Attached files
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8-K - FORM 8-K - CLAIRES STORES INC | d411454d8k.htm |
EXHIBIT 99.1
CLAIRES STORES, INC. AND SUBSIDIARIES
(EXCLUDING UNRESTRICTED SUBSIDIARIES)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
April 29, 2017 | ||||
ASSETS |
||||
Current assets: |
||||
Cash and cash equivalents |
$ | 25,237 | ||
Inventories |
140,938 | |||
Prepaid expenses |
16,924 | |||
Other current assets |
26,809 | |||
|
|
|||
Total current assets |
209,908 | |||
|
|
|||
Property and equipment: |
||||
Furniture, fixtures and equipment |
220,369 | |||
Leasehold improvements |
297,681 | |||
|
|
|||
518,050 | ||||
Accumulated depreciation and amortization |
(389,476 | ) | ||
|
|
|||
128,574 | ||||
|
|
|||
Leased property under capital lease: |
||||
Land and building |
18,055 | |||
Accumulated depreciation and amortization |
(6,539 | ) | ||
|
|
|||
11,516 | ||||
|
|
|||
Goodwill |
1,132,575 | |||
Intangible assets, net of accumulated amortization |
304,797 | |||
Other assets |
41,052 | |||
|
|
|||
1,478,424 | ||||
|
|
|||
Total assets |
$ | 1,828,422 | ||
|
|
|||
LIABILITIES AND STOCKHOLDERS DEFICIT |
||||
Current liabilities: |
||||
Trade accounts payable |
$ | 69,726 | ||
Income taxes payable |
5,353 | |||
Accrued interest payable |
24,003 | |||
Accrued expenses and other current liabilities |
78,351 | |||
|
|
|||
Total current liabilities |
177,433 | |||
|
|
|||
Intercompany payables |
81,487 | |||
Long-term debt, net |
1,968,280 | |||
Revolving credit facility, net |
57,043 | |||
Obligation under capital lease |
16,289 | |||
Deferred tax liability |
91,900 | |||
Deferred rent expense |
33,917 | |||
Unfavorable lease obligations and other long-term liabilities |
8,800 | |||
|
|
|||
2,257,716 | ||||
|
|
|||
Commitments and contingencies |
||||
Stockholders deficit: |
||||
Common stock |
| |||
Additional paid-in capital |
545,924 | |||
Accumulated other comprehensive loss, net of tax |
(49,956 | ) | ||
Accumulated deficit |
(1,102,695 | ) | ||
|
|
|||
(606,727 | ) | |||
|
|
|||
Total liabilities and stockholders deficit |
$ | 1,828,422 | ||
|
|
1
CLAIRES STORES, INC. AND SUBSIDIARIES
(EXCLUDING UNRESTRICTED SUBSIDIARIES)
UNAUDITED CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS
(in thousands)
Three Months | ||||
Ended | ||||
April 29, 2017 | ||||
Net sales |
$ | 299,621 | ||
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) |
151,788 | |||
|
|
|||
Gross profit |
147,833 | |||
|
|
|||
Other expenses: |
||||
Selling, general and administrative |
110,512 | |||
Depreciation and amortization |
11,203 | |||
Severance and transaction-related costs |
143 | |||
Other income, net |
(2,701 | ) | ||
|
|
|||
119,157 | ||||
|
|
|||
Operating income |
28,676 | |||
Interest expense, net |
43,580 | |||
|
|
|||
Loss before income tax benefit |
(14,904 | ) | ||
Income tax benefit |
(8,146 | ) | ||
|
|
|||
Net loss |
$ | (6,758 | ) | |
|
|
2
CLAIRES STORES, INC. AND SUBSIDIARIES
(EXCLUDING UNRESTRICTED SUBSIDIARIES)
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
Three Months | ||||
Ended | ||||
April 29, 2017 | ||||
Cash flows from operating activities: |
||||
Net loss |
$ | (6,758 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Depreciation and amortization |
11,203 | |||
Amortization of lease rights and other assets |
1,069 | |||
Amortization of debt issuance costs |
2,187 | |||
Accretion of debt premium |
(721 | ) | ||
Net unfavorable accretion of lease obligations |
(64 | ) | ||
Loss on sale/retirement of property and equipment, net |
118 | |||
Stock-based compensation expense |
62 | |||
(Increase) decrease in: |
||||
Inventories |
(9,694 | ) | ||
Prepaid expenses |
(1,371 | ) | ||
Other assets |
(1,434 | ) | ||
Increase (decrease) in: |
||||
Trade accounts payable |
(1,069 | ) | ||
Income taxes payable |
(962 | ) | ||
Accrued interest payable |
(29,263 | ) | ||
Accrued expenses and other liabilities |
(10,834 | ) | ||
Deferred income taxes |
(7,597 | ) | ||
Deferred rent expense |
(525 | ) | ||
|
|
|||
Net cash used in operating activities |
(55,653 | ) | ||
|
|
|||
Cash flows from investing activities: |
||||
Acquisition of property and equipment |
(3,365 | ) | ||
Acquisition of intangible assets/lease rights |
(28 | ) | ||
|
|
|||
Net cash used in investing activities |
(3,393 | ) | ||
|
|
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Cash flows from financing activities: |
||||
Proceeds from revolving credit facilities |
69,000 | |||
Payments on revolving credit facilities |
(16,200 | ) | ||
Payments on short-term debt |
(18,420 | ) | ||
Payments on long-term debt |
(1,857 | ) | ||
Payment of debt issuance costs |
(347 | ) | ||
Principal payments of capital lease |
(76 | ) | ||
|
|
|||
Net cash provided by financing activities |
29,185 | |||
|
|
|||
Effect of foreign currency exchange rate changes on cash and cash equivalents |
(694 | ) | ||
|
|
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Net decrease in cash and cash equivalents |
(30,555 | ) | ||
Cash and cash equivalents, at beginning of period |
55,792 | |||
|
|
|||
Cash and cash equivalents, at end of period |
$ | 25,237 | ||
|
|
3
Claires (Gibraltar) Holdings Limited
Unaudited Condensed Consolidated Balance Sheet
(in thousands)
April 29, 2017 | ||||
ASSETS |
||||
Current assets: |
||||
Cash and cash equivalents |
$ | 17,591 | ||
Inventories |
56,846 | |||
Prepaid expenses |
13,119 | |||
Other current assets |
10,850 | |||
|
|
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Total current assets |
98,406 | |||
|
|
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Property and equipment: |
||||
Furniture, fixtures and equipment |
67,936 | |||
Leasehold improvements |
98,955 | |||
|
|
|||
166,891 | ||||
Accumulated depreciation and amortization |
(120,289 | ) | ||
|
|
|||
46,602 | ||||
|
|
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Intercompany receivables |
136,410 | |||
Goodwill |
145,058 | |||
Intangible assets, net |
201,120 | |||
Other assets |
36,352 | |||
|
|
|||
518,940 | ||||
|
|
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Total assets |
$ | 663,948 | ||
|
|
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LIABILITIES AND STOCKHOLDERS EQUITY |
||||
Current liabilities: |
||||
Trade accounts payable |
$ | 44,944 | ||
Income taxes payable |
3,735 | |||
Accrued interest payable |
681 | |||
Accrued expenses and other current liabilities |
32,969 | |||
|
|
|||
Total current liabilities |
82,329 | |||
|
|
|||
Long-term debt, net |
155,971 | |||
Deferred rent expense |
9,146 | |||
|
|
|||
165,117 | ||||
|
|
|||
Stockholders equity: |
||||
Common stock |
2 | |||
Additional paid in capital |
770,857 | |||
Accumulated other comprehensive loss, net of tax |
(49,192 | ) | ||
Accumulated deficit |
(305,165 | ) | ||
|
|
|||
416,502 | ||||
|
|
|||
Total liabilities and stockholders equity |
$ | 663,948 | ||
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4
Claires (Gibraltar) Holdings Limited
Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income
(in thousands)
Three Months | ||||
Ended | ||||
April 29, 2017 | ||||
Net sales |
$ | 103,661 | ||
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) |
54,277 | |||
|
|
|||
Gross profit |
49,384 | |||
|
|
|||
Other expenses: |
||||
Selling, general and administrative |
43,306 | |||
Depreciation and amortization |
4,113 | |||
Severance and transaction-related costs |
84 | |||
Other income |
(1,417 | ) | ||
|
|
|||
46,086 | ||||
|
|
|||
Operating income |
3,298 | |||
Interest expense, net |
2,782 | |||
|
|
|||
Income before income tax benefit |
516 | |||
Income tax benefit |
(7,188 | ) | ||
|
|
|||
Net income |
7,704 | |||
Foreign currency translation adjustments |
484 | |||
Net gain on intra-entity foreign currency transactions, net of tax |
2,737 | |||
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|
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Other comprehensive income |
3,221 | |||
|
|
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Comprehensive income |
$ | 10,925 | ||
|
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5
CLSIP Holdings LLC
Unaudited Condensed Statement of Cash Flows
(in thousands)
Three Months | ||||
Ended | ||||
April 29, 2017 | ||||
Net cash provided by operating activities |
$ | | ||
Net cash provided by investing activities |
| |||
Net cash provided by financing activities |
| |||
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Net increase in cash and cash equivalents |
| |||
Cash and cash equivalents, at beginning of period |
| |||
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Cash and cash equivalents, at end of period |
$ | | ||
|
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CLSIP LLC
Unaudited Condensed Statement of Cash Flows
(in thousands)
Three Months | ||||
Ended | ||||
April 29, 2017 | ||||
Net cash provided by operating activities |
$ | | ||
Net cash provided by investing activities |
| |||
Payments on long-term debt |
(2,415 | ) | ||
Intercompany activity, net |
2,915 | |||
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|
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Net cash provided by financing activities |
500 | |||
|
|
|||
Net increase in cash and cash equivalents |
500 | |||
Cash and cash equivalents, at beginning of period |
| |||
|
|
|||
Cash and cash equivalents, at end of period |
$ | 500 | ||
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6