11,219
 19,982
 20,675
Other revenues92
 437
 172
 931
 $80,234
 $66,158
 $156,775
 $136,729
Interest income and fees and insurance commissions are derived from the credit segment operations, whereas other revenues are derived from the retail segment operations. During the three months ended July 31, 2017 and 2016, interest income and fees reflected provisions for uncollectible interest of $10.5 million and $10.2 million and amounts related to TDR accounts of $4.6 million and $4.2 million, respectively. During the six months ended July 31, 2017 and 2016, interest income and fees reflected provisions for uncollectible interest of $20.5 million and $20.2 million and amounts related to TDR accounts of $9.1 million and $8.3 million, respectively.
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


6.     Debt and Capital Lease Obligations 
Debt and capital lease obligations consisted of the following:
(in thousands)October 31,
2016
 January 31,
2016
July 31,
2017
 January 31,
2017
Revolving credit facility$
 $329,207
$200,000
 $177,500
Senior Notes227,000
 227,000
227,000
 227,000
2015 VIE Asset-backed Class A notes92,744
 551,383

 12,166
2015 VIE Asset-backed Class B notes165,900
 165,900

 165,900
2016-A VIE Asset-backed Class A notes145,404
 

 64,732
2016-A VIE Asset-backed Class B notes70,510
 
30,618
 70,510
2016-A VIE Asset-backed Class C notes70,510
 
70,510
 70,510
2016-B VIE Asset-backed Class A notes391,840
 
66,292
 256,513
2016-B VIE Asset-backed Class B notes111,960
 
111,960
 111,960
2017-A VIE Asset-backed Class A notes202,832
 
2017-A VIE Asset-backed Class B notes106,270
 
2017-A VIE Asset-backed Class C notes50,340
 
Capital lease obligations1,878
 2,488
5,439
 2,393
Total debt and capital lease obligations1,277,746
 1,275,978
1,071,261
 1,159,184
Less:      
Unamortized net discounts and debt issuance costs(17,985) (26,300)
Discount on debt(2,808) (3,089)
Deferred debt issuance costs(6,827) (10,853)
Current maturities of capital lease obligations(752) (799)(906) (849)
Long-term debt and capital lease obligations$1,259,009
 $1,248,879
$1,060,720
 $1,144,393
Senior Notes. On July 1, 2014, we issued $250.0 million of the unsecured Senior Notes due July 2022 bearing interest at 7.250%7.25% (the "Senior Notes"), pursuant to an indenture dated July 1, 2014 (the "Indenture"), among Conn's, Inc., its subsidiary guarantors (the "Guarantors") and U.S. Bank National Association, as trustee. During the year ended January 31, 2016, we repurchased $23.0 million of face value of the Senior Notes for $22.9 million. The effective interest rate of the Senior Notes after giving effect to offering feesthe discount and debt discountissuance costs is 7.8%.
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The Indenture as amended, restricts the Company's and certain of its subsidiaries' ability to: (i) incur indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or redeem, our capital stock ("restricted payments"); (iii) prepay, redeem or repurchase debt that is junior in right of payment to the notes; (iv) make loans and certain investments; (v) sell assets; (vi) incur liens; (vii) enter into transactions with affiliates; and (viii) consolidate, merge or sell all or substantially all of our assets. These covenants are subject to a number of important exceptions and qualifications. Specifically, limitations foron restricted payments are triggered only effective if one or more of the following occurred: (1) a default were to exist under the indenture,Indenture, (2) if we could not satisfy a debt incurrence test, and (3) if the aggregate amount of restricted payments wouldwere to exceed an amount tied to the consolidated net income. These limitations, however, are subject to two exceptions: (1) an exception that permits the payment of up to $375.0 million in restricted payments, and (2) an exception that permits restricted payments regardless of dollar amount so long as, after giving pro forma effect to the dividends and other restricted payments, we would have had a leverage ratio, as defined under the Indenture, of less than or equal to 2.50 to 1.00. Thus,1.0. As a result of these exceptions, as of OctoberJuly 31, 2016, $176.02017, $177.7 million would have been free from the dividenddistribution restriction. However, as a result of the revolving credit facility dividenddistribution restrictions, which are further described below, no amount was available for dividends.we were restricted from making a distribution as of July 31, 2017. During any time when the Senior Notes are rated investment grade by either of Moody's Investors Service, Inc. or Standard & Poor's Ratings Services and no default (as defined in the Indenture) has occurred and is continuing, many of such covenants will be suspended and we will cease to be subject to such covenants during such period.
Events of default under the Indenture include customary events, such as a cross-acceleration provision in the event that we default inon the payment of other debt due at maturity or upon acceleration forof default in an amount exceeding $25.0 million, as well as in the event a judgment is entered against us in excess of $25.0 million that is not discharged, bonded or insured.
Asset-backed Notes. During fiscal years 2018, 2017 and 2016, we securitized customer accounts receivables by transferring the receivables to various bankruptcy-remote VIEs. In September 2015,turn, the 2015 VIEVIEs issued asset-backed notes secured by the transferred customer accounts receivables and restricted cash held by the 2015 VIE. The asset-backed notes consistVIEs.
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Under the terms of the following securities:
Asset-backed Fixed Rate Notes, Class A, Series 2015-A ("2015-A Class A Notes") in aggregate principal amount of $952.1 million that bear interest at a fixed annual rate of 4.565%securitization transactions, all cash collections and mature on September 15, 2020. The effective interest rateother cash proceeds of the 2015-A Class A Notes after giving effectcustomer receivables go first to transaction costs is 6.9%.
Asset-backed Fixed Rate Notes, Class B, Series 2015-A ("2015-A Class B Notes") in aggregate principal amountthe servicer and the holders of $165.9 million that bear interest at a fixed annual rateissued notes, and then to us as the holder of 8.500%non-issued notes and mature on September 15, 2020. The effective interest rateresidual equity. We retain the servicing of the 2015-A Class B Notes after giving effectsecuritized portfolios and receive a monthly fee of 4.75% (annualized) based on the outstanding balance of the securitized receivables. In addition, we, rather than the VIEs, retain all credit insurance income together with certain recoveries related to transaction costs is 12.6%.credit insurance and repair service agreements on charge-offs of the securitized receivables, which are reflected as a reduction to net charge-offs on a consolidated basis.
The 2015-A asset-backed notes were offered and sold to qualified institutional buyers pursuant to the exemptions from registration provided by Rule 144A under the Securities Act.Act of 1933, as amended. If an event of default were to occur under the indenture that governs the respective asset-backed notes, the payment of the outstanding amounts wouldmay be accelerated, in which event the cash proceeds of the receivables that otherwise might be released to us as the holder of the residual equity holder would instead be directed entirely toward repayment of the 2015-Aasset-backed notes, or if the receivables are liquidated, all liquidation proceeds could be directed solely to repayment of the asset-backed notes as governed by the respective terms of the asset-backed notes. The holders of the asset-backed notes have no recourse to assets outside of the 2015 VIE.VIEs. Events of default include, but are not limited to, failure to make required payments on the asset-backed notes or specified bankruptcy-related events.
In March 2016, the 2016-A VIE issued two classes of asset-backed notes and, in October 2016, issued a third class of asset-backed notes. All three classes of asset-backed notes are secured by the transferred customer accounts receivables and restricted cash held by the 2016-A VIE. The asset-backed notes consist of the following securities:following:
Asset-backed Fixed Rate Notes, Class A,
Asset-Backed Notes Principal Amount 
Net Proceeds(1)
 Issuance Date Maturity Date Fixed Interest Rate 
Effective Interest Rate(2)
2016-A Class B Notes 70,510
 68,309
 3/17/2016 8/15/2018 8.96% 9.88%
2016-A Class C Notes 70,510
 71,648
 10/12/2016 4/15/2020 12.00% 10.96%
2016-B Class A Notes 391,840
 380,033
 10/6/2016 10/15/2018 3.73% 5.56%
2016-B Class B Notes 111,960
 108,586
 10/6/2016 3/15/2019 7.34% 8.09%
2017-A Class A Notes 313,220
 304,451
 4/19/2017 7/15/2019 2.73% 4.97%
2017-A Class B Notes 106,270
 103,300
 4/19/2017 2/15/2020 5.11% 5.80%
2017-A Class C Notes 50,340
 48,919
 4/19/2017 10/15/2021 7.40% 7.83%
Total $1,114,650
 $1,085,246
        
(1)After giving effect to debt issuance costs and restricted cash held by the VIEs.
(2)For the six months ended July 31, 2017, and inclusive of retrospective adjustments to deferred debt issuance costs based on changes in timing of actual and expected cash flows.
On May 15, 2017, the Company completed the redemption of its Series 2016-A ("2016-A Class A Notes") in aggregate principal amount of $423.0 million that bear interest at a fixed annual rate of 4.68% and mature on April 16, 2018. The effective interest rate of the 2016-A Class A Notes after giving effect to transaction costs is 6.8%.
Asset-backed Fixed Rate Notes, Class B, Series 2016-A ("2016-A Class B Notes") in aggregate principal amount of $70.5 million that bear interest at a fixed annual rate of 8.96% and mature on August 15, 2018. The effective interest rate of the 2016-A2015-A Class B Notes after giving effect(collectively, the "2015-A Redeemed Notes") at an aggregate redemption price of $114.1 million (which was equal to transaction coststhe entire outstanding principal of, plus accrued interest on, the 2015-A Redeemed Notes). The net funds used to call the notes was $78.8 million, which is 9.7%.
Asset-backed Fixed Rate Notes, Class C, Series 2016-A ("2016-A Class C Notes")equal to the redemption price less adjustments of $35.3 million for funds held in aggregate principal amount of $70.5 million that bear interest at a fixed annual rate of 12.00%reserve and mature on August 15, 2018. The effective interest ratecollection accounts in accordance with the terms of the 2016-A Class Capplicable indenture governing the 2015-A Redeemed Notes. The net funds used to call the 2015-A Redeemed Notes after giving effectof $78.8 million was transferred from the Guarantors to transaction coststhe Non-Guarantor Subsidiary in exchange for the underlying securities held as collateral on the 2015-A Redeemed Notes with carrying value of $126.3 million as of April 30, 2017. In connection with the early redemption of the 2015-A Redeemed Notes, we wrote-off $2.1 million of debt issuance costs.

Revolving Credit Facility. On March 31, 2017, Conn's, Inc. and certain of its subsidiaries (the "Borrowers") entered into a Third Amendment (the "Third Amendment") to the Third Amended and Restated Loan and Security Agreement, dated as of October 30, 2015, with certain lenders, which provides for a $750.0 million asset-based revolving credit facility (the "revolving credit facility") under which credit availability is 11.1%.subject to a borrowing base. The revolving credit facility matures on October 30, 2019.
The 2016-A asset-backed notes were offeredThird Amendment, among other things, (a) extends the maturity date of the credit facility one year to October 30, 2019; (b) provides for a reduction in the aggregate commitments from $810 million to $750 million; (c) amends the minimum interest coverage ratio covenant to (i) eliminate the application of the minimum interest coverage ratio covenant for the fiscal quarter ended April 30, 2017 and sold(ii) reduce the minimum interest coverage ratio (A) to qualified institutional buyers pursuant0.80x as of the last day of the fiscal quarter ended July 31, 2017, (B) to 1.10x as of the last day of the fiscal quarter ending October 31, 2017 and (C) to 1.25x as of the last day of each fiscal quarter thereafter, beginning with the fiscal quarter ending January 31, 2018; (d) sets the applicable margin at 3.50% for LIBOR loans and 2.50% for Base Rate loans until the Company demonstrates an interest coverage ratio of equal to or greater than 1.10x for the fiscal quarter ending October 31, 2017, at which point the applicable margin will revert to being determined according to the exemptions from registration provided by Rule 144A underexisting pricing grid based on facility availability; (e) reduces the Securities Act. If an event of default were to occur under the indenture that governs the notes, the payment of the outstanding amounts would be accelerated, in which event theminimum cash proceeds of the receivables that otherwise might be released to us as the holder of the residual equity would instead be directed entirely toward repayment of the 2016-A asset-backed notes. The holders of the notes have no recourse to assets outside of the 2016-A VIE. Events of default include, but are not limited to, failure to make required paymentsrecovery percentage on the notes or specified bankruptcy-related events.
In October 2016,contracts it owns and manages from 4.50% to 4.45% for the 2016-B VIE issued asset-backed notes secured by the transferred customer accounts receivablesfirst nine months of each fiscal year, and restricted cash held by the 2016-B VIE. The asset-backed notes consist of the following securities:from 4.25% to 4.20% for
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Asset-backed Fixed Rate Notes, Class A, Series 2016-B ("2016-B Class A Notes")the last three months of each fiscal year; (f) amends the definition of “EBITDA” to, among other things, exclude the impact of non-cash asset write-offs relating to construction in aggregate principalprocess; (g) amends the definition of “Interest Expense” to exclude certain non-interest expenses; (h) amends various definitions and other related provisions to clarify the Company’s ability to undertake permitted securitization transactions; (i) increases the number of equity cures that may be exercised during the term of the agreement from one time to two times, and increases the maximum amount of $391.8each such cure from $10 million that bear interest at a fixed annual rateto $20 million; and (j) modifies the calculations of 3.73%“Tangible Net Worth” and mature on October 15, 2018. The effective interest rate of the 2016-B Class A Notes after giving effect“Interest Coverage Ratio” to offering fees is 5.9%.
Asset-backed Fixed Rate Notes, Class B, Series 2016-B ("2016-B Class B Notes") in aggregate principal amount of $112.0 million that bear interest at a fixed annual rate of 7.34% and mature on March 15, 2019. The effective interest rate of the 2016-B Class B Notes after giving effect to offering fees is 8.1%.
The 2016-B Class A Notes and 2016-B Class B Notes were offered and sold to qualified institutional buyers pursuantdeduct certain amounts attributable to the exemptions from registration provided by Rule 144A under the Securities Act. If an event of default were to occur under the indenture that governs the notes, the payment of the outstanding amounts would be accelerated, in which event the cash proceeds of the receivables that otherwise might be released to us as the holder ofdifference between a third class of asset-backed notes issued by the 2016-B VIE ("2016-B Class C Notes")calculated loss reserve and the residual equity would instead be directed entirely toward repayment of the 2016-B Class A Notes and 2016-B Class B Notes. The holders of the notes have no recourse to assets outside of the 2016-B VIE. Events of default include, but are not limited to, failure to make required paymentsCompany’s recorded loss reserve on the notes or specified bankruptcy-related events.its customer receivables.
Revolving Credit Facility. On October 30, 2015, Conn's, Inc. and certain of its subsidiaries (the "Borrowers") entered into the Third Amended and Restated Loan and Security Agreement with a syndicate of banks that provides for an $810.0 million asset-based revolving credit facility (the "revolving credit facility") under which availability is subject to a borrowing base. The revolving credit facility matures on October 30, 2018.
On February 16, 2016, the Borrowers entered into a first amendment to the revolving credit facility, which resulted in various changes, including:
Excluding non-cash deferred amortization of debt related transaction costs from interest coverage ratio; and
Extending from 6 months to 18 months the time frame subsequent to the closing of a securitization transaction in which the Cash Recovery Percent covenant will be determined.
On May 18, 2016, the Borrowers entered into a second amendment to the revolving credit facility, which resulted in various changes, including:
Amending the minimum interest coverage ratio covenant, so long as the borrowing base reduction discussed below is in effect, to:
Reduce the minimum interest coverage ratio covenant to 1.0x for the second quarter of fiscal 2017 through the first quarter of fiscal 2018; and
Reduce the minimum interest coverage ratio covenant to 1.25x for the second quarter of fiscal 2018 through the third quarter of fiscal 2019.
Modifying the conditions for repurchases of the Company's common stock, including the addition of a requirement to achieve a minimum interest coverage ratio of 2.5x for two consecutive quarters; and
Reducing the borrowing base by $15.0 million beginning on May 31, 2016, reducing the borrowing base by $10.0 million for any month beginning with July 31, 2017 so long as the interest coverage ratio is at least 1.25x, and no borrowing base reduction at any time the interest coverage ratio is at least 2.0x for two consecutive quarters.
As of October 31, 2016, loansLoans under the revolving credit facility bear interest, at our option, at a rate ofequal to LIBOR plus the applicable margin at 3.50% for LIBOR loans and 2.50% for base rate loans until the Company demonstrates an interest coverage ratio of equal to or greater than 1.10x for the fiscal quarter ending October 31, 2017, at which point the applicable margin will revert to being determined according to the existing pricing grid based on facility availability which specifies a margin ranging from 2.5%2.75% to 3.0%3.25% per annum (depending on quarterly average net availability under the borrowing base) or the alternate base rate plus a margin ranging from 1.5%1.75% to 2.0%2.25% per annum (depending on quarterly average net availability under the borrowing base). Pursuant to the second amendment, the margins increased by 25 basis points subsequent to October 31, 2016. The alternate base rate is the greatergreatest of the prime rate announced by Bank of America, N.A., the federal funds rate plus 0.5%, or LIBOR for a 30-day interest period plus 1.0%. The effective interest rate on borrowings outstanding under the revolving credit facility after giving effect to offering fees is 4.6%. We also pay an unused fee on the portion of the commitments that areis available for future borrowings or letters of credit at a rate ranging from 0.25% to 0.75% per annum, depending on the average outstanding balance and letters of credit of the revolving credit facility.facility in the immediately preceding quarter. The weighted-average interest rate on borrowings outstanding and including unused line fees under the revolving credit facility was 6.9% for the three months ended July 31, 2017.
The revolving credit facility provides funding based on a borrowing base calculation that includes customer accounts receivable and inventory, and provides for a $40.0 million sub-facility for letters of credit to support obligations incurred in the ordinary course of business. The obligations under the revolving credit facility are secured by substantially all assets of the Company, excluding the assets of the VIEs. As of OctoberJuly 31, 2016,2017, we had immediately available borrowing capacity of $146.0$130.5 million under our revolving credit facility, net of standby letters of credit issued of $5.3$2.8 million. We also had $658.7$416.8 million that may become available under our revolving credit facility if we grow the balance of eligible customer receivables and our total eligible inventory balances.
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The revolving credit facility places restrictions on our ability to incur additional indebtedness, grant liens on assets, make distributions on equity interests, dispose of assets, make loans, pay other indebtedness, engage in mergers, and other matters. The revolving credit facility restricts our ability to make dividends and distributions unless no event of default exists and a liquidity test is satisfied. Subsidiaries of the Company may make dividends and distributions to the Company and other obligors under the revolving credit facility without restriction. As of OctoberJuly 31, 2016, under2017, we were unable to repay the Senior Notes or make other distributions as a result of the revolving credit facility as amended, no amount was available for dividends.restrictions. The revolving credit facility contains customary default provisions, which, if triggered, could result in acceleration of all amounts outstanding under the revolving credit facility.
In connection with entering into the third amendment to the revolving credit facility, we wrote-off $0.3 million of debt issuance costs for lenders that did not continue to participate. We also paid $2.8 million of debt issuance costs, recorded as other assets, which will be amortized ratably over the remaining term of the revolving credit facility along with the unamortized debt issuance costs remaining on the revolving credit facility.
Debt covenants. We were in compliance with our debt covenants, as amended, at OctoberJuly 31, 2016.2017. A summary of the significant financial covenants that govern our revolving credit facility, as amended, compared to our actual compliance status at OctoberJuly 31, 20162017 is presented below: 
Actual 
Required
Minimum/
Maximum
Actual 
Required
Minimum/
Maximum
Interest Coverage Ratio must equal or exceed minimum1.03:1.00 1.00:1.001.83:1.00 0.80:1.00
Leverage Ratio must not exceed maximum2.59:1.00 4.00:1.002.42:1.00 4.00:1.00
ABS Excluded Leverage Ratio must not exceed maximum0.88:1.00 2.00:1.001.33:1.00 2.00:1.00
Cash Recovery Percent must exceed stated amount4.76% 4.50%5.01% 4.45%
Capital Expenditures, net, must not exceed maximum$25.2 million $75.0 million$3.1 million $75.0 million
All capitalized terms in the above table are defined by the revolving credit facility, as amended, and may or may not agree directly withto the financial statement captions in this document. Compliance with theThe covenants isare calculated quarterly, except for the Cash Recovery Percent, which is calculated monthly on a trailing three-month basis, and Capital Expenditures, which is calculated for a period of four consecutive fiscal quarters, as of the end of each fiscal quarter. The revolving credit facility provides for 18 months subsequent to
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


On August 8, 2017, the closing of a securitization transaction in which the Cash Recovery Percent will be determined basedCompany closed on the portfolioinitial financing under a warehouse financing transaction and completed the redemption of contracts subject toits Series 2016-A Class B Notes and Class C Notes on August 15, 2017 with the (i) securitization facilities; and (ii) a lien under the revolving credit facility.proceeds from that closing. See Note 11. Subsequent Events for additional details.

7.     Contingencies
Securities Class Action Litigation.We and one of our current and onetwo of our former executive officers are defendants in a consolidated securities class action lawsuit pending in the United States District Court for the Southern District of Texas (the "Court"“Court”), captioned In re Conn's Inc. Securities Litigation, Cause No. 14-CV-00548 (the "Consolidated“Consolidated Securities Action"Action”). The Consolidated Securities Action started as three separate purported securities class action lawsuits filed between March 5, 2014 and May 5, 2014 whichin the Court that were combinedconsolidated into the Consolidated Securities Action on June 3, 2014. The plaintiffs in the Consolidated Securities Action allege that the defendants made false and misleading statements and/or failed to disclose material adverse facts about our business, operations, and prospects. They allege violations of sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and seek to certify a class of all persons and entities that purchased or otherwise acquired Conn's common stock and/or call options, or sold/sold or wrote Conn's put options between April 3, 2013 and December 9, 2014. The complaint does not specify the amount of damages sought.
On June 30, 2015, the Court held a hearing on the defendants' motion to dismiss plaintiffs' complaint. At the hearing, the Court dismissed Brian Taylor, a former executive officer, and certain other aspects of the complaint. The Court ordered the plaintiffs to further amend their complaint in accordance with its ruling, and the plaintiffs filed their Fourth Consolidated Amended Complaint on July 21, 2015. The remaining defendants filed a motion to dismiss on August 28, 2015. The briefing on the defendants'defendant's motion to dismiss was fully briefed and the Court held a hearing on defendants' motion over the course of two days, on March 25, 2016 and 29, 2016. Onon May 6,5, 2016, the Court issued a ruling that dismissed 78 of 91 alleged misstatements. The parties have submitted their respective briefs in support of, and in opposition to, class certification, and also engaged in discovery pursuant to the Court’s scheduling order. In late June 2017, the Court granted in partthe plaintiffs’ motion for class certification, and denied in part defendants' motion to dismiss the plaintiffs' complaint. Thereafter, the defendantsshortly thereafter, Defendants filed a motion requesting the Court's decision be certifiedpetition for interlocutorypermission to appeal to the United States FifthU.S. 5th Circuit Court of Appeals, which the Court deniedAppeals. The Fifth Circuit granted leave to appeal on June 13, 2016. On June 24, 2016, the defendant’s filed their answer to the Consolidated Securities Action, denying liability and raising numerous affirmative defenses to the claims asserted against them. August 21, 2017. Trial is scheduled for July 2018.
The parties have negotiated a scheduling order, which was entered by the Court on September 13, 2016, and discovery is proceeding. The plaintiffs filed their motion for certification on November 10, 2016. The defendants are scheduled to file their opposition motion on January 6, 2017.
The defendantsWe intend to vigorously defend against all of these claims.the claims in the Consolidated Securities Action against us. It is not possible at this time to predict the timing or outcome of any of this litigation, and we cannot reasonably estimate the possible loss or range of possible loss from these claims.
Derivative Litigation. On December 1, 2014, an alleged shareholder, purportedly on behalf of the Company, filed a derivative shareholder lawsuit against us and certain of our current and former directors and former executive officers in the Court, captioned as Robert Hack, derivatively on behalf of Conn's, Inc., v. Theodore M. Wright (former executive officer and former director), Bob
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


L. Martin, Jon E.M. Jacoby (former director), Kelly M. Malson, Douglas H. Martin, David Schofman, Scott L. Thompson (former director), Brian Taylor (former executive officer) and Michael J. Poppe (former executive officer) and Conn's, Inc., Case No. 4:14-cv-03442 (the "Original Derivative Action"). The complaint asserts claims for breach of fiduciary duty, unjust enrichment, gross mismanagement, and insider trading based on substantially similar factual allegations as those asserted in the Consolidated Securities Action. The plaintiff seeks unspecified damages against these persons and does not request any damages from us. Setting forth substantially similar claims against the same defendants, on February 25, 2015, an additional federal derivative action, captioned 95250 Canada LTEE, derivatively on Behalf of Conn's, Inc. v. Wright et al., Cause No. 4:15-cv-00521, was filed in the Court, which has been consolidated with the Original Derivative Action.
The Court previously approved a stipulation among the parties to stay the action pending resolution of the motion to dismiss in the Consolidated Securities Action. The Consolidated Securities Action is scheduled for trial in July 2018. The parties are currently discussing next steps inhave agreed to continue the litigation process.stay.
Another derivative action was filed on January 27, 2015, captioned as Richard A. Dohn v. Wright, et al., Cause No. 2015-04405, filed in the 281st281st Judicial District Court, Harris County, Texas. This action makes substantially similar allegations to the Original Derivative Action against the same defendants. On JulyJune 28, 2016,2017, the court entered an order extending the stay for an additional 9060 days (until October 26, 2016)September 15, 2017). On May 19, 2016, an alleged shareholder, purportedly on behalf of the Company, filed a lawsuit against us and certain of our current and former directors and former executive officers in the 55th55th Judicial District Court, Harris County, Texas, captioned as Robert J. Casey II, derivatively on behalf of Conn's, Inc., v. Theodore M. Wright (former executive officer and former director), Michael J. Poppe (former executive officer), Brian Taylor (former executive officer), Bob L. Martin, Jon E.M. Jacoby (former director), Kelly M. Malson, Douglas H. Martin, David Schofman, Scott L. Thompson (former director) and William E. Saunders Jr., and Conn's, Inc., Cause No. 2016-33135. The complaint asserts claims for breach of fiduciary duties and unjust enrichment based on substantially similar factual allegations as those asserted in the Original Derivative Action. The complaint does not specify the amount of damages sought. Pursuant to the parties’ agreement, this action is currently stayed.
None of the plaintiffs in any of the derivative actions made a demand on our Board of Directors prior to filing their respective lawsuits. The defendants in the derivative actions intend to vigorously defend against these claims. WeIt is not possible at this time
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


to predict the timing or outcome of any of this litigation, and we cannot reasonably estimate the possible loss or range of possible loss from these claims.
Regulatory Matters.We are continuing to cooperate with the SEC's investigation which began on or around November 2014, which generally relates toof our underwriting policies and bad debt provisions.provisions, which began in November 2014.  The investigation is a non-public, fact-finding inquiry, and the SEC has stated that the investigation does not mean that any violations of law have occurred.
In addition, we are involved in other routine litigation and claims incidental to our business from time to time which, individually or in the aggregate, are not expected to have a material adverse effect on our financial position, results of operations or cash flows.us. As required, we accrue estimates of the probable costs for the resolution of these matters. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. However, the results of these proceedings cannot be predicted with certainty, and changes in facts and circumstances could impact our estimate of reserves for litigation.
8.     Variable Interest Entities
The VIEs have issued asset-backed notes secured by the transferredIn fiscal years 2018, 2017 and 2016, we securitized customer accounts receivables and restricted cash held by transferring the receivables to various bankruptcy-remote VIEs. Under the terms of the respective securitization transactions, all cash collections and other cash proceeds of the customer receivable principal and interest payment cash flows willreceivables go first to the servicer and the holders of issuedthe asset-backed notes, and then to us as the holder of the 2016-B Class C Notes and residual equities.equity holder. We retain the servicing of the securitized portfoliosportfolio and are receivingreceive a monthly fee of 4.75% (annualized) based on the outstanding balance of the securitized receivables.receivables, and we currently hold all of the residual equity. In addition, we, rather than the VIEs, will retain allcertain credit insurance income together with certain recoveries related to credit insurance and repair service agreements on charge-offs of the securitized receivables, which will continue to be reflected as a reduction of net charge-offs on a consolidated basis for as long as we consolidate the VIEs.
We consolidate VIEs when we determine that we are the primary beneficiary of these VIEs, we have the power to direct the activities that most significantly impact the performance of the VIEs and our obligation to absorb losses and the right to receive residual returns are significant.
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The following table presents the assets and liabilities held by the VIEs and that are included in our consolidated balance sheet (for legal purposes, the assets and liabilities of the VIEs will remain distinct from Conn's, Inc.):
(in thousands)October 31,
2016
 January 31,
2016
July 31,
2017
 January 31,
2017
Assets:      
Restricted cash$166,476
 $78,576
$86,436
 $110,698
Due from Conn's, Inc.3,076
 3,405
Due from Conn's, Inc., net8,526
 7,368
Customer accounts receivable:      
Customer accounts receivable1,190,422
 763,278
812,279
 884,367
Restructured accounts130,991
 107,406
98,106
 131,470
Allowance for uncollectible accounts(180,652) (136,325)(130,103) (150,435)
Allowances for no-interest option credit programs(20,521) (12,955)(13,425) (15,912)
Deferred fees and origination costs(4,360) 
Total customer accounts receivable, net1,120,240
 721,404
762,497
 849,490
Total assets$1,289,792
 $803,385
$857,459
 $967,556
Liabilities:      
Accrued interest$3,185
 $1,636
Due to Conn's, Inc.1,674
 
Deferred interest income10,472
 3,042
Accrued expenses$5,660
 $6,525
Other liabilities10,301
 6,691
Long-term debt:      
2015-A Class A Notes92,744
 551,383
2015-A Class B Notes165,900
 165,900
2015 Class A Notes
 12,166
2015 Class B Notes
 165,900
2016-A Class A Notes145,404
 

 64,732
2016-A Class B Notes70,510
 
30,618
 70,510
2016-A Class C Notes70,510
 
70,510
 70,510
2016-B Class A Notes391,840
 
66,292
 256,513
2016-B Class B Notes111,960
 
111,960
 111,960
2017-A Class A notes202,832
 
2017-A Class B notes106,270
 
2017-A Class C notes50,340
 
1,048,868
 717,283
638,822
 752,291
Less unamortized net discounts and debt issuance costs(10,450) (17,768)
Less: deferred debt issuance costs(3,061) (6,710)
Total long-term debt1,038,418
 699,515
635,761
 745,581
Total liabilities$1,053,749
 $704,193
$651,722
 $758,797
The assets of the VIEs serve as collateral for the obligations of the VIEs. The holders of the asset-backed notes have no recourse to assets outside of the respective VIEs.
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


9.     Segment Reporting 
FinancialOperating segments are defined as components of an enterprise that engage in business activities and for which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker to make decisions about how to allocate resources and assess performance. We are a leading specialty retailer and offer a broad selection of quality, branded durable consumer goods and related services in addition to a proprietary credit solution for our core credit-constrained consumers. We have two operating segments: (i) retail and (ii) credit. Our operating segments complement one another. The retail segment operates primarily through our stores and website in the retail furniture and mattresses, home appliances, consumer electronics and home office products business. Our retail segment product offerings include furniture and mattresses, home appliances, consumer electronics and home office products from leading global brands across a wide range of price points. Our credit segment offers affordable financing solutions to a large, under-served population of credit-constrained consumers who typically have limited credit alternatives. Our operating segments provide customers the opportunity to comparison shop across brands with confidence in our competitive prices as well as affordable monthly payment options, next day delivery and installation in the majority of our markets, and product repair service. We believe our large, attractively merchandised retail stores and credit solutions offer a distinctive value proposition compared to other retailers that target our core customer demographic. The operating segments follow the same accounting policies used in our consolidated financial statements.
We evaluate a segment’s performance based upon operating income before taxes. Selling, general and administrative expenses include the direct expenses of the retail and credit operations, allocated corporate overhead expenses, and a charge to the credit segment to reimburse the retail segment for expenses it incurs related to occupancy, personnel, advertising and other direct costs of the retail segment which benefit the credit operations by sourcing credit customers and collecting payments. The reimbursement received by the retail segment from the credit segment is presentedestimated using an annual rate of 2.5% times the average portfolio balance for each applicable period.
As of July 31, 2017, we operated retail stores in 14 states with no operations outside of the following tables: 
 Three Months Ended October 31, 2016 Three Months Ended October 31, 2015
(in thousands)Retail Credit Total Retail Credit Total
Revenues:           
Furniture and mattress$98,898
 $
 $98,898
 $105,735
 $
 $105,735
Home appliance85,785
 
 85,785
 86,434
 
 86,434
Consumer electronic65,670
 
 65,670
 70,263
 
 70,263
Home office22,747
 
 22,747
 26,108
 
 26,108
Other4,956
 
 4,956
 4,582
 
 4,582
Product sales278,056
 
 278,056
 293,122
 
 293,122
Repair service agreement commissions26,354
 
 26,354
 26,038
 
 26,038
Service revenues3,623
 
 3,623
 3,474
 
 3,474
Total net sales308,033
 
 308,033
 322,634
 
 322,634
Finance charges and other revenues337
 68,403
 68,740
 416
 72,183
 72,599
Total revenues308,370
 68,403
 376,773
 323,050
 72,183
 395,233
Costs and expenses: 
  
  
  
  
  
Cost of goods sold192,374
 
 192,374
 202,901
 
 202,901
Selling, general and administrative expenses (1)
79,777
 34,680
 114,457
 81,484
 32,184
 113,668
Provision for bad debts286
 51,278
 51,564
 120
 58,088
 58,208
Charges and credits1,987
 
 1,987
 2,540
 
 2,540
Total costs and expense274,424
 85,958
 360,382
 287,045
 90,272
 377,317
Operating income (loss)33,946
 (17,555) 16,391
 36,005
 (18,089) 17,916
Interest expense
 23,470
 23,470
 
 19,702
 19,702
Loss on extinguishment of debt
 
 
 
 1,367
 1,367
Income (loss) before income taxes$33,946
 $(41,025) $(7,079) $36,005
 $(39,158) $(3,153)
            
United States. No single customer accounts for more than 10% of our total revenues.
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Financial information by segment is presented in the following tables:
Nine Months Ended October 31, 2016 Nine Months Ended October 31, 2015Three Months Ended July 31, 2017 Three Months Ended July 31, 2016
(in thousands)Retail Credit Total Retail Credit TotalRetail Credit Total Retail Credit Total
Revenues:                      
Furniture and mattress$309,766
 $
 $309,766
 $294,119
 $
 $294,119
$95,297
 $
 $95,297
 $105,562
 $
 $105,562
Home appliance275,048
 
 275,048
 267,796
 
 267,796
89,085
 
 89,085
 101,359
 
 101,359
Consumer electronic197,270
 
 197,270
 211,375
 
 211,375
52,946
 
 52,946
 65,735
 
 65,735
Home office66,921
 
 66,921
 71,033
 
 71,033
17,862
 
 17,862
 21,701
 
 21,701
Other15,264
 
 15,264
 14,164
 
 14,164
4,403
 
 4,403
 5,366
 
 5,366
Product sales864,269
 
 864,269
 858,487
 
 858,487
259,593
 
 259,593
 299,723
 
 299,723
Repair service agreement commissions82,849
 
 82,849
 77,590
 
 77,590
23,519
 
 23,519
 28,310
 
 28,310
Service revenues11,456
 
 11,456
 9,982
 
 9,982
3,301
 
 3,301
 3,966
 
 3,966
Total net sales958,574
 
 958,574
 946,059
 
 946,059
286,413
 
 286,413
 331,999
 
 331,999
Finance charges and other revenues1,268
 204,201
 205,469
 1,224
 209,076
 210,300
92
 80,142
 80,234
 437
 65,721
 66,158
Total revenues959,842
 204,201
 1,164,043
 947,283
 209,076
 1,156,359
286,505
 80,142
 366,647
 332,436
 65,721
 398,157
Costs and expenses: 
  
  
  
  
  
 
  
  
  
  
  
Cost of goods sold605,709
 
 605,709
 592,495
 
 592,495
172,306
 
 172,306
 208,869
 
 208,869
Selling, general and administrative expenses (1)
244,598
 102,952
 347,550
 226,394
 87,781
 314,175
78,667
 32,965
 111,632
 84,838
 35,008
 119,846
Provision for bad debts811
 169,167
 169,978
 513
 156,884
 157,397
165
 49,284
 49,449
 127
 60,069
 60,196
Charges and credits5,408
 
 5,408
 4,172
 
 4,172
4,068
 
 4,068
 2,895
 
 2,895
Total costs and expense856,526
 272,119
 1,128,645
 823,574
 244,665
 1,068,239
255,206
 82,249
 337,455
 296,729
 95,077
 391,806
Operating income (loss)103,316
 (67,918) 35,398
 123,709
 (35,589) 88,120
31,299
 (2,107) 29,192
 35,707
 (29,356) 6,351
Interest expense
 73,504
 73,504
 
 39,185
 39,185

 20,039
 20,039
 
 24,138
 24,138
Loss on extinguishment of debt
 
 
 
 1,367
 1,367

 2,097
 2,097
 
 
 
Income (loss) before income taxes$103,316
 $(141,422) $(38,106) $123,709
 $(76,141) $47,568
$31,299
 $(24,243) $7,056
 $35,707
 $(53,494) $(17,787)
(1)Selling, general and administrative expenses include the direct expenses of the retail and credit operations, allocated overhead expenses and a charge to the credit segment to reimburse the retail segment for expenses it incurs related to occupancy, personnel, advertising and other direct costs of the retail segment that benefit the credit operations by sourcing credit customers and collecting payments. The reimbursement received by the retail segment from the credit segment is estimated using an annual rate of 2.5% times the average portfolio balance for each applicable period. For the three months ended October 31, 2016 and 2015, the amount of overhead allocated to each segment was $6.7 million and $3.7 million, respectively. For the nine months ended October 31, 2016 and 2015, the amount of overhead allocated to each segment was $18.9 million and $10.6 million, respectively. For the three months ended October 31, 2016 and 2015, the amount of reimbursements made to the retail segment by the credit segment were $9.6 million and $9.3 million, respectively. For the nine months ended October 31, 2016 and 2015, the amount of reimbursements made to the retail segment by the credit segment were $29.0 million and $26.7 million, respectively.
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



 Six Months Ended July 31, 2017 Six Months Ended July 31, 2016
(in thousands)Retail Credit Total Retail Credit Total
Revenues:           
Furniture and mattress$189,740
 $
 $189,740
 $210,868
 $
 $210,868
Home appliance169,207
 
 169,207
 189,263
 
 189,263
Consumer electronic108,699
 
 108,699
 131,600
 
 131,600
Home office34,650
 
 34,650
 44,174
 
 44,174
Other8,659
 
 8,659
 10,308
 
 10,308
Product sales510,955
 
 510,955
 586,213
 
 586,213
Repair service agreement commissions48,215
 
 48,215
 56,495
 
 56,495
Service revenues6,528
 
 6,528
 7,833
 
 7,833
Total net sales565,698
 
 565,698
 650,541
 
 650,541
Finance charges and other revenues172
 156,603
 156,775
 931
 135,798
 136,729
Total revenues565,870
 156,603
 722,473
 651,472
 135,798
 787,270
Costs and expenses: 
  
  
  
  
  
Cost of goods sold344,256
 
 344,256
 413,335
 
 413,335
Selling, general and administrative expenses (1)
152,614
 65,555
 218,169
 164,821
 68,272
 233,093
Provision for bad debts395
 104,984
 105,379
 525
 117,889
 118,414
Charges and credits5,295
 
 5,295
 3,421
 
 3,421
Total costs and expense502,560
 170,539
 673,099
 582,102
 186,161
 768,263
Operating income (loss)63,310
 (13,936) 49,374
 69,370
 (50,363) 19,007
Interest expense
 44,047
 44,047
 
 50,034
 50,034
Loss on extinguishment of debt
 2,446
 2,446
 
 
 
Income (loss) before income taxes$63,310
 $(60,429) $2,881
 $69,370
 $(100,397) $(31,027)
(1)For the three months ended July 31, 2017 and 2016, the amount of corporate overhead allocated to each segment reflected in selling, general and administrative expense was $7.7 million and $6.5 million, respectively. For the three months ended July 31, 2017 and 2016, the amount of reimbursement made to the retail segment by the credit segment was $9.2 million and $9.6 million, respectively. For the six months ended July 31, 2017 and 2016, the amount of corporate overhead allocated to each segment reflected in selling, general and administrative expense was $14.2 million and $12.2 million, respectively. For the six months ended July 31, 2017 and 2016, the amount of reimbursement made to the retail segment by the credit segment was $18.7 million and $19.4 million, respectively.
10.
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. The direct or indirect subsidiariesAs of Conn's, Inc. that are not Guarantors areJuly 31, 2017 and January 31, 2017, the VIE and minor subsidiaries. Prior to transferring the securitized customer receivables to the 2015 VIE in September 2015, the only 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 loans, advancesdividends or dividends, except as provided by applicable law. distributions.
The following financial information presents the condensed consolidated balance sheet, statement of operations, and statement of cash flows for Conn's, Inc. (the issuer of the Senior Notes), the Guarantor Subsidiaries,Guarantors, and the Non-guarantorNon-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,
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(iii) Non-Guarantor Subsidiaries, and
(iv) the parent company and the subsidiaries on a consolidated basis at July 31, 2017 and January 31, 2017 (after the elimination of intercompany balances and transactions). Condensed consolidated net income (loss) is the same as condensed consolidated comprehensive income (loss) for the periods presented.
Condensed Consolidated Balance Sheet as of OctoberJuly 31, 2016.2017.
(in thousands)Conn's, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations ConsolidatedConn's, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated
Assets                  
Current assets:                  
Cash and cash equivalents$
 $59,065
 $
 $
 $59,065
$
 $35,018
 $
 $
 $35,018
Restricted cash
 
 130,979
 
 130,979

 
 86,436
 
 86,436
Customer accounts receivable, net of allowance
 67,313
 620,698
 
 688,011

 213,293
 430,855
 
 644,148
Other accounts receivable
 73,206
 
 
 73,206

 59,401
 
 
 59,401
Inventories
 204,537
 
 
 204,537

 196,768
 
 
 196,768
Other current assets9,930
 13,810
 3,076
 (3,076) 23,740

 19,711
 8,526
 (12,354) 15,883
Total current assets9,930
 417,931
 754,753
 (3,076) 1,179,538

 524,191
 525,817
 (12,354) 1,037,654
Investment in and advances to subsidiaries664,118
 234,641
 
 (898,759) 
673,953
 205,738
 
 (879,691) 
Long-term portion of customer accounts receivable, net of allowance
 119,617
 499,542
 
 619,159

 270,348
 331,642
 
 601,990
Long-term restricted cash
 
 35,497
 
 35,497
Property and equipment, net
 171,753
 
 
 171,753

 154,788
 
 
 154,788
Deferred income taxes66,910
 
 
 
 66,910
72,435
 
 
 
 72,435
Other assets
 7,777
 
 
 7,777

 8,196
 
 
 8,196
Total assets$740,958
 $951,719
 $1,289,792
 $(901,835) $2,080,634
$746,388
 $1,163,261
 $857,459
 $(892,045) $1,875,063
Liabilities and Stockholders' Equity                  
Current liabilities:                  
Current maturities of capital lease obligations$
 $752
 $
 $
 $752
$
 $906
 $
 $
 $906
Accounts payable
 116,469
 
 
 116,469

 100,268
 
 
 100,268
Accrued expenses4,800
 44,083
 4,859
 (1,674) 52,068
685
 54,162
 5,660
 (3,828) 56,679
Other current liabilities
 18,131
 5,664
 
 23,795

 25,335
 4,146
 (8,526) 20,955
Total current liabilities4,800
 179,435
 10,523
 (1,674) 193,084
685
 180,671
 9,806
 (12,354) 178,808
Deferred rent
 89,294
 
 
 89,294

 85,538
 
 
 85,538
Long-term debt and capital lease obligations219,465
 1,126
 1,038,418
 
 1,259,009
220,426
 204,534
 635,760
 
 1,060,720
Other long-term liabilities
 17,746
 4,808
 
 22,554

 18,565
 6,155
 
 24,720
Total liabilities224,265
 287,601
 1,053,749
 (1,674) 1,563,941
221,111
 489,308
 651,721
 (12,354) 1,349,786
Total stockholders' equity516,693
 664,118
 236,043
 (900,161) 516,693
525,277
 673,953
 205,738
 (879,691) 525,277
Total liabilities and stockholders' equity$740,958
 $951,719
 $1,289,792
 $(901,835) $2,080,634
$746,388
 $1,163,261
 $857,459
 $(892,045) $1,875,063
Deferred income taxes related to tax attributes of the Guarantors and Non-Guarantor Subsidiaries are reflected under Conn's, Inc.

CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Condensed Consolidated Balance Sheet as of January 31, 2016.2017.
(in thousands)Conn's, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations ConsolidatedConn's, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated
Assets                  
Current assets:                  
Cash and cash equivalents$
 $12,254
 $
 $
 $12,254
$
 $23,566
 $
 $
 $23,566
Restricted cash
 
 64,151
 
 64,151

 
 110,698
 
 110,698
Customer accounts receivable, net of allowance
 353,781
 390,150
 
 743,931

 173,054
 529,108
 
 702,162
Other accounts receivable
 95,404
 
 
 95,404

 69,286
 
 
 69,286
Inventories
 201,969
 
 
 201,969

 164,856
 
 
 164,856
Other current assets10,774
 20,092
 3,405
 (3,405) 30,866

 21,505
 7,368
 (11,768) 17,105
Total current assets10,774
 683,500
 457,706
 (3,405) 1,148,575

 452,267
 647,174
 (11,768) 1,087,673
Investment in and advances to subsidiaries676,492
 95,787
 
 (772,279) 
678,149
 220,107
 
 (898,256) 
Long-term portion of customer accounts receivable, net of allowance
 300,391
 331,254
 
 631,645

 295,522
 320,382
 
 615,904
Long-term restricted cash
 
 14,425
 
 14,425
Property and equipment, net
 151,483
 
 
 151,483

 159,202
 
 
 159,202
Deferred income taxes70,219
 
 
 
 70,219
71,442
 
 
 
 71,442
Other assets
 8,953
 
 
 8,953

 6,913
 
 
 6,913
Total assets$757,485
 $1,240,114
 $803,385
 $(775,684) $2,025,300
$749,591
 $1,134,011
 $967,556
 $(910,024) $1,941,134
Liabilities and Stockholders' Equity                  
Current liabilities:                  
Current maturities of capital lease obligations$
 $799
 $
 $
 $799
$
 $849
 $
 $
 $849
Accounts payable
 86,797
 
 
 86,797

 101,612
 
 
 101,612
Accrued expenses736
 37,002
 1,636
 
 39,374
686
 40,287
 6,525
 (4,399) 43,099
Other current liabilities
 17,510
 1,645
 
 19,155

 25,230
 3,961
 (7,370) 21,821
Total current liabilities736
 142,108
 3,281
 
 146,125
686
 167,978
 10,486
 (11,769) 167,381
Deferred rent
 74,559
 
 
 74,559

 87,957
 
 
 87,957
Long-term debt and capital lease obligations218,468
 330,896
 699,515
 
 1,248,879
219,768
 179,044
 745,581
 
 1,144,393
Other long-term liabilities
 16,059
 1,397
 
 17,456

 20,883
 2,730
 
 23,613
Total liabilities219,204
 563,622
 704,193
 
 1,487,019
220,454
 455,862
 758,797
 (11,769) 1,423,344
Total stockholders' equity538,281
 676,492
 99,192
 (775,684) 538,281
529,137
 678,149
 208,759
 (898,255) 517,790
Total liabilities and stockholders' equity$757,485
 $1,240,114
 $803,385
 $(775,684) $2,025,300
$749,591
 $1,134,011
 $967,556
 $(910,024) $1,941,134
Deferred income taxes related to tax attributes of the Guarantors and Non-Guarantor Subsidiaries are reflected under Conn's, Inc.

CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Condensed Consolidated Statement of Operations for the three months ended OctoberJuly 31, 2016.2017.
(in thousands)Conn's, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations ConsolidatedConn's, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated
Revenues:                  
Total net sales$
 $308,033
 $
 $
 $308,033
$
 $286,413
 $
 $
 $286,413
Finance charges and other revenues
 22,326
 46,414
 
 68,740

 40,279
 39,955
 
 80,234
Servicing fee revenue
 15,073
 
 (15,073) 

 12,648
 
 (12,648) 
Total revenues
 345,432
 46,414
 (15,073) 376,773

 339,340
 39,955
 (12,648) 366,647
Costs and expenses: 
  
  
  
  
 
  
  
  
  
Cost of goods sold
 192,374
 
 
 192,374

 172,306
 
 
 172,306
Selling, general and administrative expenses
 114,457
 15,073
 (15,073) 114,457

 111,455
 12,825
 (12,648) 111,632
Provision for bad debts
 31,672
 19,892
 
 51,564

 25,418
 24,031
 
 49,449
Charges and credits
 1,987
 
 
 1,987

 4,068
 
 
 4,068
Total costs and expenses
 340,490
 34,965
 (15,073) 360,382

 313,247
 36,856
 (12,648) 337,455
Operating income
 4,942
 11,449
 
 16,391

 26,093
 3,099
 
 29,192
Loss (income) from consolidated subsidiaries924
 2,404
 
 (3,328) 
Interest expense4,447
 3,876
 15,147
 
 23,470
4,443
 743
 14,853
 
 20,039
Loss on extinguishment of debt
 
 2,097
 
 2,097
Income (loss) before income taxes(5,371) (1,338) (3,698) 3,328
 (7,079)(4,443) 25,350
 (13,851) 
 7,056
Provision (benefit) for income taxes(1,556) (414) (1,294) 
 (3,264)(1,967) 12,124
 (7,374) 
 2,783
Net income (loss)$(3,815) $(924) $(2,404) $3,328
 $(3,815)
Net income (loss) before consolidation$(2,476) $13,226
 $(6,477) $
 $4,273
Income (loss) from consolidated subsidiaries (after tax)$6,749
 $(6,477) $
 $(272) $
Consolidated net income (loss)$4,273
 $6,749
 $(6,477) $(272) $4,273
Condensed Consolidated Statement of Operations for the three months ended OctoberJuly 31, 2015.2016.
(in thousands)Conn's, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations ConsolidatedConn's, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated
Revenues:                  
Total net sales$
 $322,634
 $
 $
 $322,634
$
 $331,999
 $
 $
 $331,999
Finance charges and other revenues
 23,274
 49,325
 
 72,599

 33,062
 33,096
 
 66,158
Servicing fee revenue
 15,929
 
 (15,929) 

 13,176
 
 (13,176) 
Total revenues
 361,837
 49,325
 (15,929) 395,233

 378,237
 33,096
 (13,176) 398,157
Costs and expenses: 
  
  
  
  
 
  
  
  
  
Cost of goods sold
 202,901
 
 
 202,901

 208,869
 
 
 208,869
Selling, general and administrative expenses
 113,668
 15,929
 (15,929) 113,668

 119,846
 13,176
 (13,176) 119,846
Provision for bad debts
 27,047
 31,161
 
 58,208

 20,830
 39,366
 
 60,196
Charges and credits
 2,540
 
 
 2,540

 2,895
 
 
 2,895
Total costs and expenses
 346,156
 47,090
 (15,929) 377,317

 352,440
 52,542
 (13,176) 391,806
Operating income
 15,681
 2,235
 
 17,916

 25,797
 (19,446) 
 6,351
Loss (income) from consolidated subsidiaries(921) 6,349
 
 (5,428) 
Interest expense4,658
 3,041
 12,003
 
 19,702
4,397
 3,352
 16,389
 
 24,138
Loss on extinguishment of debt483
 884
 
 
 1,367
Income (loss) before income taxes(4,220) 5,407
 (9,768) 5,428
 (3,153)(4,397) 22,445
 (35,835) 
 (17,787)
Provision (benefit) for income taxes(1,799) 4,486
 (3,419) 
 (732)(1,449) 7,398
 (11,812) 
 (5,863)
Net income (loss)$(2,421) $921
 $(6,349) $5,428
 $(2,421)
Net income (loss) before consolidation$(2,948) $15,047
 $(24,023) $
 $(11,924)
Income (loss) from consolidated subsidiaries (after tax)$(8,976) $(24,023) $
 $32,999
 $
Consolidated net income (loss)$(11,924) $(8,976) $(24,023) $32,999
 $(11,924)
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Condensed Consolidated Statement of Operations for the nine months ended October 31, 2016.
(in thousands)Conn's, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated
Revenues:         
Total net sales$
 $958,574
 $
 $
 $958,574
Finance charges and other revenues
 85,560
 119,909
 
 205,469
Servicing fee revenue
 45,384
 
 (45,384) 
Total revenues
 1,089,518
 119,909
 (45,384) 1,164,043
Costs and expenses: 
  
  
  
  
Cost of goods sold
 605,709
 
 
 605,709
Selling, general and administrative expenses
 347,550
 45,384
 (45,384) 347,550
Provision for bad debts
 88,084
 81,894
 
 169,978
Charges and credits
 5,408
 
 
 5,408
Total costs and expenses
 1,046,751
 127,278
 (45,384) 1,128,645
Operating income
 42,767
 (7,369) 
 35,398
Loss (income) from consolidated subsidiaries16,849
 37,107
 
 (53,956) 
Interest expense13,290
 10,496
 49,718
 
 73,504
Income (loss) before income taxes(30,139) (4,836) (57,087) 53,956
 (38,106)
Provision (benefit) for income taxes(4,651) 12,013
 (19,980) 
 (12,618)
Net income (loss)$(25,488) $(16,849) $(37,107) $53,956
 $(25,488)

Condensed Consolidated Statement of Operations for the ninesix months ended OctoberJuly 31, 2015.2017.
(in thousands)Conn's, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations ConsolidatedConn's, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated
Revenues:                  
Total net sales$
 $946,059
 $
 $
 $946,059
$
 $565,698
 $
 $
 $565,698
Finance charges and other revenues
 160,975
 49,325
 
 210,300

 77,077
 79,698
 
 156,775
Servicing fee revenue
 15,929
 
 (15,929) 

 27,832
 
 (27,832) 
Total revenues
 1,122,963
 49,325
 (15,929) 1,156,359

 670,607
 79,698
 (27,832) 722,473
Costs and expenses: 
  
  
  
  
 
  
  
  
  
Cost of goods sold
 592,495
 
 
 592,495

 344,256
 
 
 344,256
Selling, general and administrative expenses
 314,175
 15,929
 (15,929) 314,175

 217,688
 28,313
 (27,832) 218,169
Provision for bad debts
 126,236
 31,161
 
 157,397

 19,985
 85,394
 
 105,379
Charges and credits
 4,172
 
 
 4,172

 5,295
 
 
 5,295
Total costs and expenses
 1,037,078
 47,090
 (15,929) 1,068,239

 587,224
 113,707
 (27,832) 673,099
Operating income
 85,885
 2,235
 
 88,120

 83,383
 (34,009) 
 49,374
Loss (income) from consolidated subsidiaries(39,298) 6,349
 
 32,949
 
Interest expense14,139
 13,043
 12,003
 
 39,185
8,886
 2,521
 32,640
 
 44,047
Loss on extinguishment of debt483
 884
 
 
 1,367

 349
 2,097
 
 2,446
Income (loss) before income taxes24,676
 65,609
 (9,768) (32,949) 47,568
(8,886) 80,513
 (68,746) 
 2,881
Provision (benefit) for income taxes(5,118) 26,311
 (3,419) 
 17,774
(3,664) 33,200
 (28,348) 
 1,188
Net income (loss)$29,794
 $39,298
 $(6,349) $(32,949) $29,794
Net income (loss) before consolidation$(5,222) $47,313
 $(40,398) $
 $1,693
Income (loss) from consolidated subsidiaries (after tax)$6,915
 $(40,398) $
 $33,483
 $
Consolidated net income (loss)$1,693
 $6,915
 $(40,398) $33,483
 $1,693
Condensed Consolidated Statement of Operations for the six months ended July 31, 2016.
(in thousands)Conn's, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated
Revenues:         
Total net sales$
 $650,541
 $
 $
 $650,541
Finance charges and other revenues
 63,234
 73,495
 
 136,729
Servicing fee revenue
 30,311
 
 (30,311) 
Total revenues
 744,086
 73,495
 (30,311) 787,270
Costs and expenses: 
  
  
  
  
Cost of goods sold
 413,335
 
 
 413,335
Selling, general and administrative expenses
 233,093
 30,311
 (30,311) 233,093
Provision for bad debts
 56,412
 62,002
 
 118,414
Charges and credits
 3,421
 
 
 3,421
Total costs and expenses
 706,261
 92,313
 (30,311) 768,263
Operating income
 37,825
 (18,818) 
 19,007
Interest expense8,843
 6,620
 34,571
 
 50,034
Income (loss) before income taxes(8,843) 31,205
 (53,389) 
 (31,027)
Provision (benefit) for income taxes(2,666) 9,408
 (16,096) 
 (9,354)
Net income (loss) before consolidation$(6,177) $21,797
 $(37,293) $
 $(21,673)
Income (loss) from consolidated subsidiaries (after tax)$(15,496) $(37,293) $
 $52,789
 $
Consolidated net income (loss)$(21,673) $(15,496) $(37,293) $52,789
 $(21,673)
CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




Condensed Consolidated Statement of Cash Flows for the six months ended July 31, 2017.
(in thousands)Conn's, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated
Net cash provided by (used in) operating activities$(1,905) $(388,785) $481,231
 $
 $90,541
Cash flows from investing activities:  
   
   
   
   
Purchase of customer accounts receivables
 
 (466,056) 466,056
 
Sale of customer accounts receivables
 466,056
 
 (466,056) 
Purchase of property and equipment
 (6,135) 
 
 (6,135)
Proceeds from sales of property
 
 
 
 
Net cash provided by (used in) investing activities
 459,921
 (466,056) 
 (6,135)
Cash flows from financing activities: 
  
  
  
  
Proceeds from issuance of asset-backed notes
 
 469,814
 
 469,814
Payments on asset-backed notes
 (78,779) (504,520) 
 (583,299)
Changes in restricted cash balances
 
 24,262
 
 24,262
Borrowings from revolving credit facility
 844,941
 
 
 844,941
Payments on revolving credit facility
 (822,441) 
 
 (822,441)
Payment of debt issuance costs and amendment fees
 (2,864) (4,731) 
 (7,595)
Proceeds from stock issued under employee benefit plans1,905
 
 
 
 1,905
Other
 (541) 
 
 (541)
Net cash provided by (used in) financing activities1,905
 (59,684) (15,175) 
 (72,954)
Net change in cash and cash equivalents
 11,452
 
 
 11,452
Cash and cash equivalents, beginning of period
 23,566
 
 
 23,566
Cash and cash equivalents, end of period$
 $35,018
 $
 $
 $35,018


CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Condensed Consolidated Statement of Cash Flows for the ninesix months ended OctoberJuly 31, 2016.
(in thousands)Conn's, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations ConsolidatedConn's, Inc. Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated
Net cash provided by (used in) operating activities$(13,544) $(606,570) $803,125
 $
 $183,011
$(29,362) $(383,337) $544,638
 $
 $131,939
Cash flows from investing activities:  
   
   
   
   
  
   
   
   
   
Purchase of customer accounts receivables
 
 (1,038,226) 1,038,226
 

 
 (478,080) 478,080
 
Sale of customer accounts receivables
 1,038,226
 
 (1,038,226) 

 478,080
 
 (478,080) 
Purchase of property and equipment
 (41,804) 
 
 (41,804)
 (32,020) 
 
 (32,020)
Proceeds from sales of property
 686
 
 
 686

 686
 
 
 686
Net change in intercompany12,719
 

 

 (12,719) 
28,743
     (28,743) 
Net cash provided by (used in) investing activities12,719
 997,108
 (1,038,226) (12,719) (41,118)28,743
 446,746
 (478,080) (28,743) (31,334)
Cash flows from financing activities: 
  
  
  
  
 
  
  
  
  
Proceeds from issuance of asset-backed notes
 
 1,067,850
 
 1,067,850

 
 493,540
 
 493,540
Payments on asset-backed notes
 
 (736,266) 
 (736,266)
 
 (537,819) 
 (537,819)
Changes in restricted cash balances
 
 (87,900) 
 (87,900)
 
 (17,406) 
 (17,406)
Borrowings from revolving credit facility
 529,352
 
 
 529,352

 405,378
 
 
 405,378
Payments on revolving credit facility
 (858,559) 
 
 (858,559)
 (435,085) 
 
 (435,085)
Payment of debt issuance costs and amendment fees
 (1,192) (8,583) 
 (9,775)
 (1,216) (4,873) 
 (6,089)
Proceeds from stock issued under employee benefit plans824
 
 
 
 824
618
 
 
 
 618
Net change in intercompany
 (12,719) 

 12,719
 

 (28,743)   28,743
 
Other1
 (609) 
 
 (608)1
 (462) 
 
 (461)
Net cash provided by (used in) financing activities825
 (343,727) 235,101
 12,719
 (95,082)619
 (60,128) (66,558) 28,743
 (97,324)
Net change in cash and cash equivalents
 46,811
 
 
 46,811

 3,281
 
 
 3,281
Cash and cash equivalents, beginning of period
 12,254
 
 
 12,254

 12,254
 
 
 12,254
Cash and cash equivalents, end of period$
 $59,065
 $
 $
 $59,065
$
 $15,535
 $
 $
 $15,535

CONN'S, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Condensed Consolidated Statement11.     Subsequent Events
Initial Financing under Warehouse Financing Transaction. On August 15, 2017, affiliates of Cash Flows for the nine months ended October 31, 2015.
(in thousands)Conn's, Inc. Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated
Net cash provided by (used in) operating activities$33,226
 $(366,367) $267,847
 $
 $(65,294)
Cash flows from investing activities: 
  
  
  
  
Purchase of customer accounts receivables
 
 (1,076,106) 1,076,106
 
Sale of customer accounts receivables
 1,076,106
 
 (1,076,106) 
Purchase of property and equipment
 (46,667) 
 
 (46,667)
Proceeds from sales of property
 5,609
 
 
 5,609
Net change in intercompany78,204
 
 
 (78,204) 
Net cash provided by (used in) investing activities78,204
 1,035,048
 (1,076,106) (78,204) (41,058)
Cash flows from financing activities: 
  
  
  
  
Proceeds from issuance of asset-backed notes
 
 1,118,000
 
 1,118,000
Payments on asset-backed notes
 
 (184,349) 
 (184,349)
Changes in restricted cash balances
 
 (97,924) 
 (97,924)
Borrowings from revolving credit facility
 277,081
 
 
 277,081
Payments on revolving credit facility
 (805,193) 
 
 (805,193)
Repurchase of senior notes(22,965) 
 
 
 (22,965)
Payment of debt issuance costs and amendment fees
 (4,403) (27,468) 
 (31,871)
Repurchase of common stock(51,680) 
 
 
 (51,680)
Proceeds from stock issued under employee benefit plans2,034
 
 
 
 2,034
Net change in intercompany
 (78,204) 
 78,204
 
Other479
 (412) 
 
 67
Net cash provided by (used in) financing activities(72,132) (611,131) 808,259
 78,204
 203,200
Net change in cash and cash equivalents39,298
 57,550
 
 
 96,848
Cash and cash equivalents, beginning of period
 12,223
 
 
 12,223
Cash and cash equivalents, end of period$39,298
 $69,773
 $
 $
 $109,071
Company closed on the initial financing in the amount of $79.9 million (the "Initial Financing") under that certain receivables warehouse financing transaction entered into on August 8, 2017. The net proceeds of the Initial Financing were used to prepay in full the Class B Notes and Class C Notes, which had been issued by Conn’s Receivables Funding 2016-A, LLC under a securitization transaction entered into on March 17, 2016, that were still outstanding as of August 15, 2017.

Early Redemption of 2016-A Class B Notes and Class C Notes. On August 15, 2017, the Company completed the redemption of its Series 2016-A Class B Notes and Class C Notes (collectively, the "2016-A Redeemed Notes") at an aggregate redemption price of $102.9 million (which was equal to the entire outstanding principal of, plus accrued interest and the call premium on, the 2016-A Redeemed Notes). The net funds used to call the notes was $78.6 million, which is equal to the redemption price less adjustments of $24.3 million for funds held in reserve and collection accounts in accordance with the terms of the applicable indenture governing the 2016-A Redeemed Notes. The difference between the net proceeds of the Initial Financing and the carrying value of the 2016-A Redeemed Notes at redemption was not material.

Hurricane Harvey. On August 25, 2017, Hurricane Harvey made landfall near Port Aransas, Texas as a Category 4 hurricane. As a result of the hurricane and unprecedented levels of rain and flooding, the Company closed 23 of its 116 retail stores, its distribution and service centers in Beaumont and Houston, and its Beaumont corporate office. The Company has since reopened all retail stores, its affected distribution and service centers, and its Beaumont corporate office. In total, the Company lost approximately 100 selling days as a result of the storm. The Company is still in the process of assessing the extent of the impact from this natural disaster, including the potential impact on our collection efforts and receivables portfolio.

ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  
Forward-Looking Statements 
This report contains forward-looking statements within the meaning of the federal securities laws, including but not limited to, the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Such forward-looking statements include information concerning our future financial performance, business strategy, plans, goals and objectives. Statements containing the words "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "project," "should," “predict,” “will,” “potential,” or the negative of such terms or other similar expressions are generally forward-looking in nature and not historical facts. Such forward-looking statements are based on our current expectations. We can give no assurance that such statements will prove to be correct, and actual results may differ materially. A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by our forward-looking statements including, but not limited to: general economic conditions impacting our customers or potential customers; our ability to execute periodic securitizations of future originated customer loans including the sale of any remaining residual equity on favorable terms; our ability to continue existing customer financing programs or to offer new customer financing programs; changes in the delinquency status of our credit portfolio; unfavorable developments in ongoing litigation; increased regulatory oversight; higher than anticipated net charge-offs in the credit portfolio; the success of our planned opening of new stores; technological and market developments and sales trends for our major product offerings; our ability to manage effectively the selection of our major product offerings; our ability to protect against cyber-attacks or data security breaches and to protect the integrity and security of individually identifiable data of our customers and employees; our ability to fund itsour operations, capital expenditures, debt repayment and expansion from cash flows from operations, borrowings from our revolving credit facility, and proceeds from accessing debt or equity markets; the ability to continue the repurchase program; and other risks detailed in Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended January 31, 20162017 and other reports filed with the SEC. If one or more of these or other risks or uncertainties materialize (or the consequences of such a development changes), or should our underlying assumptions prove incorrect, actual outcomes may vary materially from those reflected in our forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.otherwise, or to provide periodic updates or guidance. All forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements.
The Company makes available in the investor relations section of its website at ir.conns.com updated monthly reports to the holders of its asset-backed notes. This information reflects the performance of the securitized portfolio only, in contrast to the financial statements contained herein, which reflect the performance of all of the Company's outstanding receivables, including those originated subsequent to those included in the securitized portfolio. The website and the information contained on our website is not incorporated in this Quarterly Report on Form 10-Q or any other document filed with the SEC.
Overview

We encourage you to read this Management's Discussion and Analysis of Financial Condition and Results of Operations in conjunction with the accompanying consolidated financial statements and related notes. Our fiscal year ends on January 31. References to a fiscal year refer to the calendar year in which the fiscal year ends.
Executive Summary
Total revenues decreased to $376.8$366.6 million for the three months ended OctoberJuly 31, 2016,2017 compared to $395.2$398.2 million for the three months ended OctoberJuly 31, 2015.2016. Retail revenues decreased to $286.5 million for the three months ended July 31, 2017 from $332.4 million for the three months ended July 31, 2016. The decrease in retail revenue was primarily driven by a decrease in same store sales of 10.1%15.1%, partially offset by new store growth. Slower sales growth wasSales were negatively impacted by underwriting changes made during the 2017 fiscal year, the transition of our lease-to-own partner and general softness in consumer spending. Credit revenue increased to $80.1 million for the fourth quarter of fiscal 2016 and during fiscal 2017.three months ended July 31, 2017 from $65.7 million for the three months ended July 31, 2016. The decreaseincrease in credit revenue was primarilyresulted from the resultorigination of lower credit insurance commissions due to higher claim volumesour higher-yielding direct loan product, which resulted in Louisiana afteran increase in the floods and lower average rates in new states, as well as theportfolio yield rate of 15.0%to 18.7% from 14.0%, 80 basis points lower than a year ago, partially offset by growtha 4.2% decline in the average balance of the customer receivable portfolio of 3.9%.portfolio.
Retail gross margin for the three months ended OctoberJuly 31, 20162017 was 37.5%39.8%, an increase of 40270 basis points versusfrom the 37.1% reported in the comparable quarter last year.three months ended July 31, 2016. The increase in retail gross margin was driven byprimarily due to improved product marginmargins, favorable product mix and an increase in repair service agreement commissions, partially offset by the impact softer sales have on our fixedlower warehouse expenses as a result of increased efficiencies and delivery costs.further optimization.
Selling, general and administrative expenses ("SG&A") for the three months ended OctoberJuly 31, 20162017 was $114.5$111.6 million, an increasea decrease of $0.8$8.2 million, or 0.7%6.9%, over the same prior year period.three months ended July 31, 2016. The SG&A decrease in the retail segment was primarily due to lowera decrease in compensation, advertising, and advertisingoccupancy costs, partially offset by higher new store occupancy costs and an increase in the corporate overhead allocation. The SG&A fordecrease in the credit segment increasedwas primarily due to thea decrease in compensation costs, partially offset by an increase in the corporate overhead allocation and charge to the credit segment to reimburse the retail segment for expenses, partially offset by lower compensation costs.allocation. The increase in the corporate overhead allocation made to each of the segments was driven by an increase in compensation expense and in investments we are making in ITinformation technology and other personnel to support long-term performance improvement initiatives.

Provision for bad debts for the third quarter of fiscalthree months ended July 31, 2017 was $51.6$49.4 million, a decrease of $6.6$10.7 million from the samecomparable prior-year period. ThisThe most significant reasons for the decrease was primarilyin the provision for bad debts for the three months ended July 31, 2017 compared to the three months ended July 31, 2016 were (i) a decrease in our estimated non-TDR incurred loss rate as a result of smallerthe inclusion of first payment default rates as a factor in our allowance for bad debts estimate, (ii) changes in estimates of $5.0 million reflected as an increase to provision for bad debts for the three months ended July 31, 2016 related to sales tax recovery on previously charged-off accounts, (iii) growth in the allowance for bad debt due to slowercustomer receivables portfolio growth and underwriting changes made in the fourth quarter of fiscalthree months ended July 31, 2016 and during fiscalcompared to a decline in the three months ended July 31, 2017, partially offset by higher net-charge offs.(iv) an increase in the provision related to TDR accounts.
Interest expense increaseddecreased to $23.5$20.0 million for the three months ended OctoberJuly 31, 2016,2017, compared to $19.7$24.1 million for the three months ended OctoberJuly 31, 2015,2016, primarily reflecting a lower effective cost of borrowing and lower average outstanding balance of debt. Interest expense during the increase in outstanding debt due tosecond quarter of fiscal year 2018 benefited from the asset-backed notes issued byearly redemption of our consolidated VIEs.Series 2015-A Class B Notes (the "2015-A Redeemed Notes").
Net lossincome for the three months ended OctoberJuly 31, 20162017 was $3.8$4.3 million or $0.12 loss$0.14 per diluted share, which included the netcertain pre-tax charges of $2.0$6.2 million or $0.04$0.12 per diluted share, primarily from facility closures, impairments from disposals, legal and professional fees related to executive management severance costs, an increase in our securities-related litigation,indirect tax audit reserve, and charges for severance.the loss on extinguishment of debt related to the early redemption of our 2015-A Redeemed Notes. This compares to a net loss for the three months ended OctoberJuly 31, 20152016 of $2.4$11.9 million, or $0.07 earnings$0.39 per diluted share, which included net pre-tax charges of $2.5$2.9 million, or $0.06 per diluted share, primarily related to legal and professional fees related to the exploration of strategic alternatives and securities-related litigation, and executive management transition costs, and loss on extinguishment of debt of $1.4 million, or $0.03 per diluted share on an after-tax basis.costs.
Company Initiatives
In the second quarter of fiscal year 2018, we maintained our focus on enhancing our credit platform to improve near-term results and support the pursuit of the Company’s long-term growth objectives. Retail execution and margin remain strong, despite the impact of tighter underwriting and other factors, demonstrating our differentiated business model and the significant value we provide our customers. We believe our credit operations will benefit from the structural changes we continue to make to increase yield, reduce losses and improve overall credit performance. We delivered the following financial and operational results in the second quarter of fiscal year 2018:
Continued to benefit from our portfolio transitioning to our higher yielding direct loan product, which contributed to an increase in the weighted average origination loan yield to 27.5% in the second quarter of fiscal year 2018 from 21.4% in the second quarter of fiscal year 2017, an increase of over 600 basis points;

Increased retail gross margin for the second quarter of fiscal year 2018 to 39.8%, an increase of over 270 basis points over the second quarter of fiscal year 2017 rate of 37.1%, driven primarily by improved product margins and mix, and lower warehouse costs;
Successfully opened one new store in Virginia, increasing our total number of stores to 116;
Completed the early redemption of our 2015-A Redeemed Notes, which contributed to a $4.0 million reduction in interest expense in the second quarter of fiscal year 2018 compared to the first quarter of fiscal year 2018; and
Fully integrated our lease-to-own product platform through Progressive Leasing, which we offer to our customers who do not qualify for our proprietary credit programs.
We believe we are positioning ourselvespositioned to prudently execute our long-term growth strategiesstrategy and reduce financial and operational risk while enhancing shareholder value. As a result, we expectWe continue to execute on the following strategic priorities for fiscal 2017year 2018:
Implement our direct loan program in certain additional states to be a transitional year as we work on improving the performance offurther enhance our credit operation while moderating our retail growth plan. Our initiatives include:yield;
Completing implementation of an updated underwriting strategyContinue to refine and continuing to review and modifyenhance our underwriting analysismodel and standards to improve the overall quality of our credit portfolio by quickly adapting to changes in consumer behavior, the regulatory environment, and portfolio performance;
During the third quarter of fiscal 2017, we implemented our new direct consumer loan program, at a higher interest rate of up to 30%, across all Texas locations and are targeting the implementation of similar programs in other states with similar regulatory frameworks by the end of fiscal 2018;
In states where regulations do not generally limit the interest rate charged, we recently increased our rates to 29.99%.
During the first quarter of fiscal 2017, we made changes to our no-interest programs to improve returnsfocus on capital and increase the yield on our portfolio, including reducing the availability of cash-option, no-interest programs to higher risk customers and moving origination of long-term equal-payment, no-interest programs to a third-party;
Focusing on further improvement of execution within our collection operations to reduce delinquency rates and future charge-offs;charge-offs to improve future credit segment profitability;
Focusing onLower our cost of funds;
Optimize our mix of quality, branded products and reduce warehouse, delivery and transportation costs to improve operating performance;increase our retail gross margin;
Reducing warehouse and delivery costs;
OptimizingMaintain focus on cost control of our product offering;SG&A expenses; and
During the nine months ended October 31, 2016, we opened tenOpen three new stores, in Alabama (1), Louisiana (2), Mississippi (1), Nevada (1), North Carolina (2), South Carolina (1) and Tennessee (2), with no additional openings planned forall of which were successfully opened during the remainderfirst half of the year.fiscal year 2018.
Outlook
The broad appeal of the Conn's store to our geographically diverse core demographic, provides long-term opportunity to expand towards a nationalthe historical unit economics and current retail platform.real estate market conditions provide us ample room for continued expansion. There are many markets in the United States with similar demographic characteristics similar to those in our current customer base.existing footprint, which provides substantial opportunities for future growth. We plan to continue to improve our operating results by optimizingleveraging our existing infrastructure and seeking to continually optimize the efficiency of our marketing, merchandising, sourcing, distribution and credit operations. Expanding our store base over the long-term allows usAs we penetrate new markets, we expect to increase our purchase volumes, achieve distribution efficiencies further leverage our existing corporate and regional infrastructure and strengthen our relationships with our key vendors. We also expect our increased store base and higher net sales to further leverage our existing corporate and regional infrastructure.

Results of Operations 
The following tables present certain financial and other information, on a consolidated and segment basis: 
Consolidated:Three Months Ended 
 October 31,
 Nine Months Ended 
 October 31,
Three Months Ended 
 July 31,
 Six Months Ended 
 July 31,
(in thousands)2016 2015 Change 2016 2015 Change2017 2016 Change 2017 2016 Change
Revenues:                      
Total net sales$308,033
 $322,634
 $(14,601) $958,574
 $946,059
 $12,515
$286,413
 $331,999
 $(45,586) $565,698
 $650,541
 $(84,843)
Finance charges and other revenues68,740
 72,599
 (3,859) 205,469
 210,300
 (4,831)80,234
 66,158
 14,076
 156,775
 136,729
 20,046
Total revenues376,773
 395,233
 (18,460) 1,164,043
 1,156,359
 7,684
366,647
 398,157
 (31,510) 722,473
 787,270
 (64,797)
Costs and expenses: 
  
  
      
 
  
  
      
Cost of goods sold192,374
 202,901
 (10,527) 605,709
 592,495
 13,214
172,306
 208,869
 (36,563) 344,256
 413,335
 (69,079)
Selling, general and administrative expenses114,457
 113,668
 789
 347,550
 314,175
 33,375
111,632
 119,846
 (8,214) 218,169
 233,093
 (14,924)
Provision for bad debts51,564
 58,208
 (6,644) 169,978
 157,397
 12,581
49,449
 60,196
 (10,747) 105,379
 118,414
 (13,035)
Charges and credits1,987
 2,540
 (553) 5,408
 4,172
 1,236
4,068
 2,895
 1,173
 5,295
 3,421
 1,874
Total costs and expenses360,382
 377,317
 (16,935) 1,128,645
 1,068,239
 60,406
337,455
 391,806
 (54,351) 673,099
 768,263
 (95,164)
Operating income16,391
 17,916
 (1,525) 35,398
 88,120
 (52,722)29,192
 6,351
 22,841
 49,374
 19,007
 30,367
Interest expense23,470
 19,702
 3,768
 73,504
 39,185
 34,319
20,039
 24,138
 (4,099) 44,047
 50,034
 (5,987)
Loss on extinguishment of debt
 1,367
 (1,367) 
 1,367
 (1,367)2,097
 
 2,097
 2,446
 
 2,446
Income (loss) before income taxes(7,079) (3,153) (3,926) (38,106) 47,568
 (85,674)7,056
 (17,787) 24,843
 2,881
 (31,027) 33,908
Provision (benefit) for income taxes(3,264) (732) (2,532) (12,618) 17,774
 (30,392)2,783
 (5,863) 8,646
 1,188
 (9,354) 10,542
Net income (loss)$(3,815) $(2,421) $(1,394) $(25,488) $29,794
 $(55,282)$4,273
 $(11,924) $16,197
 $1,693
 $(21,673) $23,366
Supplementary Operating Segment Information
Operating segments are defined as components of an enterprise that engage in business activities and for which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker to make decisions about how to allocate resources and assess performance. We are a leading specialty retailer and offer a broad selection of quality, branded durable consumer goods and related services in addition to a proprietary credit solution for our core credit-constrained consumers. We have two operating segments: (i) retail and (ii) credit. Our operating segments complement one another. The retail segment operates primarily through our stores and website and its product offerings include furniture and mattresses, home appliances, consumer electronics and home office products from leading global brands across a wide range of price points. Our credit segment offers affordable financing solutions to a large, under-served population of credit-constrained consumers who typically have limited credit alternatives. Our operating segments provide customers the opportunity to comparison shop across brands with confidence in our competitive prices as well as affordable monthly payment options, next day delivery and installation in the majority of our markets, and product repair service. We believe our large, attractively merchandised retail stores and credit solutions offer a distinctive value proposition compared to other retailers that target our core customer demographic. The operating segments follow the same accounting policies used in our consolidated financial statements.
We evaluate a segment’s performance based upon operating income before taxes. Selling, general and administrative expenses include the direct expenses of the retail and credit operations, allocated corporate overhead expenses, and a charge to the credit segment to reimburse the retail segment for expenses it incurs related to occupancy, personnel, advertising and other direct costs of the retail segment which benefit the credit operations by sourcing credit customers and collecting payments. The reimbursement received by the retail segment from the credit segment is estimated using an annual rate of 2.5% multiplied by the average portfolio balance for each applicable period.

The following table represents total revenues, costs and expenses, operating income and income before taxes attributable to these operating segments for the periods indicated:
Retail Segment:Three Months Ended 
 October 31,
 Nine Months Ended 
 October 31,
Three Months Ended 
 July 31,
 Six Months Ended 
 July 31,
(in thousands)2016 2015 Change 2016 2015 Change2017 2016 Change 2017 2016 Change
Revenues:





















Product sales$278,056
 $293,122
 $(15,066) $864,269
 $858,487
 $5,782
$259,593
 $299,723
 $(40,130) $510,955
 $586,213
 $(75,258)
Repair service agreement commissions26,354
 26,038
 316
 82,849
 77,590
 5,259
23,519
 28,310
 (4,791) 48,215
 56,495
 (8,280)
Service revenues3,623
 3,474
 149
 11,456
 9,982
 1,474
3,301
 3,966
 (665) 6,528
 7,833
 (1,305)
Total net sales308,033
 322,634
 (14,601) 958,574
 946,059
 12,515
286,413
 331,999
 (45,586) 565,698
 650,541
 (84,843)
Other revenues337
 416
 (79) 1,268
 1,224
 44
92
 437
 (345) 172
 931
 (759)
Total revenues308,370
 323,050
 (14,680) 959,842
 947,283
 12,559
286,505
 332,436
 (45,931) 565,870
 651,472
 (85,602)
Costs and expenses: 
  
    
  
   
  
    
  
  
Cost of goods sold192,374
 202,901
 (10,527) 605,709
 592,495
 13,214
172,306
 208,869
 (36,563) 344,256
 413,335
 (69,079)
Selling, general and administrative expenses (1)
79,777
 81,484
 (1,707) 244,598
 226,394
 18,204
78,667
 84,838
 (6,171) 152,614
 164,821
 (12,207)
Provision for bad debts286
 120
 166
 811
 513
 298
165
 127
 38
 395
 525
 (130)
Charges and credits1,987
 2,540
 (553) 5,408
 4,172
 1,236
4,068
 2,895
 1,173
 5,295
 3,421
 1,874
Total costs and expenses274,424
 287,045
 (12,621) 856,526
 823,574
 32,952
255,206
 296,729
 (41,523) 502,560
 582,102
 (79,542)
Operating income$33,946
 $36,005
 $(2,059) $103,316
 $123,709
 $(20,393)$31,299
 $35,707
 $(4,408) $63,310
 $69,370
 $(6,060)
Number of stores:                      
Beginning of period112
 95
   103
 90
  115
 108
   113
 103
  
Open1
 6
   10
 13
  1
 4
   3
 9
  
Closed
 
   
 (2)  
 
   
 
  
End of period113
 101
   113
 101
  116
 112
   116
 112
  
Credit Segment:Three Months Ended 
 October 31,
 Nine Months Ended 
 October 31,
Three Months Ended 
 July 31,
 Six Months Ended 
 July 31,
(in thousands)2016 2015 Change 2016 2015 Change2017 2016 Change 2017 2016 Change
Revenues -                      
Finance charges and other revenues$68,403
 $72,183
 $(3,780) $204,201
 $209,076
 $(4,875)$80,142
 $65,721
 $14,421
 $156,603
 $135,798
 $20,805
Costs and expenses: 
  
  
  
  
  
 
  
  
  
  
  
Selling, general and administrative expenses (1)
34,680
 32,184
 2,496
 102,952
 87,781
 15,171
32,965
 35,008
 (2,043) 65,555
 68,272
 (2,717)
Provision for bad debts51,278
 58,088
 (6,810) 169,167
 156,884
 12,283
49,284
 60,069
 (10,785) 104,984
 117,889
 (12,905)
Total cost and expenses85,958
 90,272
 (4,314) 272,119
 244,665
 27,454
82,249
 95,077
 (12,828) 170,539
 186,161
 (15,622)
Operating loss(17,555) (18,089) 534
 (67,918) (35,589) (32,329)(2,107) (29,356) 27,249
 (13,936) (50,363) 36,427
Interest expense23,470
 19,702
 3,768
 73,504
 39,185
 34,319
20,039
 24,138
 (4,099) 44,047
 50,034
 (5,987)
Loss on extinguishment of debt
 1,367
 (1,367) 
 1,367
 (1,367)2,097
 
 2,097
 2,446
 
 2,446
Loss before income taxes$(41,025) $(39,158) $(1,867) $(141,422) $(76,141) $(65,281)$(24,243) $(53,494) $29,251
 $(60,429) $(100,397) $39,968
(1)Selling, general and administrative expenses include the direct expenses of the retail and credit operations, allocated overhead expenses and a charge to the credit segment to reimburse the retail segment for expenses it incurs related to occupancy, personnel, advertising and other direct costs of the retail segment that benefit the credit operations by sourcing credit customers and collecting payments. The reimbursement received by the retail segment from the credit segment is estimated using an annual rate of 2.5% times the average portfolio balance for each applicable period. For the three months ended OctoberJuly 31, 20162017 and 2015,2016, the amount of corporate overhead allocated to each segment reflected in selling, general and administrative expense was $6.7$7.7 million and $3.7 million, respectively. For the nine months ended October 31, 2016 and 2015, the amount of overhead allocated to each segment was $18.9 million and $10.6$6.5 million, respectively. For the three months ended OctoberJuly 31, 20162017 and 2015,2016, the amount of reimbursementsreimbursement made to the retail segment by the credit segment were $9.6was $9.2 million and $9.3$9.6 million, respectively. For the ninesix months ended OctoberJuly 31, 20162017 and 2015,2016, the amount of reimbursementscorporate overhead allocated to each segment reflected in selling, general and administrative expense was $14.2 million and $12.2 million, respectively. For the six months ended July 31, 2017 and 2016, the amount of reimbursement made to the retail segment by the credit segment were $29.0was $18.7 million and $26.7$19.4 million, respectively.


Three months ended OctoberJuly 31, 20162017 compared to three months ended OctoberJuly 31, 20152016
Revenues
The following table provides an analysis of retail net sales by product category in each period, including repair service agreement commissions and service revenues, expressed both in dollar amounts and as a percent of total net sales:
Three Months Ended October 31,   % Same storeThree Months Ended July 31,   % Same store
(dollars in thousands)2016 % of Total 2015 % of Total Change Change % change2017 % of Total 2016 % of Total Change Change % change
Furniture and mattress$98,898
 32.1% $105,735
 32.7% $(6,837) (6.5)% (13.5)%$95,297
 33.3% $105,562
 31.8% $(10,265) (9.7)% (12.8)%
Home appliance85,785
 27.8
 86,434
 26.8
 (649) (0.8) (6.5)89,085
 31.1
 101,359
 30.5
 (12,274) (12.1) (13.7)
Consumer electronic65,670
 21.3
 70,263
 21.8
 (4,593) (6.5) (9.9)52,946
 18.5
 65,735
 19.8
 (12,789) (19.5) (19.5)
Home office22,747
 7.5
 26,108
 8.1
 (3,361) (12.9) (15.5)17,862
 6.2
 21,701
 6.6
 (3,839) (17.7) (17.6)
Other4,956
 1.6
 4,582
 1.4
 374
 8.2
 (3.9)4,403
 1.5
 5,366
 1.6
 (963) (17.9) (17.7)
Product sales278,056
 90.3
 293,122
 90.8
 (15,066) (5.1) (10.6)259,593
 90.6
 299,723
 90.3
 (40,130) (13.4) (15.0)
Repair service agreement commissions26,354
 8.5
 26,038
 8.1
 316
 1.2
 (6.2)23,519
 8.2
 28,310
 8.5
 (4,791) (16.9) (15.7)
Service revenues3,623
 1.2
 3,474
 1.1
 149
 4.3
  
3,301
 1.2
 3,966
 1.2
 (665) (16.8)  
Total net sales$308,033
 100.0% $322,634
 100.0% $(14,601) (4.5)% (10.1)%$286,413
 100.0% $331,999
 100.0% $(45,586) (13.7)% (15.1)%
SlowerThe decrease in same store sales growth was impacted by underwriting changes made in the fourth quarter of fiscal 2016 and during fiscal 2017.year 2017, the transition of our lease-to-own partner and general softness in consumer spending. The following provides a summary of the performance of our product categories during the second quarter of fiscal year 2018 compared to the priorsecond quarter of fiscal year period:2017:
Furniture unit volume decreased 13.7%24.3%, partially offset by a 6.8%12.6% increase in average selling price;
Mattress unit volume decreased 7.3%15.9%, partially offset by a 4.8%11.3% increase in average selling price;
Home appliance unit volume decreased 12.0% and average selling price decreased 6.0%, partially offset by a 5.6% increase in unit volume. Total sales for laundry increased 3.2%, cooking decreased 7.0%, and refrigeration decreased 2.0%;

Consumer electronic unit volume decreased 11.8%21.2%, partially offset by a 6.9%2.1% increase in average selling price. Television sales decreased 5.7% as unit volume decreased 11.6%, partially offset by a 6.7% increase in average selling price; and
Home office unit volume decreased 12.2%13.2% and average selling price decreased 1.0%5.1%.
The following table provides the change of the components of finance charges and other revenues:
Three Months Ended 
 October 31,
  Three Months Ended 
 July 31,
  
(in thousands)2016 2015 Change2017 2016 Change
Interest income and fees$58,404
 $58,961
 $(557)$69,490
 $54,502
 $14,988
Insurance commissions9,999
 13,222
 (3,223)10,652
 11,219
 (567)
Other revenues337
 416
 (79)92
 437
 (345)
Finance charges and other revenues$68,740
 $72,599
 $(3,859)$80,234
 $66,158
 $14,076
The decreaseincrease in interest income and fees was due to a yield rate of 15.0%, 8018.7% during the second quarter of fiscal year 2018, 470 basis points lowerhigher than the priorsecond quarter of fiscal year period,2017, partially offset by growtha decline of 4.2% in the average balance of the customer receivable portfolioportfolio. Interest income and fees for the second quarter of 3.9%. Insurance commissions decreased overfiscal year 2017 included the priornegative impact of adjustments of $8.2 million as a result of changes in estimates for allowances for no-interest option credit programs and deferred interest. Excluding the impact of changes in estimates, the yield rate increased 260 basis points from the second quarter of fiscal year period due to higher claim volumes in Louisiana after the floods, which resulted in lower retrospective commissions earned. Insurance commissions were also impacted by the growth of sales in states that have lower premium requirements.2017.

The following table provides key portfolio performance information: 
Three Months Ended 
 October 31,
  Three Months Ended 
 July 31,
  
(dollars in thousands)2016 2015 Change2017 2016 Change
Interest income and fees$58,404
 $58,961
 $(557)$69,490
 $54,502
 $14,988
Net charge-offs(50,216) (43,766) (6,450)(54,626) (55,192) 566
Interest expense(23,470) (19,702) (3,768)(20,039) (24,138) 4,099
Net portfolio yield$(15,282) $(4,507) $(10,775)
Net portfolio income$(5,175) $(24,828) $19,653
Average portfolio balance$1,542,767
 $1,484,972
 $57,795
$1,475,822
 $1,540,224
 $(64,402)
Interest income and fee yield (annualized)15.0% 15.8%  18.7% 14.0%  
Net charge-off % (annualized)13.0% 11.8%  14.8% 14.3%  
Cost of Goods Sold and Retail Gross Margin
Three Months Ended 
 October 31,
  Three Months Ended 
 July 31,
  
(dollars in thousands)2016 2015 Change2017 2016 Change
Total net sales$286,413
 $331,999
 $(45,586)
Cost of goods sold$192,374
 $202,901
 $(10,527)$172,306
 $208,869
 $(36,563)
Retail gross margin37.5% 37.1%  
39.8% 37.1%  
The increase in retail gross margin was driven byprimarily due to improved product marginmargins across all product categories, favorable product mix and an increase in repair service agreement commissions, partially offset by the impact softer sales have on our fixedlower warehouse, delivery and delivery costs.transportation expenses through increased efficiencies and further optimization.
Selling, General and Administrative Expenses
Three Months Ended 
 October 31,
  Three Months Ended 
 July 31,
  
(dollars in thousands)2016 2015 Change2017 2016 Change
Selling, general and administrative expenses:          
Retail segment$79,777
 $81,484
 $(1,707)$78,667
 $84,838
 $(6,171)
Credit segment34,680
 32,184
 2,496
32,965
 35,008
 (2,043)
Selling, general and administrative expenses - Consolidated$114,457
 $113,668
 $789
$111,632
 $119,846
 $(8,214)
Selling, general and administrative expenses as a percent of total revenues30.4% 28.8%  
30.4% 30.1%  
The SG&A decrease in the retail segment was primarily due to lowera decrease in compensation, advertising, and advertisingstore occupancy costs, partially offset by higher new store occupancy costs and an increase in the corporate overhead allocation. The decrease in retail revenue resulted in an increase ofin SG&A as a percent of segment revenues of 70200 basis points for the second quarter of fiscal year 2018 as compared to the priorsecond quarter of fiscal year period.2017. The SG&A fordecrease in the credit segment increasedwas primarily due to thea decrease in compensation costs, partially offset by an increase in the corporate overhead allocation and the charge to the credit segment to reimburse the retail segment for expenses, partially offset by lower compensation costs.allocation. As a percent of average total customer portfolio balance (annualized), SG&A for the credit segment in the current periodsecond quarter of fiscal year 2018 increased 3020 basis points as compared to the priorsecond quarter of fiscal year period.2017. The increase in the corporate overhead allocation made to each of the segments was driven by investments we are making in ITinformation technology and other personnel to support long-term performance improvement initiatives.



Provision for Bad Debts
Three Months Ended 
 October 31,
  Three Months Ended 
 July 31,
  
(dollars in thousands)2016 2015 Change2017 2016 Change
Provision for bad debts:          
Retail segment$286
 $120
 $166
$165
 $127
 $38
Credit segment51,278
 58,088
 (6,810)49,284
 60,069
 (10,785)
Provision for bad debts - Consolidated$51,564
 $58,208
 $(6,644)$49,449
 $60,196
 $(10,747)
Provision for bad debts - Credit segment, as a percent of average portfolio balance (annualized)13.3% 15.6%  
13.4% 15.6%  
The decrease in provision for bad debts was primarilydecreased by $10.8 million for the three months ended July 31, 2017 compared to the three months ended July 31, 2016. The most significant reasons for the decrease in the provision for bad debts for the three months ended July 31, 2017 compared to the three months ended July 31, 2016 were (i) a decrease in our estimated non-TDR incurred loss rate as a result of the inclusion of first payment default rates as a smallerfactor in our allowance for bad debts estimate, (ii) changes in estimates of $5.0 million reflected as an increase to provision for bad debts for the three months ended July 31, 2016 related to sales tax recovery on previously charged-off accounts, (iii) growth in the allowance for bad debt due to slowercustomer receivables portfolio growth and underwriting changes made in the fourth quarter of fiscalthree months ended July 31, 2016 and during fiscalcompared to a decline in the three months ended July 31, 2017, partially offset by higher net-charge offs.(iv) an increase in the provision related to TDR accounts.
Charges and Credits
Three Months Ended 
 October 31,
  Three Months Ended 
 July 31,
  
(in thousands)2016 2015 Change2017 2016 Change
Store and facility closure costs$954
 $212
 $742
Facility closure costs$122
 $
 $122
Impairments from disposals595
 
 595

 1,385
 (1,385)
Legal and professional fees related to the exploration of strategic alternatives and securities-related litigation158
 999
 (841)34
 135
 (101)
Employee severance280
 
 280
1,317
 1,213
 104
Indirect tax audit reserve2,595
 
 2,595
Executive management transition costs
 1,329
 (1,329)
 162
 (162)
$1,987
 $2,540
 $(553)$4,068
 $2,895
 $1,173
During the three months ended OctoberJuly 31, 2017, we primarily incurred charges related to severance costs due to a change in our executive management team and a charge related to an increase to our indirect tax audit reserve. During the three months ended July 31, 2016, we had costsincurred charges associated with facility closures, impairments from disposals of two real estate assets, legal and professional fees related to our securities-related litigation, and charges for severance.severance and transition costs due to changes in the executive management team. The impairments from disposals included the write-off of leasehold improvements for one store we relocated prior to the end of its useful life and incurred costs for terminated store projects prior to starting construction. During the three months ended October 31, 2015, we had costs associated with charges related to the closing of under-performing retail locations, legal and professional fees related to our exploration of strategic alternatives and our securities-related litigation, and transition costs due to changes in the executive management team.store.
Interest Expense
For the three months ended OctoberJuly 31, 2016,2017, net interest expense increaseddecreased by $3.8$4.1 million from the prior year comparative period, primarily reflecting the increase ina lower weighted average cost of borrowing and a lower average outstanding debt due to the asset-backed notes issued by our consolidated VIEs.balance of debt.
Loss on Extinguishment of Debt
During the three months ended OctoberJuly 31, 2015, we repurchased $23.0 million of face of value of the Senior Notes for $22.9 million, which resulted in a loss on extinguishment of $0.5 million, primarily due to the write-off of related deferred costs. Also, in connection with entering into the amended revolving credit facility,2017, we wrote-off $0.9$2.1 million of debt issuance costs related to the previous revolving credit facility for lenders that did not continue to participate.

early retirement of our 2015-A Redeemed Notes.
Provision for Income Taxes
Three Months Ended 
 October 31,
  Three Months Ended 
 July 31,
  
(dollars in thousands)2016 2015 Change2017 2016 Change
Provision (benefit) for income taxes$(3,264) $(732) $(2,532)$2,783
 $(5,863) $8,646
Effective tax rate46.1% 23.2%  
39.4% 33.0%  

The increase in the income tax rate for the three months ended OctoberJuly 31, 2017 compared to the three months ended July 31, 2016 was impacted primarily by discrete items, including benefits from employmentdue to an increase in the provision for state income taxes. The increase in the provision for state taxes reflects the negative impact of state taxes on the effective tax credits and additional state deductions claimed.
Ninerate due to an operating loss recorded during the three months ended OctoberJuly 31, 20162016.

Six months ended July 31, 2017 compared to ninesix months ended OctoberJuly 31, 20152016
Revenues
The following table provides an analysis of retail net sales by product category in each period, including repair service agreement commissions and service revenues, expressed both in dollar amounts and as a percent of total net sales:
Nine Months Ended October 31,   % Same storeSix Months Ended July 31,   % Same store
(dollars in thousands)2016 % of Total 2015 % of Total Change Change % change2017 % of Total 2016 % of Total Change Change % change
Furniture and mattress$309,766
 32.3% $294,119
 31.1% $15,647
 5.3 % (3.4)%$189,740
 33.5% $210,868
 32.4% $(21,128) (10.0)% (13.2)%
Home appliance275,048
 28.7
 267,796
 28.3
 7,252
 2.7
 (3.8)169,207
 29.9
 189,263
 29.1
 (20,056) (10.6) (12.5)
Consumer electronic197,270
 20.6
 211,375
 22.3
 (14,105) (6.7) (11.2)108,699
 19.2
 131,600
 20.2
 (22,901) (17.4) (18.6)
Home office66,921
 7.0
 71,033
 7.5
 (4,112) (5.8) (9.6)34,650
 6.1
 44,174
 6.8
 (9,524) (21.6) (22.4)
Other15,264
 1.6
 14,164
 1.5
 1,100
 7.8
 (1.3)8,659
 1.6
 10,308
 1.6
 (1,649) (16.0) (18.6)
Product sales864,269
 90.2
 858,487
 90.7
 5,782
 0.7
 (6.0)510,955
 90.3
 586,213
 90.1
 (75,258) (12.8) (15.0)
Repair service agreement commissions82,849
 8.6
 77,590
 8.2
 5,259
 6.8
 (1.4)48,215
 8.5
 56,495
 8.7
 (8,280) (14.7) (15.6)
Service revenues11,456
 1.2
 9,982
 1.1
 1,474
 14.8
  6,528
 1.2
 7,833
 1.2
 (1,305) (16.7)  
Total net sales$958,574
 100.0% $946,059
 100.0% $12,515
 1.3 % (5.4)%$565,698
 100.0% $650,541
 100.0% $(84,843) (13.0)% (15.1)%
Excluding the impact of our April 2015 decision to exit video game products, digital cameras, and certain tablets,The decrease in same store sales for the nine months ended October 31, 2016 decreased 4.6%. Slower sales growth was also impacted by underwriting changes made during fiscal year 2017, one less business day in 2017 versus the fourth quarter of fiscalleap year in 2016 and during fiscal 2017.general softness in consumer spending. The following provides a summary of the performance of our product categories during the quarterfirst half of fiscal year 2018 compared to the priorfirst half of fiscal year period:2017:
Furniture unit volume increased 2.8%, and average selling price increased 3.2%;
Mattress unit volume increased 6.6%decreased 24.2%, partially offset by a 2.1% decrease12.2% increase in average selling price;
Mattress unit volume decreased 18.5%, partially offset by a 13.1% increase in average selling price;
Home appliance unit volume increased 5.4%, partially offset by a 2.1% decrease indecreased 10.8% and average selling price. Total sales for refrigeration increased 4.0%, laundry increased 3.3%, and cooking was flat;price decreased 1.9%;
Consumer electronic unit volume decreased 10.8%, partially offset by a 5.3% increase in18.6% and average selling price. Television sales decreased 3.8% as unit volume decreased 10.5%, partially offset by a 7.5% increase in average selling price. Excluding the impact from exiting video game products and digital cameras, consumer electronics same store sales decreased 9.0%;price was flat; and
Home office unit volume decreased 9.9%, partially offset by a 4.8% increase in21.2% and average selling price. Excluding the impact from exiting certain tablets, home office same store salesprice decreased 7.1%1.5%.

The following table provides the change of the components of finance charges and other revenues:
Nine Months Ended 
 October 31,
  Six Months Ended 
 July 31,
  
(in thousands)2016 2015 Change2017 2016 Change
Interest income and fees$173,527
 $171,763
 $1,764
$136,621
 $115,123
 $21,498
Insurance commissions30,674
 37,313
 (6,639)19,982
 20,675
 (693)
Other revenues1,268
 1,224
 44
172
 931
 (759)
Finance charges and other revenues$205,469
 $210,300
 $(4,831)$156,775
 $136,729
 $20,046
InterestThe increase in interest income and fees was due to a yield rate of 18.4% during the credit segment increased overfirst half of fiscal year 2018, 350 basis points higher than the priorfirst half of fiscal year primarily driven2017, partially offset by a 8.8% increasedecline of 3.6% in the average balance of the portfolio, partially offset by a yield ratecustomer receivable portfolio. Interest income and fees for the first half of 14.9%, 120 basis points lower than the priorfiscal year period, which2017 included the negative impact of adjustments of $8.2 million as a result of changes in estimates of amounts for allowances for no-interest option credit programs and deferred interest. Excluding the impact of the changes in estimates, the yield was down 50rate increased 250 basis points compared tofrom the priorfirst half of fiscal year period. Insurance commissions decreased over the prior year period primarily due to the decrease in retrospective commissions as a result of higher claim volumes in Louisiana after the floods and higher charge-offs. Insurance commissions were also impacted by the decline in the number of loans with insurance products and the growth of sales in states that have lower premium requirements.2017.

The following table provides key portfolio performance information: 
Nine Months Ended 
 October 31,
  Six Months Ended 
 July 31,
  
(dollars in thousands)2016 2015 Change2017 2016 Change
Interest income and fees$173,527
 $171,763
 $1,764
$136,621
 $115,123
 $21,498
Net charge-offs(159,204) (126,980) (32,224)(113,874) (108,987) (4,887)
Interest expense(73,504) (39,185) (34,319)(44,047) (50,034) 5,987
Net portfolio yield$(59,181) $5,598
 $(64,779)
Net portfolio income$(21,300) $(43,898) $22,598
Average portfolio balance$1,548,966
 $1,424,317
 $124,649
$1,495,675
 $1,551,847
 $(56,172)
Interest income and fee yield % (annualized)14.9% 16.1%  
Interest income and fee yield (annualized)18.4% 14.9%  
Net charge-off % (annualized)13.7% 11.9%  15.2% 14.0%  
Cost of Goods Sold and Retail Gross Margin
Nine Months Ended 
 October 31,
  Six Months Ended 
 July 31,
  
(dollars in thousands)2016 2015 Change2017 2016 Change
Total net sales$565,698
 $650,541
 $(84,843)
Cost of goods sold$605,709
 $592,495
 $13,214
$344,256
 $413,335
 $(69,079)
Retail gross margin36.8% 37.4%  
39.1% 36.5%  
The decreaseincrease in retail gross margin was driven by the impact softer sales have on our fixed warehouse and delivery costs and higher inventory shrink, partially offset by theprimarily due to improved product margins across all product categories, favorable shift in product mix towards the furniture and mattress category.lower warehouse, delivery and transportation expenses through increased efficiencies and further optimization.
Selling, General and Administrative Expenses
Nine Months Ended 
 October 31,
  Six Months Ended 
 July 31,
  
(dollars in thousands)2016 2015 Change2017 2016 Change
Selling, general and administrative expenses:          
Retail segment$244,598
 $226,394
 $18,204
$152,614
 $164,821
 $(12,207)
Credit segment102,952
 87,781
 15,171
65,555
 68,272
 (2,717)
Selling, general and administrative expenses - Consolidated$347,550
 $314,175
 $33,375
$218,169
 $233,093
 $(14,924)
As a percent of total revenues29.9% 27.2%  
Selling, general and administrative expenses as a percent of total revenues30.2% 29.6%  
The increase in SG&A fordecrease in the retail segment was primarily due to higher newa decrease in compensation, advertising, and store occupancy advertising and compensation, whichcosts, partially offset by an increase in the corporate overhead allocation. The decrease in retail revenue resulted in an increase in SG&A as a percent of segment revenues of 160170 basis points for the first half of fiscal year 2018 as compared to the priorfirst half of fiscal year period.2017. The increase in SG&A fordecrease in the credit segment was drivenprimarily due to a decrease in compensation costs, partially offset by an increase in the additional investments in credit personnel to improve long-term credit performance.corporate overhead allocation. As a percent of average total customer portfolio balance (annualized), SG&A for the credit segment in the current period increased 70 basis pointsfirst half of fiscal year 2018 remained the same as compared to the priorfirst half of fiscal year period. Total SG&A2017. The increase in the corporate overhead allocation made to each of the segments was also impacteddriven by investments we are making in ITinformation technology and other personnel to support long-term performance improvement initiatives.



Provision for Bad Debts
Nine Months Ended 
 October 31,
  Six Months Ended 
 July 31,
  
(dollars in thousands)2016 2015 Change2017 2016 Change
Provision for bad debts:          
Retail segment$811
 $513
 $298
$395
 $525
 $(130)
Credit segment169,167
 156,884
 12,283
104,984
 117,889
 (12,905)
Provision for bad debts - Consolidated$169,978
 $157,397
 $12,581
$105,379
 $118,414
 $(13,035)
Provision for bad debts - Credit segment, as a percent of average portfolio balance (annualized)14.6% 14.7%  
14.0% 15.2%  
The year-over-year increase in the credit segment provision for bad debts was impacteddecreased by $13.0 million for the following:
During the ninesix months ended OctoberJuly 31, 2016,2017 compared to the six months ended July 31, 2016. The most significant reasons for the decrease in the provision for bad debts increased by $5.0 millionfor the six months ended July 31, 2017 compared to the six months ended July 31, 2016 were (i) a decrease in our estimated non-TDR incurred loss rate as a result of the inclusion of first payment default rates as a factor in our allowance for bad debts estimate, (ii) changes in estimates of $5.0 million reflected as it relatesan increase to provision for bad debts for the six months ended July 31, 2016 related to sales tax recovery on previously charged-off accounts;
An 8.8% increaseaccounts, (iii) a larger decrease in the average receivable portfolio balance; and
The balance of customer receivables accounted for as troubled debt restructurings increasedportfolio in the six months ended July 31, 2017 compared to $134.4 million, or 8.8% of the total portfolio balance, driving $4.0 million of additional provision for bad debts.six months ended July 31, 2016, partially offset by higher net-charge offs in the six months ended July 31, 2017 compared to the six months ended July 31, 2016.
Charges and Credits
Nine Months Ended 
 October 31,
  Six Months Ended 
 July 31,
  
(in thousands)2016 2015 Change2017 2016 Change
Store and facility closure costs$954
 $637
 $317
Facility closure costs$1,349
 $
 $1,349
Impairments from disposals1,980
 
 1,980

 1,385
 (1,385)
Legal and professional fees related to the exploration of strategic alternatives and securities-related litigation747
 2,206
 (1,459)34
 589
 (555)
Employee severance1,493
 
 1,493
1,317
 1,213
 104
Indirect tax audit reserve2,595
 
 2,595
Executive management transition costs234
 1,329
 (1,095)
 234
 (234)
$5,408
 $4,172
 $1,236
$5,295
 $3,421
 $1,874
During the ninesix months ended OctoberJuly 31, 2017, we incurred exit costs associated with reducing the square footage of a distribution center, charges for severance and transition costs due to changes in our executive management team and an increase to our indirect tax audit reserve. During the six months ended July 31, 2016, we had costs associated with facility closures, impairments from disposals of two real estate assets, legal and professional fees related to our securities-related litigation, charges for severance and transition costs due to changes in the executive management team. The impairments from disposals included the write-off of leasehold improvements for two stores we relocated prior to the end of their useful lives and incurred costs for terminated store projects prior to starting construction. During the nine months ended October 31, 2015, we had costs associated with charges related to the closing of under-performing retail locations, legal and professional fees related to our exploration of strategic alternatives and our securities-related litigation, and transition costs due to changes in the executive management team.one store.
Interest Expense
For the ninesix months ended OctoberJuly 31, 2016,2017, net interest expense increaseddecreased by $34.3$6.0 million from the prior year comparative period, primarily reflecting the increase ina lower weighted average cost of borrowing and a lower average outstanding debt due to the asset-backed notes issued by our consolidated VIEs.balance of debt.
Loss on Extinguishment of Debt
During the ninesix months ended OctoberJuly 31, 2015, we repurchased $23.0 million of face of value of the Senior Notes for $22.9 million, which resulted in a loss on extinguishment of $0.5 million, primarily due to the write-off of related deferred costs. Also, in connection with entering into the amended revolving credit facility,2017, we wrote-off $0.9$2.4 million of debt issuance costs related to the previousan amendment to our revolving credit facility for lenders that did not continue to participate.participate and the early retirement of our 2015-A Redeemed Notes.

Provision for Income Taxes
Nine Months Ended 
 October 31,
  Six Months Ended 
 July 31,
  
(dollars in thousands)2016 2015 Change2017 2016 Change
Provision (benefit) for income taxes$(12,618) $17,774
 $(30,392)$1,188
 $(9,354) $10,542
Effective tax rate33.1% 37.4%  
41.2% 30.1%  
The decreaseincrease in the income tax rate for the ninesix months ended OctoberJuly 31, 2017 compared to the six months ended July 31, 2016 was impacted by discrete items, including benefits from employment tax credits and additionalprimarily due to an increase in the provision for state deductions claimed, and tax expense fromincome taxes. The increase in the provision for state taxes offsettingreflects the federal incomenegative impact of state taxes on the effective tax benefit.rate due to an operating loss recorded during the six months ended July 31, 2016.
Customer Receivable Portfolio
We provide in-house financing to individual consumers on a short- and medium-term basis (contractual terms generally range from 12 to 36 months) for the purchase of durable products for the home. A significant portion of our customer credit portfolio is due from customers that are considered higher-risk, subprime borrowers. Our financing is executed using contracts that require fixed monthly payments over fixed terms. We maintain a secured interest in the product financed. If a payment is delayed, missed or paid only in part, the account becomes delinquent. Our collection personnel attempt to contact a customer once their account becomes delinquent. Our loan contracts generally provide for interest at the maximum rate allowed by the respective regulations in the states in which we operate, which generally range between 18% and 30%. During the third quarter of fiscal 2017, we implemented our new direct consumer loan program across all Texas locations. During the first quarter of fiscal year 2018, we implemented our new direct loan program in all Louisiana locations. The statestates of Texas representsand Louisiana represent approximately 70%72% of our recentsecond quarter of fiscal year 2018 originations, which under our previous offeringofferings had a maximum equivalent interest rate of approximately 21%, compared to an interest rate of up to 30% under our new direct loan program.programs. Additionally, we are working through the regulatory framework to raise our interest rates in certain other states that represent 14% of our originations.states. In states where regulations do not generally limit the interest rate charged, we recently increased our rates in the third quarter of fiscal year 2017 to 29.99%.
We offer 12- and 18-month cash-option, no-interest finance programs. If the customer is delinquent in making a scheduled monthly payment or does not repay the principal in full by the end of the no-interest program period (grace periods are provided), the account does not qualify for the no-interest provision and none of the interest earned is waived. We previously offered 18- and 24-month equal-payment, no-interest finance programs to certain higher credit quality borrowers. If a customer is delinquent in making a scheduled monthly payment (grace periods are provided), the account begins accruing interest based on the contract rate from the date of the last payment made.
We regularly extend or "re-age" a portion of our delinquent customer accounts as a part of our normal collection procedures to protect our investment. Generally, extensions are granted to customers who have experienced a financial difficulty (such as the temporary loss of employment), which is subsequently resolved, and when the customer indicates a willingness and ability to resume making monthly payments. Re-ages are not granted to debtors who demonstrate a lack of intent or ability to service the obligation or have reached our limits for account re-aging. These re-ages involve modifying the payment terms to defer a portion of the cash payments currently required of the debtor to help the debtor improve his or her financial condition and eventually be able to pay us. Our re-aging of customer accounts does not change the interest rate or the total amount due from the customer and typically does not reduce the monthly contractual payments. We may also charge the customer an extension fee, which approximates the interest owed for the time period the contract was past due. To a much lesser extent, we may provide the customer the ability to re-age their obligation by refinancing the account, which does not change the interest rate or the total amount due from the customer but does reduce the monthly contractual payments and extends the term. Under these options, as with extensions, the customer must resolve the reason for delinquency and show a willingness and ability to resume making contractual monthly payments.

The following tables present, for comparison purposes, information about our managed portfolio (information reflects on a combined basis the securitized receivables transferred to the VIEs and receivables not transferred to the VIEs): 
As of October 31,As of July 31,

2016 20152017 2016
Weighted average credit score of outstanding balances(1)
591
 594
589
 595
Average outstanding customer balance$2,354
 $2,370
$2,375
 $2,365
Balances 60+ days past due as a percentage of total customer portfolio balance(2)
11.0% 10.2%10.4% 9.6%
Re-aged balance as a percentage of total customer portfolio balance(2)
16.0% 14.0%16.0% 15.3%
Account balances re-aged more than six months (in thousands)$73,385
 $58,502
$75,694
 $69,415
Allowance for bad debts as a percentage of total customer portfolio balance13.3% 12.0%13.7% 13.0%
Percent of total customer portfolio balance represented by no-interest option receivables28.3% 36.2%24.1% 33.3%


Three Months Ended 
 October 31,

Nine Months Ended 
 October 31,
Three Months Ended 
 July 31,

Six Months Ended 
 July 31,

2016 2015 2016 20152017 2016 2017 2016
Total applications processed326,131
 306,749
 975,363
 911,346
297,587
 334,854
 587,914
 649,232
Weighted average origination credit score of sales financed(1)
610
 613
 610
 615
609
 611
 608
 610
Percent of total applications approved and utilized32.7% 42.2% 35.1% 43.8%32.8% 35.4% 32.1% 36.1%
Average down payment3.1% 3.1% 3.4% 3.5%3.0% 3.3% 3.3% 3.6%
Average income of credit customer at origination$42,200
 $40,900
 $41,400
 $40,600
$42,300
 $41,500
 $42,200
 $40,900
Percent of retail sales paid for by: 
  
  
  
 
  
  
  
In-house financing, including down payment received72.3% 79.9% 69.8% 82.6%72.6% 71.8% 71.6% 73.6%
Third-party financing16.4% 9.8% 15.4% 6.6%17.2% 17.2% 16.2% 14.9%
Third-party rent-to-own option5.2% 4.1% 5.1% 4.4%
Third-party lease-to-own option3.8% 4.9% 5.7% 5.1%

93.9% 93.8% 90.3% 93.6%93.6% 93.9% 93.5% 93.6%
(1)Credit scores exclude non-scored accounts.
(2)Accounts that become delinquent after being re-aged are included in both the delinquency and re-aged amounts.
The decrease in the weighted average credit score of outstanding balances and the weighted average origination credit score of sales financed was driven by us reducing the availability of cash-option, no-interest programs to higher risk customers and moving origination of long-term equal-payment, no-interest programs to a third-party, partially offset by underwriting changes made in the fourth quarter of fiscal year 2016 and during fiscal year 2017. The underwriting changes were made to reduce credit risk, specifically related to new customers, while identifying opportunities to increase originations to certain existing customerscustomers.
Our customer portfolio balance and related allowance for uncollectible accounts are segregated between customer accounts receivable and restructured accounts. Customer accounts receivable include all accounts for which payment term has not been cumulatively extended over 90 days or refinanced. Restructured accounts includes all accounts for which payment term has been re-aged in excess of three months or refinanced.
For customer accounts receivable (excluding restructured accounts), the allowance for uncollectible accounts as a percentage of the outstanding portfolio balance rose from 10.1%10.8% as of OctoberJuly 31, 20152016 to 11.0% as of OctoberJuly 31, 2016.2017. The percentage of non-restructured accounts greater than 60 days past due increased 5030 basis points over the prior year periodJuly 31, 2016 to 9.3%8.4% as of OctoberJuly 31, 2016.2017. We expect delinquency levels and charge-offscharge-off rates to remain elevated over the short-term. The increase in delinquency and changes in expectations for customer performance and cash recoveries on charged-off accounts are reflected in our projection models, resulting in an increase in the level of losses we expect to realize over the next twelve months.models.
For restructured accounts, the allowance for uncollectible accounts as a percentage of the portfolio balance was 36.0%37.0% as of OctoberJuly 31, 20152016 as compared to 37.0%38.6% as of OctoberJuly 31, 2016.2017. This 100160 basis point increase reflects the impact of higher delinquency rates and charge-offs from a year ago.
The percent of bad debt charge-offs, net of recoveries, to average portfolio balance was 11.8%14.3% for the three months ended OctoberJuly 31, 20152016 compared to 13.0%14.8% for the three months ended OctoberJuly 31, 2016.2017. The increase was primarily due to the higher level of delinquency experienced over the past twelve months.

As of OctoberJuly 31, 20162017 and 2015,2016, balances under no-interest programs included within customer receivables were $434.5$356.6 million and $543.2$513.9 million, respectively. We recently shifted our18-our 18- and 24-month equal-payment, no-interest programs to a third-party and reduced the availability of cash-option, no-interest programs to higher risk customers. As a result, a decline in the proportion of accounts financed under no-interest programs is likely to result in an increase in the overall yield recognized.
Liquidity and Capital Resources 
We require liquidity and capital resources to finance our operations and future growth as we add new stores and markets to our operations, which in turn requires additional working capital for increased customer receivables and inventory. We generally finance our operations primarily through a combination of cash flow generated from operations, the use of our revolving credit facility, and through periodic securitizations of originated customer receivables. We plan to execute periodic securitizations of future originated customer receivables.
We believe, based on our current projections, that we have sufficient sources of liquidity to fund our operations, store expansion and updatingrenovation activities, and capital programsexpenditures for at least the next twelve12 months.
In September 2015, we securitized $1.4 billionOperating cash flows. For the six months ended July 31, 2017, net cash provided by operating activities was $90.5 million compared to $131.9 million for the three months ended July 31, 2016. The decrease in net cash provided by operating activities

was primarily driven by cash used for working capital and a decrease in the amount of tenant improvement allowances received, partially offset by a decrease in cash used to fund customer accounts receivables, by transferringand an increase in net income when adjusted for non-cash activity.
Investing cash flows.  For the receivablessix months ended July 31, 2017, net cash used in investing activities was $6.1 million compared to a bankruptcy-remote variable-interest entity (the "2015 VIE").$31.3 million for the six months ended July 31, 2016. The 2015change was primarily the result of lower capital expenditures due to fewer new store openings in the six months ended July 31, 2017 compared to the comparable prior year period. 
Financing cash flows.  For the six months ended July 31, 2017, net cash used in financing activities was $73.0 million compared to net cash used in financing activities of $97.3 million for the six months ended July 31, 2016. During the six months ended July 31, 2017, the 2017-A VIE issued asset-backed notes at a face amount of $1.12 billion secured by the transferred portfolio balance, which resultedresulting in net proceeds to us of approximately $1.08 billion, net of transaction costs and restricted cash held by the 2015 VIE. The net proceeds were used to pay down the outstanding balance on our revolving credit facility, to repurchase shares of the Company's common stock and Senior Notes, and for other general corporate purposes.
In March 2016, we securitized $705.1 million of customer accounts receivables by transferring the receivables to a separate bankruptcy-remote variable-interest entity (the "2016-A VIE"). The 2016-A VIE issued two classes of asset-backed notes at a total face amount of $493.5 million secured by the transferred customer accounts receivables. This resulted in net proceeds to us of approximately $478.0$456.7 million, net of transaction costs and restricted cash held by the 2016-A VIE. In October 2016, the 2016-A2017-A VIE, issued a third class of asset-backed notes at a total face amount of $70.5 million also secured by the same customer accounts receivables that were transferred in March 2016. This resulted in net proceeds to us of approximately $71.6 million, including debt premium and net of transaction costs. The net proceeds from the issued asset-backed noteswhich were used to pay down the outstandingentire balance on our revolving credit facility and for other general corporate purposes.
In October 2016, we Cash collections from the securitized $699.7 million of customer accounts receivables by transferring the receivables to a new bankruptcy-remote variable-interest entity (the "2016-B VIE" or together with the 2015 VIE and the 2016-A VIE, the "VIEs"). The 2016-B VIE issued two classes of asset-backed notes at a total face amount of $503.8 million secured by the transferred customer accounts receivables. This resulted in net proceeds to us of approximately $488.5 million, net of transaction costs and restricted cash held by the 2016-B VIE. The net proceeds were used to pay down the outstanding balance on our revolving credit facility and for other general corporate purposes.
Under the terms of the securitization transactions, the customer receivable principal and interest payment cash flows will go first to the servicer and the holders of issued notes, and then to us as the holder of the 2016-B Class C Notes and residual equities. We retain the servicing of the securitized portfolios and are receiving a monthly fee of 4.75% (annualized) basedmake payments on the outstanding balance of the securitized receivables. In addition, we, rather than the VIEs, will retain all credit insurance income together with certain recoveries related to credit insurance and repair service agreements on charge-offs of the securitized receivables, which will continue to be reflected as a reduction of net charge-offs on a consolidated basis for as long as we consolidate the VIEs.
During the third quarter of fiscal 2017, we implemented our new direct consumer loan program across all Texas locations. The state of Texas represents approximately 70% of our recent originations, which under our previous offering had a maximum equivalent interest rateasset-backed notes of approximately 21%, compared to an interest rate of up to 30% under our new direct loan program. Additionally, we are working through the regulatory framework to raise our interest rates in certain other states that represent 14% of our originations. In states where regulations do not generally limit the interest rate charged, we recently increased our rates to 29.99%. These efforts are expected to enhance the profitability of our credit segment.
Operating cash flow activities.During the nine months ended October 31, 2016, net cash provided by operating activities was $183.0 million as compared to net cash used in operating activities of $65.3$583.3 million during the prior-year period. The increase in net cash provided by operating activities was primarily driven by the lower growth rate in our customer portfolio balance, which resulted in collections on customer accounts exceeding the growth in new accounts, working capital improvements, and an increasesix months ended July 31, 2017 compared to approximately $537.8 million in the amount of tenant improvement allowances received, partially offset by the decrease in net income when adjusted for non-cash activity, including the increases in provision for bad debts and uncollectible interest and amortization of debt issuance costs and the change in deferred income taxes.
Investing cash flow activities. During the nine months ended October 31, 2016, net cash used in investing activities was $41.1 million as compared to $41.1 million during the prior-year period. Purchases of property and equipment decreased year-over-year reflecting the slower growth in new stores. Thecomparable prior year period included a sale of one owned property.

Financing cash flow activities. During the nine months ended October 31, 2016, net cash used in financing activities was $95.1 million as compared to net cash provided by financing activities of $203.2 million during the prior-year period. During the ninesix months ended OctoberJuly 31, 2016, the 2016-A VIE issued asset-backed notes resulting in net proceeds to us of approximately $71.6$478.2 million, including debt premium and net of transaction costs and reserves, and the 2016-B VIE issued asset-backed notes resulting in net proceeds to us of approximately $488.5 million, net of transaction costs and reserves. The net proceeds were used to pay down the revolving credit facility. Also during the nine months ended October 31, 2016, we made payments of $736.3 million on asset-backed notes from proceeds received on the securitized receivables. During the nine months ended October 31, 2015, the 2015 VIE issued asset-backed notes resulting in net proceeds to us of approximately $1.08 billion, net of transaction costs and restricted cash held by the VIE. The net proceeds2016-A VIE, which were used to pay down the entire balance on our previous revolving credit facility and to repurchase the Company's common stock and Senior Notes.for other general corporate purposes.
Senior Notes. On July 1, 2014, we issued $250.0 million of the unsecured Senior Notes due July 2022 bearing interest at 7.250%7.25%, pursuant to an indenture dated July 1, 2014 (the "Indenture"), among Conn's, Inc., its subsidiary guarantors (the "Guarantors") and U.S. Bank National Association, as trustee. During the year ended January 31, 2016, we repurchased $23.0 million of face value of the Senior Notes for $22.9 million. The effective interest rate of the Senior Notes after giving effect to offering feesthe discount and debt discountissuance costs is 7.8%.
The Indenture as amended, restricts the Company's and certain of its subsidiaries' ability to: (i) incur indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or redeem, our capital stock ("restricted payments"); (iii) prepay, redeem or repurchase debt that is junior in right of payment to the notes; (iv) make loans and certain investments; (v) sell assets; (vi) incur liens; (vii) enter into transactions with affiliates; and (viii) consolidate, merge or sell all or substantially all of our assets. These covenants are subject to a number of important exceptions and qualifications. Specifically, limitations foron restricted payments are triggered only effective if one or more of the following occurred: (1) a default were to exist under the indenture,Indenture, (2) if we could not satisfy a debt incurrence test, and (3) if the aggregate amount of restricted payments wouldwere to exceed an amount tied to the consolidated net income. These limitations, however, are subject to two exceptions: (1) an exception that permits the payment of up to $375.0 million in restricted payments, and (2) an exception that permits restricted payments regardless of dollar amount so long as, after giving pro forma effect to the dividends and other restricted payments, we would have had a leverage ratio, as defined under the Indenture, of less than or equal to 2.50 to 1.00. Thus,1.0. As a result of these exceptions, as of OctoberJuly 31, 2016, $176.02017, $177.7 million would have been free from the dividenddistribution restriction. However, as a result of the revolving credit facility dividenddistribution restrictions, which are further described below, no amount was available for dividends.we were restricted from making a distribution as of July 31, 2017. During any time when the Senior Notes are rated investment grade by either of Moody's Investors Service, Inc. or Standard & Poor's Ratings Services and no default (as defined in the Indenture) has occurred and is continuing, many of such covenants will be suspended and we will cease to be subject to such covenants during such period.
Events of default under the Indenture include customary events, such as a cross-acceleration provision in the event that we default inon the payment of other debt due at maturity or upon acceleration forof default in an amount exceeding $25.0 million, as well as in the event a judgment is entered against us in excess of $25.0 million that is not discharged, bonded or insured.
Asset-backed Notes. During fiscal years 2018, 2017 and 2016, we securitized customer accounts receivables by transferring the receivables to various bankruptcy-remote VIEs. In September 2015,turn, the 2015 VIEVIEs issued asset-backed notes secured by the transferred customer accounts receivables and restricted cash held by the 2015 VIE. The asset-backed notes consistVIEs.
Under the terms of the following securities:
Asset-backed Fixed Rate Notes, Class A, Series 2015-A ("2015-A Class A Notes") in aggregate principal amount of $952.1 million that bear interest at a fixed annual rate of 4.565%securitization transactions, all cash collections and mature on September 15, 2020. The effective interest rateother cash proceeds of the 2015-A Class A Notes after giving effectcustomer receivables go first to transaction costs is 6.9%.
Asset-backed Fixed Rate Notes, Class B, Series 2015-A ("2015-A Class B Notes") in aggregate principal amountthe servicer and the holders of $165.9 million that bear interest at a fixed annual rateissued notes, and then to us as the holder of 8.500%non-issued notes and mature on September 15, 2020. The effective interest rateresidual equity. We retain the servicing of the 2015-A Class B Notes after giving effectsecuritized portfolios and receive a monthly fee of 4.75% (annualized) based on the outstanding balance of the securitized receivables. In addition, we, rather than the VIEs, retain all credit insurance income together with certain recoveries related to transaction costs is 12.6%.credit insurance and repair service agreements on charge-offs of the securitized receivables, which are reflected as a reduction to net charge-offs on a consolidated basis.
The 2015-A asset-backed notes were offered and sold to qualified institutional buyers pursuant to the exemptions from registration provided by Rule 144A under the Securities Act.Act of 1933, as amended. If an event of default were to occur under the indenture that governs the respective asset-backed notes, the payment of the outstanding amounts wouldmay be accelerated, in which event the cash proceeds of the receivables that otherwise might be released to us as the holder of the residual equity holder would instead be directed entirely toward repayment of the 2015-Aasset-backed notes, or if the receivables are liquidated, all liquidation proceeds could be directed solely to repayment of the asset-backed notes as governed by the respective terms of the asset-backed notes. The holders of the asset-backed notes have no

recourse to assets outside of the 2015 VIE.VIEs. Events of default include, but are not limited to, failure to make required payments on the asset-backed notes or specified bankruptcy-related events.
In March 2016, the 2016-A VIE issued two classes of asset-backed notes and, in October 2016, issued a third class of asset-backed notes. All three classes of asset-backed notes are secured by the transferred customer accounts receivables and restricted cash held by the 2016-A VIE. The asset-backed notes consist of the following securities:following:
Asset-backed Fixed Rate
Asset-Backed Notes Principal Amount 
Net Proceeds(1)
 Issuance Date Maturity Date Fixed Interest Rate 
Effective Interest Rate(2)
2016-A Class B Notes 70,510
 68,309
 3/17/2016 8/15/2018 8.96% 9.88%
2016-A Class C Notes 70,510
 71,648
 10/12/2016 4/15/2020 12.00% 10.96%
2016-B Class A Notes 391,840
 380,033
 10/6/2016 10/15/2018 3.73% 5.56%
2016-B Class B Notes 111,960
 108,586
 10/6/2016 3/15/2019 7.34% 8.09%
2017-A Class A Notes 313,220
 304,451
 4/19/2017 7/15/2019 2.73% 4.97%
2017-A Class B Notes 106,270
 103,300
 4/19/2017 2/15/2020 5.11% 5.80%
2017-A Class C Notes 50,340
 48,919
 4/19/2017 10/15/2021 7.40% 7.83%
Total $1,114,650
 $1,085,246
        
(1)After giving effect to debt issuance costs and restricted cash held by the VIEs.
(2)For the six months ended July 31, 2017, and inclusive of retrospective adjustments to deferred debt issuance costs based on changes in timing of actual and expected cash flows.
On May 15, 2017, the Company completed the redemption of its Series 2015-A Class B Notes Class A, Series 2016-A ("2016-A Class A(collectively, the "2015-A Redeemed Notes") at an aggregate redemption price of $114.1 million (which was equal to the entire outstanding principal of, plus accrued interest on, the 2015-A Redeemed Notes). The net funds used to call the notes was $78.8 million, which is equal to the redemption price less adjustments of $35.3 million for funds held in aggregate principal amount of $423.0 million that bear interest at a fixed annual rate of 4.68%reserve and mature on April 16, 2018. The effective interest ratecollection accounts in accordance with the terms of the 2016-A Class Aapplicable indenture governing the 2015-A Redeemed Notes. The net funds used to call the 2015-A Redeemed Notes after giving effectof $78.8 million was transferred from the Guarantors to transaction costs is 6.8%.the Non-Guarantor Subsidiary in exchange for the underlying securities held as collateral on the 2015-A Redeemed Notes with carrying value of $126.3 million as of April 30, 2017. In connection with the early redemption of the 2015-A Redeemed Notes, we wrote-off $2.1 million of debt issuance costs.

Asset-backed Fixed Rate Notes, Class B,On August 8, 2017, the Company closed on the initial financing under a warehouse financing transaction and completed the redemption of its Series 2016-A ("2016-A Class B Notes") in aggregate principal amount of $70.5 million that bear interest at a fixed annual rate of 8.96% and mature on August 15, 2018. The effective interest rate of the 2016-A Class B Notes after giving effect to transaction costs is 9.7%.
Asset-backed Fixed Rate Notes,and Class C Series 2016-A ("2016-A Class C Notes") in aggregate principal amount of $70.5 million that bear interest at a fixed annual rate of 12.00% and matureNotes on August 15, 2018. The effective interest rate of2017 with the 2016-A Class B Notes after giving effect to transaction costs is 11.1%.proceeds from that closing. See Note 11. Subsequent Events for additional details.
The 2016-A asset-backed notes were offered and sold to qualified institutional buyers pursuant to the exemptions from registration provided by Rule 144A under the Securities Act. If an event of default were to occur under the indenture that governs the notes, the payment of the outstanding amounts would be accelerated, in which event the cash proceeds of the receivables that otherwise might be released to us as the holder of the residual equity would instead be directed entirely toward repayment of the 2016-A asset-backed notes. The holders of the notes have no recourse to assets outside of the 2016-A VIE. Events of default include, but are not limited to, failure to make required payments on the notes or specified bankruptcy-related events.
In October 2016, the 2016-B VIE issued asset-backed notes secured by the transferred customer accounts receivables and restricted cash held by the 2016-B VIE. The asset-backed notes consist of the following securities:
Asset-backed Fixed Rate Notes, Class A, Series 2016-B ("2016-B Class A Notes") in aggregate principal amount of $391.8 million that bear interest at a fixed annual rate of 3.73% and mature on October 15, 2018. The effective interest rate of the 2016-B Class A Notes after giving effect to offering fees is 5.9%.
Asset-backed Fixed Rate Notes, Class B, Series 2016-B ("2016-B Class B Notes") in aggregate principal amount of $112.0 million that bear interest at a fixed annual rate of 7.34% and mature on March 15, 2019. The effective interest rate of the 2016-B Class B Notes after giving effect to offering fees is 8.1%.
The 2016-B Class A Notes and 2016-B Class B Notes were offered and sold to qualified institutional buyers pursuant to the exemptions from registration provided by Rule 144A under the Securities Act. If an event of default were to occur under the indenture that governs the notes, the payment of the outstanding amounts would be accelerated, in which event the cash proceeds of the receivables that otherwise might be released to us as the holder of a third class of asset-backed notes issued by the 2016-B VIE ("2016-B Class C Notes") and the residual equity would instead be directed entirely toward repayment of the 2016-B Class A Notes and 2016-B Class B Notes. The holders of the notes have no recourse to assets outside of the 2016-B VIE. Events of default include, but are not limited to, failure to make required payments on the notes or specified bankruptcy-related events.
Revolving Credit Facility.On October 30, 2015,March 31, 2017, Conn's, Inc. and certain of its subsidiaries (the "Borrowers") entered into a Third Amendment (the "Third Amendment") to the Third Amended and Restated Loan and Security Agreement, dated as of October 30, 2015, with a syndicate of banks thatcertain lenders, which provides for an $810.0a $750.0 million asset-based revolving credit facility (the "revolving credit facility") under which credit availability is subject to a borrowing base. The revolving credit facility matures on October 30, 2018.2019.
On February 16, 2016,The Third Amendment, among other things, (a) extends the Borrowers entered into a first amendment tomaturity date of the revolving credit facility which resultedone year to October 30, 2019; (b) provides for a reduction in various changes, including:
Excluding non-cash deferred amortization of debt related transaction coststhe aggregate commitments from interest coverage ratio; and
Extending from 6 months$810 million to 18 months the time frame subsequent to the closing of a securitization transaction in which the Cash Recovery Percent covenant will be determined.
On May 18, 2016, the Borrowers entered into a second amendment to the revolving credit facility, which resulted in various changes, including:
Amending$750 million; (c) amends the minimum interest coverage ratio covenant so long asto (i) eliminate the borrowing base reduction discussed below is in effect, to:
Reduce the minimum interest coverage ratio covenant to 1.0x for the second quarter of fiscal 2017 through the first quarter of fiscal 2018; and
Reduce the minimum interest coverage ratio covenant to 1.25x for the second quarter of fiscal 2018 through the third quarter of fiscal 2019.
Modifying the conditions for repurchasesapplication of the Company's common stock, including the addition of a requirement to achieve a minimum interest coverage ratio covenant for the fiscal quarter ended April 30, 2017 and (ii) reduce the minimum interest coverage ratio (A) to 0.80x as of 2.5x for two consecutive quarters; and
Reducing the borrowing base by $15.0 million beginning on May 31, 2016, reducinglast day of the borrowing base by $10.0 million for any month beginning withfiscal quarter ended July 31, 2017, so long(B) to 1.10x as of the last day of the fiscal quarter ending October 31, 2017 and (C) to 1.25x as of the last day of each fiscal quarter thereafter, beginning with the fiscal quarter ending January 31, 2018; (d) sets the applicable margin at 3.50% for LIBOR loans and 2.50% for Base Rate loans until the Company demonstrates an interest coverage ratio isof equal to or greater than 1.10x for the fiscal quarter ending October 31, 2017, at least 1.25x,which point the applicable margin will revert to being determined according to the existing pricing grid based on facility availability; (e) reduces the minimum cash recovery percentage on the contracts it owns and no borrowing base reduction at anymanages from 4.50% to 4.45% for the first nine months of each fiscal year, and from 4.25% to 4.20% for the last three months of each fiscal year; (f) amends the definition of “EBITDA” to, among other things, exclude the impact of non-cash asset write-offs relating to construction in process; (g) amends the definition of “Interest Expense” to exclude certain non-interest expenses; (h) amends various definitions and other related provisions to clarify the Company’s ability to undertake permitted securitization transactions; (i) increases the number of equity cures that may be exercised during the term of the agreement from one time to two times, and increases the interest coverage ratio is at least 2.0x for two consecutive quarters.maximum amount of each such cure from $10 million to $20 million; and (j) modifies the calculations of “Tangible Net Worth” and “Interest Coverage Ratio” to deduct certain amounts attributable to the difference between a calculated loss reserve and the Company’s recorded loss reserve on its contracts.

As of October 31, 2016, loansLoans under the revolving credit facility bear interest, at our option, at a rate ofequal to LIBOR plus the applicable margin at 3.50% for LIBOR loans and 2.50% for base rate loans until the Company demonstrates an interest coverage ratio of equal to or greater than 1.10x for the fiscal quarter ending October 31, 2017, at which point the applicable margin will revert to being determined according to the pricing grid based on facility availability which specifies a margin ranging from 2.5%2.75% to 3.0%3.25% per annum (depending on quarterly average net availability under the borrowing base) or the alternate base rate plus a margin ranging from 1.5%1.75% to 2.0%2.25% per annum (depending on quarterly average net availability under the borrowing base). Pursuant to the second amendment, the margins increased by 25 basis points subsequent to October 31, 2016. The alternate base rate is the greatergreatest of the prime rate announced by Bank of America, N.A., the federal funds rate plus 0.5%, or LIBOR for a 30-day interest period plus 1.0%. The effective interest rate on borrowings outstanding under the revolving credit facility after giving effect to offering fees is 4.6%. We also pay an unused fee on the portion of the commitments that areis available for future borrowings or letters of credit at a rate ranging from 0.25% to 0.75% per annum, depending on the average outstanding balance and letters of credit of the revolving credit facility.facility in the immediately preceding quarter. The weighted-average interest rate on borrowings outstanding and including unused line fees under the revolving credit facility was 6.9% for the six months ended July 31, 2017.
The revolving credit facility provides funding based on a borrowing base calculation that includes customer accounts receivable and inventory, and provides for a $40.0 million sub-facility for letters of credit to support obligations incurred in the ordinary course of business. The obligations under the revolving credit facility are secured by substantially all assets of the Company, excluding the assets of the VIEs. As of OctoberJuly 31, 2016,2017, we had immediately available borrowing capacity of $146.0$130.5 million under our revolving credit facility, net of standby letters of credit issued of $5.3$2.8 million. We also had $658.7$416.8 million that may become available under our revolving credit facility if we grow the balance of eligible customer receivables and our total eligible inventory balances.
The revolving credit facility places restrictions on our ability to incur additional indebtedness, grant liens on assets, make distributions on equity interests, dispose of assets, make loans, pay other indebtedness, engage in mergers, and other matters. The revolving credit facility restricts our ability to make dividends and distributions unless no event of default exists and a liquidity test is satisfied. Subsidiaries of the Company may make dividends and distributions to the Company and other obligors under the revolving credit facility without restriction. As of OctoberJuly 31, 2016, under2017, we were unable to repay the Senior Notes or make other distributions as a result of the revolving credit facility as amended, no amount was available for dividends.restrictions. The revolving credit facility contains customary default provisions, which, if triggered, could result in acceleration of all amounts outstanding under the revolving credit facility.
In connection with entering into the third amendment to the revolving credit facility, we wrote-off $0.3 million of debt issuance costs for lenders that did not continue to participate. We also paid $2.8 million of debt issuance costs, recorded as other assets, which will be amortized ratably over the remaining term of the revolving credit facility along with the unamortized debt issuance costs remaining on the revolving credit facility.
Debt covenants.Covenants. We were in compliance with our debt covenants as amended, at OctoberJuly 31, 2016.2017. A summary of the significant financial covenants that govern our revolving credit facility, as amended, compared to our actual compliance status at OctoberJuly 31, 20162017 is presented below: 
Actual 
Required
Minimum/
Maximum
Actual Required
Minimum/
Maximum
Interest Coverage Ratio must equal or exceed minimum1.03:1.00 1.00:1.001.83:1.00 0.80:1.00
Leverage Ratio must not exceed maximum2.59:1.00 4.00:1.002.42:1.00 4.00:1.00
ABS Excluded Leverage Ratio must not exceed maximum0.88:1.00 2.00:1.001.33:1.00 2.00:1.00
Cash Recovery Percent must exceed stated amount4.76% 4.50%5.01% 4.45%
Capital Expenditures, net, must not exceed maximum$25.2 million $75.0 million$3.1 million $75.0 million
All capitalized terms in the above table are defined by the revolving credit facility, as amended, and may or may not agree directly withto the financial statement captions in this document. Compliance with theThe covenants isare calculated quarterly, except for the Cash Recovery Percent, which is calculated monthly on a trailing three-month basis, and Capital Expenditures, which is calculated for a period of four consecutive fiscal quarters, as of the end of each fiscal quarter. The revolving credit facility provides for 18 months subsequent to the closing of a securitization transaction in which the Cash Recovery Percent will be determined based on the portfolio of contracts subject to the (i) securitization facilities; and (ii) a lien under the revolving credit facility.
Capital expenditures.  We lease the majority of our stores under operating leases, and our plans for future store locations include primarily operating leases, but do not exclude store ownership. Our capital expenditures for future new store projects should primarily be for our tenant improvements to the property leased (including any new distribution centers and cross-dock facilities), the cost of which is estimated to be between $1.0$1.3 million and $1.5 million per store (before tenant improvement allowances), and for our existing store remodels, estimated to range between $0.5 million and $1.0 million per store remodel, depending on store size. In the event we purchase existing properties, our capital expenditures will depend on the particular property and whether it is improved when purchased. We are continuously reviewing new relationshiprelationships and funding sources and alternatives for new stores, which may include "sale-leaseback" or direct "purchase-lease" programs, as well as other funding sources for our purchase and construction of those projects. If we are successful in these relationship developments,do not purchase the real property for new stores, our direct cash needs should include only our capital expenditures for tenant improvements to leased properties and our remodel programs for existing stores, but could include full ownership. During the nine months ended October 31, 2016, we stores. We have

opened tenthree new stores with noduring fiscal year 2018. We do not plan to open any additional openings planned for the remainder of the year and we are committed to opening only three new locations forstores during fiscal year 2018. Our anticipated capital expenditures for fiscal year 20172018 are between $43.0$20 and $25 million.
Cash Flow
We periodically evaluate our liquidity requirements, capital needs and availability of resources in view of inventory levels, expansion plans, debt service requirements and other operating cash needs. To meet our short- and long-term liquidity requirements, including payment of operating expenses and repayment of debt, we rely primarily on cash from operations. As of July 31, 2017, beyond cash generated from operations we had (i) immediately available borrowing capacity of $130.5 million under our revolving credit facility, (ii) $416.8 million that may become available under our revolving credit facility if we grow the balance of eligible customer receivables and $45.5our total eligible inventory balances and (iii) $35.0 million which does not take into account any potentialof cash on hand. However, we have in the past sought to raise additional capital.
We expect that, for the next 12 months, cash generated from operations, proceeds from potential accounts receivable securitizations and our revolving credit facility will be sufficient to provide us the sale of owned real estate.ability to fund our operations, provide the increased working capital necessary to support our strategy and fund planned capital expenditures discussed above in Capital expenditures.

We may repurchase or otherwise retire our debt and take other steps to reduce our debt or otherwise improve our financial position. These actions could include open market debt repurchases, negotiated repurchases, other retirements of outstanding debt and opportunistic refinancing of debt. The amount of debt that may be repurchased or otherwise retired, if any, will depend on market conditions, the Company’s cash position, compliance with debt covenant and restrictions and other considerations.
Off-Balance Sheet Liabilities and Other Contractual Obligations
We do not have any off-balance sheet arrangements as defined by Item 303(a)(4) of Regulation S-K.
The following table presents a summary of our minimum contractual commitments and obligations as of OctoberJuly 31, 2016:2017: 
   Payments due by period
(in thousands)Total Less Than 1 Year 
1-3
Years
 
3-5
Years
 
More Than
5 Years
Debt, including estimated interest payments:         
Revolving credit facility (1)
$
 $
 $
 $
 $
Senior Notes320,876
 16,458
 32,915
 32,915
 238,588
2015-A Class A Notes (2)
109,156
 4,234
 8,467
 96,455
 
2015-A Class B Notes (2)
215,116
 14,102
 28,203
 172,811
 
2016-A Class A Notes (2)
155,323
 6,805
 148,518
 
 
2016-A Class B Notes (2)
81,813
 6,318
 75,495
 
 
2016-A Class C Notes (2)
85,647
 8,461
 77,186
 
 
2016-B Class A Notes (2)
420,431
 14,616
 405,815
 
 
2016-B Class B Notes (2)
131,435
 8,218
 123,217
 
 
Capital lease obligations2,052
 881
 1,171
 
 
Operating leases: 
  
  
  
  
Real estate466,037
 56,379
 112,645
 107,209
 189,804
Equipment4,319
 2,563
 1,663
 93
 
Contractual commitments (3)
138,828
 137,380
 1,433
 15
 
Total$2,131,033
 $276,415
 $1,016,728
 $409,498
 $428,392
   Payments due by period
(in thousands)Total 
Less Than 1
Year
 
1-3
Years
 
3-5
Years
 
More Than
5 Years
Debt, including estimated interest payments(1):
         
Revolving credit facility(1)
$221,324
 $9,480
 $211,844
 $
 $
Senior Notes308,612
 16,458
 32,915
 259,239
 

2016A Class B Notes33,473
 2,743
 30,730
 

 

2016A Class C Notes(2)
93,436
 8,461
 84,975
 

 

2016B Class A Notes(2)
69,280
 2,473
 66,807
 

 

2016B Class B Notes(2)
125,289
 8,218
 117,071
 

 

2017A Class A Notes(2)
213,663
 5,537
 208,126
 

 

2017A Class B Notes(2)
120,091
 5,430
 114,661
 

 

2017A Class C Notes(2)
66,026
 3,725
 7,450
 54,851
 

Capital lease obligations8,008
 1,322
 1,712
 889
 4,085
Operating leases: 
  
  
  
  
Real estate430,559
 57,232
 113,533
 106,626
 153,168
Equipment3,202
 1,904
 1,284
 14
 
Contractual commitments(3)
94,558
 89,655
 4,554
 349
 
Total$1,787,521
 $212,638
 $995,662
 $421,968
 $157,253
(1)Estimated interest payments are based on the outstanding balance as of July 31, 2017 and the interest rate in effect as of October 31, 2016.at that time.
(2)The payments due by period for the Senior Notes and asset-backed notes were based on thetheir respective maturity datedates at thetheir respective fixed annual interest rate. Actual principal and interest payments will be provided based on the proceeds from the securitized customer accounts receivables.
(3)Contractual commitments primarily includes commitments to purchase inventory of $121.2$80.2 million and capital expenditures of $7.6$2.5 million, which is not reduced for any reimbursements we might receive for tenant improvement allowances from landlords, with the remaining relating to commitments for advertising and other services. The timing of the payments is subject to change based upon actual receipt and the terms of payment with the vendor.

Critical Accounting Policies and Estimates 
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires us to make estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Certain accounting policies are considered "critical accounting policies" because they are particularly dependent on estimates made by us about matters that are inherently uncertain and could have a material impact to our consolidated financial statements. We base our estimates on historical experience and on other assumptions that we believe are reasonable. As a result, actual results could differ because of the use of estimates. The description of critical accounting policies is included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2016.2017.
Recent Accounting Pronouncements
The information related to recent accounting pronouncements as set forth in Note 1, Summary of Significant Accounting Policies, of the Condensed Consolidated Financial Statements in Part I, Item 1, of this quarterly report on Form 10-Q is incorporated herein by reference.
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Loans under the revolving credit facility bear interest, at our option, at a rate ofequal to LIBOR plus the applicable margin at 3.50% for LIBOR loans and 2.50% for base rate loans until the Company demonstrates an interest coverage ratio of equal to or greater than 1.10x for the fiscal quarter ending October 31, 2017, at which point the applicable margin will revert to being determined according to the existing pricing grid based on facility availability which specifies a margin ranging from 2.5%2.75% to 3.0%3.25% per annum (depending on quarterly average net availability under the borrowing base) or the alternate base rate plus a margin ranging from 1.5%1.75% to 2.0%2.25% per annum (depending on quarterly average net availability under the borrowing base). Pursuant to the second amendment to the revolving credit facility, the margins increased by 25 basis points subsequent to October 31, 2016. The alternate base rate is the greatergreatest of the prime rate announced by Bank of America, N.A., the federal funds rate plus 0.5%, or LIBOR for a 30-day interest period plus 1.0%. Accordingly, changes in our quarterly average net availability under the borrowing base and LIBOR or the alternate base rate will affect the interest rate on, and therefore our costs under, the revolving credit facility.

As of OctoberJuly 31, 2016, we did not have borrowings2017, the balance outstanding under our revolving credit facility and, consequently, did not have any material exposure towas $200.0 million. A 100 basis point increase in interest rate market risks atrates on the end of this period. However, any future borrowings under our revolving credit facility will be atwould increase our borrowing costs by $2.0 million over a variable rate12-month period, based on the balance outstanding as of interest and we could potentially be materially adversely impacted should we require significant borrowings in the future, particularly during a period of rising interest rates.July 31, 2017.
For additional information regarding quantitative and qualitative market risks, as updated by the preceding paragraphs, see Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," of our Annual Report on Form 10-K for the fiscal year ended January 31, 2016.2017. 
ITEM 4.  CONTROLS AND PROCEDURES 
Based on management's evaluation (with the participation of our Chief Executive Officer ("CEO") and our Chief Financial Officer ("CFO")), as of the end of the period covered by this report, our CEO and CFO have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. 
For the quarter ended OctoberJuly 31, 2016,2017, there have been no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. 
PART II.OTHER INFORMATION 
ITEM 1.  LEGAL PROCEEDINGS 
The information set forth in Note 7, Contingencies, of the Consolidated Financial Statements in Part I, Item 1, of this quarterly report on Form 10-Q is incorporated herein by reference. 
ITEM 1A.
RISK FACTORS 
As of the date of the filing, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended January 31, 2016.2017.
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended October 31, 2016, we did not engage in any share repurchase activity under our share repurchase program.
On September 9, 2015, we announced that the Board of Directors of the Company ("Board of Directors") authorized a repurchase program of up to an aggregate of $75.0 million of (i) shares of the Company's outstanding common stock; (ii) the Senior Notes; or (iii) a combination thereof. On November 2, 2015, we announced that the Board of Directors authorized an additional $100.0 million towards the repurchase program for purchase of shares of the Company's outstanding common stock, Senior Notes, or a combination thereof.  During fiscal 2016, we purchased 5.9 million shares of common stock, using $151.6 million of the $175.0 million repurchase authorization. Additionally, we utilized $22.9 million of the repurchase authorization to acquire $23.0 million of face value of our senior notes. As a result of the second amendment to our revolving credit facility executed on May 18, 2016, we must achieve a 2.5x minimum interest coverage ratio for two consecutive quarters before we will be permitted to make any further stock repurchases. On November 30, 2016, the Board of Directors terminated the share repurchase program.None.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES 
None. 

ITEM 4.MINE SAFETY DISCLOSUREDISCLOSURES 
Not applicable.
ITEM 5.  OTHER INFORMATION
None. 
ITEM 6.EXHIBITS 
The exhibits required pursuant to Item 6 of Form 10-Q are listed in the Exhibit Index filed herewith, which Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX
Exhibit
Number
Description of Document
3.1
3.1.1
3.1.2
3.1.3
3.1.4
3.2
3.3
3.4
11.1
31.1
31.2
32.1
101The following financial information from our Quarterly Report on Form 10-Q for the second quarter of fiscal year 2018, filed with the SEC on September 7, 2017, formatted in Extensible Business Reporting Language (XBRL): (i) the consolidated balance sheets at July 31, 2017 and January 31, 2017, (ii) the consolidated statements of operations for the three and six months ended July 31, 2017 and 2016, (iii) the consolidated statements of cash flows for the six months ended July 31, 2017 and 2016 and (iv) the notes to consolidated financial statements

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 
 CONN'S, INC. 
    
 Date:December 6, 2016September 7, 2017 
    
 By:/s/ Lee A. Wright 
  Lee A. Wright 
  Executive Vice President and Chief Financial Officer 
  (Principal Financial Officer and duly authorized to sign this report on behalf of the registrant) 



EXHIBIT INDEX
Exhibit
Number
Description of Document
3.1Certificate of Incorporation of Conn's, Inc. (incorporated herein by reference to Exhibit 3.1 to Conn's, Inc. registration statement on Form S-1 (file no. 333-109046) as filed with the Securities and Exchange Commission on September 23, 2003)
3.1.1Certificate of Amendment to the Certificate of Incorporation of Conn's, Inc. dated June 3, 2004 (incorporated herein by reference to Exhibit 3.1.1 to Conn's, Inc. Form 10-Q for the quarterly period ended April 30, 2004 (File No. 000-50421) as filed with the Securities and Exchange Commission on June 7, 2004)
3.1.2Certificate of Amendment to the Certificate of Incorporation of Conn's, Inc. dated May 30, 2012 (incorporated herein by reference to Exhibit 3.1.2 to Conn's, Inc. Form 10-Q for the quarterly period ended April 30, 2012 (File No. 001-34956) as filed with the Securities and Exchange Commission on June 5, 2012)
3.1.3Certificate of Correction to the Certificate of Amendment to Conn's, Inc. Certificate of Incorporation (as corrected December 31, 2013) (incorporated herein by reference to Exhibit 3.1.3 to Conn's, Inc. Form 10-K for the annual period ended January 31, 2014 (File No. 001-34956) as filed with the Securities and Exchange Commission on March 27, 2014)
3.1.4Certificate of Amendment to the Certificate of Incorporation of Conn's, Inc. as filed on May 29, 2014 (incorporated herein by reference to Exhibit 3.1.4 to Conn's, Inc. Form 10-Q for the fiscal period ended April 30, 2014 (File No. 001-34956) as filed with the Securities and Exchange Commission on June 2, 2014)
3.1.5Certificate of Designations of Series A Junior Participating Preferred Stock of Conn's, Inc. (incorporated herein by reference to Exhibit 3.1 to Conn's, Inc. Current Report on Form 8-K (File No. 001-34956) filed with the Securities and Exchange Commission on October 6, 2014)
3.1.6Certificate of Elimination of Certificate of Designations of Series A Junior Participating Preferred Stock of Conn's Inc., dated September 10, 2015 (incorporated herein by reference to Exhibit 3.1 to Conn's, Inc. Current Report on Form 8-K (File No. 001-34956) filed with the Securities and Exchange Commission on September 11, 2015)
3.2Amended and Restated Bylaws of Conn's, Inc. effective as of December 3, 2013 (incorporated herein by reference to Exhibit 3.2 to Conn's, Inc. Form 10-Q for the quarter ended October 31, 2013 (File No. 001-34956) as filed with the Securities and Exchange Commission on December 6, 2013)
4.1Specimen of certificate for shares of Conn's, Inc.'s common stock (incorporated herein by reference to Exhibit 4.1 to Conn's, Inc. registration statement on Form S-1 (File No. 333-109046) as filed with the Securities and Exchange Commission on October 29, 2003)
4.2Base Indenture, dated as of October 6, 2016, by and between Conn’s Receivables Funding 2016-B, LLC and Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 4.1 to Conn’s, Inc. Current Report on Form 8-K (File No. 001-34956) as filed with the Securities and Exchange Commission on October 7, 2016)
4.3Series 2016-B Supplement to the Base Indenture, dated as of October 6, 2016, by and between Conn’s Receivables Funding 2016-B, LLC and Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 4.2 to Conn’s, Inc. Current Report on Form 8-K (File No. 001-34956) as filed with the Securities and Exchange Commission on October 7, 2016)
10.1Receivables Purchase Agreement, dated October 6, 2016, by and between Conn Credit I, L.P. and Conn Appliances Receivables Funding, LLC (incorporated herein by reference to Exhibit 10.1 to Conn’s, Inc. Current Report on Form 8-K (File No. 001-34956) as filed with the Securities and Exchange Commission on October 7, 2016)
10.2Receivables Purchase Agreement, dated October 6, 2016, by and between Conn Appliances Receivables Funding, LLC and Conn’s Receivables 2016-B Trust (incorporated herein by reference to Exhibit 10.2 to Conn’s, Inc. Current Report on Form 8-K (File No. 001-34956) as filed with the Securities and Exchange Commission on October 7, 2016)
10.3Purchase and Sale Agreement, dated October 6, 2016, by and between Conn Appliances Receivables Funding, LLC and Conn’s Receivables 2016-B Trust (incorporated herein by reference to Exhibit 10.3 to Conn’s, Inc. Current Report on Form 8-K (File No. 001-34956) as filed with the Securities and Exchange Commission on October 7, 2016)
10.4
Servicing Agreement, dated as of October 6, 2016, by and among Conn’s Receivables Funding 2016-B, LLC, Conn’s Receivables 2016-B Trust, Conn Appliances, Inc. and Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 10.4 to Conn’s, Inc. Current Report on Form 8-K (File No. 001-34956) as filed with the Securities and Exchange Commission on October 7, 2016)
31.1Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer)
31.2Rule 13a-14(a)/15d-14(a) Certification (Principal Financial Officer)
32.1Section 1350 Certification (Chief Executive Officer and Chief Financial Officer)

Exhibit
Number
Description of Document
101The following financial information from our Quarterly Report on Form 10-Q for the third quarter of fiscal year 2017, filed with the SEC on December 6, 2016, formatted in Extensible Business Reporting Language (XBRL): (i) the consolidated balance sheets at October 31, 2016 and January 31, 2016, (ii) the consolidated statements of operations for the three and nine months ended October 31, 2016 and 2015, (iii) the consolidated statements of cash flows for the nine months ended October 31, 2016 and 2015 and (iv) the notes to consolidated financial statements

43