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8-K - 8-K - CLAIRES STORES INCd543403d8k.htm

Exhibit 99.1

NEWS BULLETIN

RE: CLAIRE’S STORES, INC.

2400 WEST CENTRAL ROAD, HOFFMAN ESTATES, ILLINOIS 60192

CLAIRE’S STORES, INC. REPORTS FISCAL 2013

FIRST QUARTER RESULTS

CHICAGO, May 22, 2013. Claire’s Stores, Inc. (the “Company”) is one of the world’s leading specialty retailers of fashionable jewelry and accessories for young women, teens, tweens, and kids. The Company today reported its financial results for the fiscal 2013 first quarter, which ended May 4, 2013.

First Quarter Results

The Company reported net sales of $354.0 million for the fiscal 2013 first quarter, an increase of $13.4 million, or 3.9% compared to the fiscal 2012 first quarter. The increase was attributed to new store sales, an increase in same store sales, and increased shipments to franchisees, partially offset by the effect of store closures and an unfavorable foreign currency translation effect of our non-U.S. sales. Net sales would have increased 4.7% excluding the impact from foreign currency exchange rate changes.

Consolidated same store sales increased 2.9%, with North America same store sales increasing 2.3%, and Europe same store sales increasing 4.0%. We compute same store sales on a local currency basis, which eliminates any impact from changes in foreign exchange rates.

Gross profit percentage increased 70 basis points to 49.6% during the fiscal 2013 first quarter compared to 48.9% during the comparable prior year quarter. The increase in gross profit percentage consisted of a 40 basis point decrease in occupancy rate and a 30 basis point increase in merchandise margin. The decrease in occupancy rate resulted primarily from the leveraging effect of an increase in same store sales. The increase in merchandise margin resulted primarily from lower markdowns.

Selling, general and administrative expenses increased $6.8 million, or 5.7%, compared to the fiscal 2012 first quarter. As a percentage of net sales, selling, general and administrative expenses increased 60 basis points compared to the comparable prior year quarter. Selling, general and administrative expenses would have increased $7.8 million excluding the effect of foreign currency exchange rate changes. The majority of the increase is primarily due to compensation-related expenses, such as salaries, bonus, and non-cash stock compensation.

Adjusted EBITDA in the fiscal 2013 first quarter was $52.7 million compared to $50.5 million in the fiscal 2012 first quarter. In addition, the fiscal 2013 first quarter EBITDA was negatively impacted by $2.0 million of costs associated with our newly launched stores in China and e-commerce for the United Kingdom, Icing in North America, and Claire’s in Canada. There was no impact on EBITDA due to the effect of foreign currency exchange rate changes. The Company defines Adjusted EBITDA as earnings before provision for income taxes, gain (loss) on early debt extinguishment, net interest expense, impairment, and depreciation and amortization. Adjusted EBITDA excludes severance, management fees, the impact of transaction-related costs and other non-recurring or non-cash expenses, and normalizing occupancy costs for certain rent-related adjustments. Net loss for the 2013 first quarter was $26.6 million. A reconciliation of net loss to Adjusted EBITDA is attached.

At May 4, 2013, cash and cash equivalents were $242.8 million, and the Company’s Revolving Credit Facility continued to be undrawn. In the 2013 first quarter, we issued $210 million of 6.125% Senior Secured First Lien Notes due 2020 and used $61.7 million of proceeds to retire $39.0 million aggregate principal amount of Senior Fixed Rate Notes and $21.5 million aggregate principal amount of Senior Toggle Notes, and pay tender premiums and transaction fees. On May 3, 2013 we announced the redemption of $149.5 million of Senior Fixed Rate Notes at par plus accrued interest effective June 3, 2013. Subsequent to the end of the first quarter, we issued $320 million of 7.75% Senior Notes due 2020, and announced the redemption of the outstanding Senior Fixed Rate Notes and the Senior Toggle Notes at par plus accrued interest effective June 14, 2013, leaving no debt maturities prior to June 2017.


The fiscal 2013 first quarter cash balance increase of $75.9 million consisted of positive impacts of $144.3 million from financing activities related to the issuance of 6.125% Senior Secured First Lien Notes and $52.7 million of Adjusted EBITDA, partially offset by reductions for $73.0 million of cash interest, $22.7 million from seasonal working capital and other cash items, $20.6 million of capital expenditures, and $4.8 million of tax payments.

 

Store Count as of:    May 4, 2013      February 2, 2013     April 28, 2012  

North America

                                  1,913                                      1,921                                     1,944   

Europe

     1,165         1,161        1,130   

China

     7         3        —     
  

 

 

    

 

 

   

 

 

 
        ]  

Subtotal Company-Owned

     3,085         3,085        3,074   
  

 

 

    

 

 

   

 

 

 

Franchise

     403         392        375   
  

 

 

    

 

 

   

 

 

 

Total

     3,488         3,477        3,449   
  

 

 

    

 

 

   

 

 

 

Conference Call Information

The Company will host its first quarter conference call on May 23, 2013 at 10:00 am. (EDT). The call-in number is 210-839-8201 and the password is “Claires.” A replay will be available through June 23, 2013. The replay number is 800-308-6785 and the password is 6584. The conference call is also being webcast and archived until June 23, 2013 on the Company’s corporate website at http://www.clairestores.com, where it can be accessed by clicking on the “Events” link located under “Financial Information” for a replay or download as an MP3 file.

Company Overview

Claire’s Stores, Inc. is one of the world’s leading specialty retailers of fashionable jewelry and accessories for young women, teens, tweens and girls ages 3 to 35. The Company operates through its two store concepts: Claire’s® and Icing®. As of May 4, 2013, Claire’s Stores, Inc. operated 3,085 stores in North America, Europe, and China. The Company also franchised 403 stores in Japan, the Middle East, Turkey, Greece, Guatemala, Malta, Ukraine, Mexico, India, Dominican Republic, El Salvador, Venezuela, Panama, Honduras, and Indonesia. More information regarding Claire’s Stores is available on the Company’s corporate website at http://www.clairestores.com.

 

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Forward-looking Statements

This press release contains “forward-looking statements” which represent the Company’s expectations or beliefs with respect to future events. Statements that are not historical are considered forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. Some of these risks, uncertainties and other factors are as follows: our level of indebtedness; general economic conditions; changes in consumer preferences and consumer spending; competition; general political and social conditions such as war, political unrest and terrorism; natural disasters or severe weather events; currency fluctuations and exchange rate adjustments; failure to maintain our favorable brand recognition; failure to successfully market our products through new channels, such as e-commerce; uncertainties generally associated with the specialty retailing business, such as decreases in mall traffic; disruptions in our supply of inventory; inability to increase same store sales; inability to renew, replace or enter into new store leases on favorable terms; significant increases in our merchandise markdowns; inability to grow our store base in North America, Europe, or China, or expand our international store base through franchise or similar licensing arrangements; inability to design and implement new information systems; data security breaches of confidential information or other cyber attacks; delays in anticipated store openings or renovations; changes in applicable laws, rules and regulations, including changes in North America, Europe, China or other international laws and regulations governing the sale of our products, particularly regulations relating to heavy metal and chemical content in our products; changes in employment laws relating to overtime pay, tax laws and import laws; product recalls; loss of key members of management; increase in the costs of healthcare for our employees; increases in the cost of labor; labor disputes; unwillingness of vendors and service providers to supply goods or services pursuant to historical customary credit arrangements; increases in the cost of borrowings; unavailability of additional debt or equity capital; the impact of our substantial indebtedness on our operating income and our ability to grow; and uncertainty that definitive financial results may differ from preliminary financial results due to, among other things, final U.S. GAAP adjustments. These and other applicable risks, cautionary statements and factors that could cause actual results to differ from the Company’s forward-looking statements are included in the Company’s filings with the SEC, specifically as described in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2013 filed with the SEC on April 3, 2013. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances. The historical results contained in this press release are not necessarily indicative of the future performance of the Company.

Additional Information

Note: Other Claire’s Stores, Inc. press releases, a corporate profile and the most recent Form 10-K and Form 10-Q reports are available on Claire’s business website at: http://www.clairestores.com.

Contact Information

J. Per Brodin, Executive Vice President and Chief Financial Officer

Phone: (847) 765-1100, or E-mail, investor.relations@claires.com

 

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CLAIRE’S STORES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS

(In thousands)

FIRST FISCAL QUARTER

 

     Three Months     Three Months  
     Ended     Ended  
     May 4, 2013     April 28, 2012  

Net sales

   $ 354,006      $ 340,617   

Cost of sales, occupancy and buying expenses

(exclusive of depreciation and amortization shown separately below)

     178,566        174,003   
  

 

 

   

 

 

 

Gross profit

     175,440        166,614   
  

 

 

   

 

 

 

Other expenses:

    

Selling, general and administrative

     125,387        118,582   

Depreciation and amortization

     15,625        16,715   

Severance and transaction-related costs

     915        53   

Other expense, net

     924        431   
  

 

 

   

 

 

 
     142,851        135,781   
  

 

 

   

 

 

 

Operating income

     32,589        30,833   

Loss on early debt extinguishment

     1,674        4,602   

Interest expense, net

     58,219        47,022   
  

 

 

   

 

 

 

Loss before income tax benefit

     (27,304     (20,791

Income tax benefit

     (720     (870
  

 

 

   

 

 

 

Net loss

   $ (26,584   $ (19,921
  

 

 

   

 

 

 

 

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CLAIRE’S STORES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

     May 4, 2013     February 2, 2013  
     (In thousands, except share and per share amounts)  

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 242,812      $ 166,956   

Inventories

     159,045        157,549   

Prepaid expenses

     21,221        19,701   

Other current assets

     29,050        29,621   
  

 

 

   

 

 

 

Total current assets

     452,128        373,827   
  

 

 

   

 

 

 

Property and equipment:

    

Furniture, fixtures and equipment

     239,927        234,209   

Leasehold improvements

     317,140        312,789   
  

 

 

   

 

 

 
     557,067        546,998   

Less accumulated depreciation and amortization

     (334,315     (325,618
  

 

 

   

 

 

 
     222,752        221,380   
  

 

 

   

 

 

 

Leased property under capital lease:

    

Land and building

     18,055        18,055   

Less accumulated depreciation and amortization

     (2,934     (2,708
  

 

 

   

 

 

 
     15,121        15,347   
  

 

 

   

 

 

 

Goodwill

     1,550,056        1,550,056   

Intangible assets, net of accumulated amortization of $59,301 and $57,672, respectively

     543,055        547,433   

Deferred financing costs, net of accumulated amortization of $29,748 and $27,156, respectively

     42,776        41,381   

Other assets

     48,819        49,848   
  

 

 

   

 

 

 
     2,184,706        2,188,718   
  

 

 

   

 

 

 

Total assets

   $ 2,874,707      $ 2,799,272   
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDER’S DEFICIT

    

Current liabilities:

    

Trade accounts payable

   $ 64,039      $ 73,445   

Income taxes payable

     6,917        10,508   

Accrued interest payable

     51,198        68,254   

Accrued expenses and other current liabilities

     92,121        99,529   
  

 

 

   

 

 

 

Total current liabilities

     214,995        251,736   
  

 

 

   

 

 

 

Long-term debt

     2,522,318        2,373,366   

Obligation under capital lease

     17,207        17,232   

Deferred tax liability

     120,534        120,968   

Deferred rent expense

     29,651        29,859   

Unfavorable lease obligations and other long-term liabilities

     17,859        20,551   
  

 

 

   

 

 

 
     2,707,569        2,561,976   
  

 

 

   

 

 

 

Commitments and contingencies

    

Stockholder’s deficit:

    

Common stock par value $0.001 per share; authorized 1,000 shares;issued and outstanding 100 shares

              

Additional paid-in capital

     618,796        618,403   

Accumulated other comprehensive (loss) income, net of tax

     (3,953     3,273   

Accumulated deficit

     (662,700     (636,116
  

 

 

   

 

 

 
     (47,857     (14,440
  

 

 

   

 

 

 

Total liabilities and stockholder’s deficit

   $ 2,874,707      $ 2,799,272   
  

 

 

   

 

 

 

 

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Net Loss Reconciliation to EBITDA and Adjusted EBITDA

EBITDA represents net loss before provision for income taxes, gain (loss) on early debt extinguishment, interest income and expense, impairment and depreciation and amortization. Adjusted EBITDA represents EBITDA further adjusted to exclude non-cash and unusual items. Management uses Adjusted EBITDA as an important tool to assess our operating performance. Management considers Adjusted EBITDA to be a useful measure in highlighting trends in our business and in analyzing the profitability of similar enterprises. Management believes that Adjusted EBITDA is effective, when used in conjunction with net income, in evaluating asset performance, and differentiating efficient operators in the industry. Furthermore, management believes that Adjusted EBITDA provides useful information to potential investors and analysts because it provides insight into management’s evaluation of our results of operations. Our calculation of Adjusted EBITDA may not be consistent with “EBITDA” for the purpose of the covenants in the agreements governing our indebtedness.

EBITDA and Adjusted EBITDA are not measures of financial performance under U.S. GAAP, are not intended to represent cash flow from operations under U.S. GAAP and should not be used as an alternative to net income as an indicator of operating performance or to cash flow from operating, investing or financing activities as a measure of liquidity. Management compensates for the limitations of using EBITDA and Adjusted EBITDA by using it only to supplement our U.S. GAAP results to provide a more complete understanding of the factors and trends affecting our business. Each of EBITDA and Adjusted EBITDA has its limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our results as reported under U.S. GAAP.

Some of the limitations of EBITDA and Adjusted EBITDA are:

 

   

EBITDA and Adjusted EBITDA do not reflect our cash used for capital expenditures;

 

   

Although depreciation and amortization are non-cash charges, the assets being depreciated or amortized often will have to be replaced and EBITDA and Adjusted EBITDA do not reflect the cash requirements for such replacements;

 

   

EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital requirements;

 

   

EBITDA and Adjusted EBITDA do not reflect the cash necessary to make payments of interest or principal on our indebtedness; and

 

   

EBITDA and Adjusted EBITDA do not reflect extraordinary items and non-recurring expenses such as one-time write-offs to inventory and reserve accruals.

While EBITDA and Adjusted EBITDA are frequently used as a measure of operations and the ability to meet indebtedness service requirements, they are not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the method of calculation.

While management believes that these measures provide useful information to investors, the SEC may require that EBITDA and Adjusted EBITDA be presented differently or not at all in future filings we will make with the SEC

 

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CLAIRE’S STORES, INC. AND SUBSIDIARIES

ADJUSTED EBITDA

(UNAUDITED)

(In Thousands)

 

     Three Months
Ended

May 4, 2013
    Three Months
Ended

April 28, 2012
 

Net loss

   $ (26,584   $ (19,921

Income tax benefit

     (720     (870

Loss on early debt extinguishment

     1,674        4,602   

Interest expense

     58,239        47,052   

Interest income

     (20     (30

Depreciation and amortization

     15,625        16,715   
  

 

 

   

 

 

 

Reported EBITDA

     48,214        47,548   

– stock compensation, book to cash rent, intangible amortization (a)

     964        937   

– management fee, consulting (b)

     750        1,215   

– other (c)

     2,811        819   
  

 

 

   

 

 

 

Adjusted EBITDA

   $ 52,739      $ 50,519   
  

 

 

   

 

 

 

 

a) Includes: non-cash stock compensation expense, net non-cash rent expense, amortization of rent free periods, the inclusion of cash landlord allowances, and the net accretion of favorable (unfavorable) lease obligations and non-cash amortization of lease rights.

 

b) Includes: the management fee paid to Apollo Management and Morgan Joseph Tri-Artisan Capital Partners, and non-recurring consulting expenses.

 

c) Includes: non-cash losses on property and equipment associated with remodels, relocations and closures; costs, including third party charges and compensation, incurred in conjunction with the relocation of new employees; non-cash foreign exchange gains/losses resulting from intercompany transactions and remeasurements of U.S. dollar denominated cash accounts of our foreign entities into their functional currency; and severance and transaction related costs.

 

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