Attached files
file | filename |
---|---|
8-K - FORM 8-K - CLAIRES STORES INC | d346236d8k.htm |
EXHIBIT 99.1
CLAIRES STORES, INC. AND SUBSIDIARIES
(EXCLUDING UNRESTRICTED SUBSIDIARIES)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
January 28, 2017 | ||||
ASSETS |
||||
Current assets: |
||||
Cash and cash equivalents |
$ | 55,792 | ||
Inventories |
130,239 | |||
Prepaid expenses |
14,642 | |||
Other current assets |
25,270 | |||
|
|
|||
Total current assets |
225,943 | |||
|
|
|||
Property and equipment: |
||||
Furniture, fixtures and equipment |
218,804 | |||
Leasehold improvements |
297,636 | |||
|
|
|||
516,440 | ||||
Accumulated depreciation and amortization |
(381,975 | ) | ||
|
|
|||
134,465 | ||||
|
|
|||
Leased property under capital lease: |
||||
Land and building |
18,055 | |||
Accumulated depreciation and amortization |
(6,313 | ) | ||
|
|
|||
11,742 | ||||
|
|
|||
Goodwill |
1,132,575 | |||
Intangible assets, net of accumulated amortization |
305,422 | |||
Other assets |
40,525 | |||
|
|
|||
1,478,522 | ||||
|
|
|||
Total assets |
$ | 1,850,672 | ||
|
|
|||
LIABILITIES AND STOCKHOLDERS DEFICIT |
||||
Current liabilities: |
||||
Current portion of long-term debt, net |
$ | 18,405 | ||
Trade accounts payable |
69,731 | |||
Income taxes payable |
6,083 | |||
Accrued interest payable |
53,266 | |||
Accrued expenses and other current liabilities |
87,146 | |||
|
|
|||
Total current liabilities |
234,631 | |||
|
|
|||
Intercompany payables |
84,402 | |||
Long-term debt, net |
1,969,351 | |||
Revolving credit facility, net |
3,925 | |||
Obligation under capital lease |
16,388 | |||
Deferred tax liability |
99,255 | |||
Deferred rent expense |
34,300 | |||
Unfavorable lease obligations and other long-term liabilities |
10,376 | |||
|
|
|||
2,217,997 | ||||
|
|
|||
Commitments and contingencies |
||||
Stockholders deficit: |
||||
Common stock |
| |||
Additional paid-in capital |
545,862 | |||
Accumulated other comprehensive loss, net of tax |
(51,881 | ) | ||
Accumulated deficit |
(1,095,937 | ) | ||
|
|
|||
(601,956 | ) | |||
|
|
|||
Total liabilities and stockholders deficit |
$ | 1,850,672 | ||
|
|
CLAIRES STORES, INC. AND SUBSIDIARIES
(EXCLUDING UNRESTRICTED SUBSIDIARIES)
UNAUDITED CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS
(in thousands)
Fiscal Year | ||||
Ended | ||||
January 28, 2017 | ||||
Net sales |
$ | 1,311,316 | ||
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) |
682,828 | |||
|
|
|||
Gross profit |
628,488 | |||
|
|
|||
Other expenses: |
||||
Selling, general and administrative |
458,184 | |||
Depreciation and amortization |
55,508 | |||
Impairment of assets |
181,618 | |||
Severance and transaction-related costs |
2,531 | |||
Other income, net |
(5,635 | ) | ||
|
|
|||
692,206 | ||||
|
|
|||
Operating loss |
(63,718 | ) | ||
Gain on early debt extinguishment |
315,653 | |||
Interest expense, net |
200,187 | |||
|
|
|||
Income before income tax benefit |
51,748 | |||
Income tax benefit |
(2,151 | ) | ||
|
|
|||
Net income |
$ | 53,899 | ||
|
|
CLAIRES STORES, INC. AND SUBSIDIARIES
(EXCLUDING UNRESTRICTED SUBSIDIARIES)
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
Fiscal Year | ||||
Ended | ||||
January 28, 2017 | ||||
Cash flows from operating activities: |
||||
Net income |
$ | 53,899 | ||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||
Depreciation and amortization |
55,508 | |||
Impairment of assets |
181,618 | |||
Amortization of lease rights and other assets |
2,970 | |||
Amortization of debt issuance costs |
8,066 | |||
Accretion of debt premium |
(2,735 | ) | ||
Non-cash in kind interest expense |
9,156 | |||
Net unfavorable accretion of lease obligations |
(254 | ) | ||
Loss on sale/retirement of property and equipment, net |
665 | |||
Gain on early debt extinguishment |
(315,653 | ) | ||
Gain on sale of intangible assets/lease rights |
(303 | ) | ||
Stock-based compensation benefit |
115 | |||
(Increase) decrease in: |
||||
Inventories |
19,457 | |||
Prepaid expenses |
(1,050 | ) | ||
Other assets |
331 | |||
Increase (decrease) in: |
||||
Trade accounts payable |
(3,212 | ) | ||
Income taxes payable |
(537 | ) | ||
Accrued interest payable |
5,356 | |||
Accrued expenses and other liabilities |
385 | |||
Deferred income taxes |
(4,316 | ) | ||
Deferred rent expense |
(1,546 | ) | ||
|
|
|||
Net cash provided by operating activities |
7,920 | |||
|
|
|||
Cash flows from investing activities: |
||||
Acquisition of property and equipment |
(16,268 | ) | ||
Acquisition of intangible assets/lease rights |
(109 | ) | ||
Proceeds from sale of intangible assets/lease rights |
303 | |||
|
|
|||
Net cash used in investing activities |
(16,074 | ) | ||
|
|
|||
Cash flows from financing activities: |
||||
Proceeds from revolving credit facilities |
162,278 | |||
Payments on revolving credit facilities |
(158,278 | ) | ||
Proceeds from term note |
50,000 | |||
Repurchase of note |
(6,987 | ) | ||
Payment of debt issuance costs |
(14,977 | ) | ||
Principal payments of capital lease |
(242 | ) | ||
Capital contribution from Parent |
11,550 | |||
|
|
|||
Net cash provided by financing activities |
43,344 | |||
|
|
|||
Effect of foreign currency exchange rate changes on cash and cash equivalents |
1,731 | |||
|
|
|||
Net increase in cash and cash equivalents |
36,921 | |||
Cash and cash equivalents, at beginning of period |
18,871 | |||
|
|
|||
Cash and cash equivalents, at end of period |
$ | 55,792 | ||
|
|
Claires (Gibraltar) Holdings Limited
Unaudited Condensed Consolidated Balance Sheet
(in thousands)
January 28, 2017 | ||||
ASSETS |
||||
Current assets: |
||||
Cash and cash equivalents |
$ | 49,074 | ||
Inventories |
50,700 | |||
Prepaid expenses |
12,615 | |||
Other current assets |
10,523 | |||
|
|
|||
Total current assets |
122,912 | |||
|
|
|||
Property and equipment: |
||||
Furniture, fixtures and equipment |
66,263 | |||
Leasehold improvements |
98,010 | |||
|
|
|||
164,273 | ||||
Accumulated depreciation and amortization |
(116,993 | ) | ||
|
|
|||
47,280 | ||||
|
|
|||
Intercompany receivables |
114,478 | |||
Goodwill |
145,058 | |||
Intangible assets, net |
201,678 | |||
Other assets |
34,153 | |||
|
|
|||
495,367 | ||||
|
|
|||
Total assets |
$ | 665,559 | ||
|
|
|||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||
Current liabilities: |
||||
Trade accounts payable |
$ | 46,739 | ||
Income taxes payable |
4,923 | |||
Accrued interest payable |
599 | |||
Accrued expenses and other current liabilities |
35,713 | |||
|
|
|||
Total current liabilities |
87,974 | |||
|
|
|||
Long-term debt, net |
157,143 | |||
Deferred tax liability |
5,701 | |||
Deferred rent expense |
9,133 | |||
|
|
|||
171,977 | ||||
|
|
|||
Stockholders equity: |
||||
Common stock |
2 | |||
Additional paid in capital |
770,859 | |||
Accumulated other comprehensive loss, net of tax |
(52,384 | ) | ||
Accumulated deficit |
(312,869 | ) | ||
|
|
|||
405,608 | ||||
|
|
|||
Total liabilities and stockholders equity |
$ | 665,559 | ||
|
|
Claires (Gibraltar) Holdings Limited
Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss
(in thousands)
Fiscal Year | ||||
Ended | ||||
January 28, 2017 | ||||
Net sales |
$ | 476,337 | ||
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) |
249,982 | |||
|
|
|||
Gross profit |
226,355 | |||
|
|
|||
Other expenses: |
||||
Selling, general and administrative |
182,459 | |||
Depreciation and amortization |
20,721 | |||
Impairment of assets |
177,618 | |||
Severance and transaction-related costs |
963 | |||
Other income |
(5,315 | ) | ||
|
|
|||
376,446 | ||||
|
|
|||
Operating loss |
(150,091 | ) | ||
Loss on early debt extinguishment |
1,001 | |||
Interest expense, net |
2,857 | |||
|
|
|||
Loss before income taxes |
(153,949 | ) | ||
Income tax benefit |
(838 | ) | ||
|
|
|||
Net loss |
(153,111 | ) | ||
Foreign currency translation adjustments |
(941 | ) | ||
Net loss on intra-entity foreign currency transactions, net of tax |
(3,929 | ) | ||
|
|
|||
Other comprehensive loss |
(4,870 | ) | ||
|
|
|||
Comprehensive loss |
$ | (157,981 | ) | |
|
|
CLSIP Holdings LLC
Unaudited Condensed Statement of Cash Flows
(in thousands)
Fiscal Year | ||||
Ended | ||||
January 28, 2017 | ||||
Net cash provided by operating activities |
$ | | ||
Net cash provided by investing activities |
| |||
Net cash provided by financing activities |
| |||
|
|
|||
Net increase in cash and cash equivalents |
| |||
Cash and cash equivalents, at beginning of period |
| |||
|
|
|||
Cash and cash equivalents, at end of period |
$ | | ||
|
|
CLSIP LLC
Unaudited Condensed Statement of Cash Flows
(in thousands)
Fiscal Year | ||||
Ended | ||||
January 28, 2017 | ||||
Net cash provided by operating activities |
$ | | ||
Net cash provided by investing activities |
| |||
Net cash provided by financing activities |
| |||
|
|
|||
Net increase in cash and cash equivalents |
| |||
Cash and cash equivalents, at beginning of period |
| |||
|
|
|||
Cash and cash equivalents, at end of period |
$ | | ||
|
|