Attached files
file | filename |
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8-K - FORM 8-K - CLAIRES STORES INC | d449051d8k.htm |
Exhibit 99.1
CLAIRES STORES, INC. AND SUBSIDIARIES
(EXCLUDING UNRESTRICTED SUBSIDIARIES)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
July 29, 2017 | ||||
ASSETS |
||||
Current assets: |
||||
Cash and cash equivalents |
$ | 30,689 | ||
Inventories |
157,617 | |||
Prepaid expenses |
18,772 | |||
Other current assets |
25,136 | |||
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Total current assets |
232,214 | |||
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Property and equipment: |
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Furniture, fixtures and equipment |
224,812 | |||
Leasehold improvements |
304,130 | |||
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528,942 | ||||
Accumulated depreciation and amortization |
(402,795 | ) | ||
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126,147 | ||||
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Leased property under capital lease: |
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Land and building |
18,055 | |||
Accumulated depreciation and amortization |
(6,765 | ) | ||
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11,290 | ||||
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Goodwill |
1,132,575 | |||
Intangible assets, net of accumulated amortization |
307,123 | |||
Other assets |
43,337 | |||
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1,483,035 | ||||
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Total assets |
$ | 1,852,686 | ||
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LIABILITIES AND STOCKHOLDERS DEFICIT |
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Current liabilities: |
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Trade accounts payable |
$ | 71,017 | ||
Income taxes payable |
5,117 | |||
Accrued interest payable |
53,111 | |||
Accrued expenses and other current liabilities |
83,904 | |||
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Total current liabilities |
213,149 | |||
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Intercompany payables |
81,487 | |||
Long-term debt, net |
1,970,062 | |||
Revolving credit facility, net |
44,361 | |||
Obligation under capital lease |
16,187 | |||
Deferred tax liability |
99,488 | |||
Deferred rent expense |
33,867 | |||
Unfavorable lease obligations and other long-term liabilities |
9,090 | |||
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2,254,542 | ||||
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Commitments and contingencies |
||||
Stockholders deficit: |
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Common stock |
| |||
Additional paid-in capital |
546,018 | |||
Accumulated other comprehensive loss, net of tax |
(37,840 | ) | ||
Accumulated deficit |
(1,123,183 | ) | ||
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(615,005 | ) | |||
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Total liabilities and stockholders deficit |
$ | 1,852,666 | ||
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CLAIRES STORES, INC. AND SUBSIDIARIES
(EXCLUDING UNRESTRICTED SUBSIDIARIES)
UNAUDITED CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS
(in thousands)
Three Months | Six Months | |||||||
Ended | Ended | |||||||
July 29, 2017 | July 29, 2017 | |||||||
Net sales |
$ | 316,637 | $ | 616,258 | ||||
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) |
161,583 | 313,371 | ||||||
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Gross profit |
155,054 | 302,887 | ||||||
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Other expenses: |
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Selling, general and administrative |
112,774 | 223,286 | ||||||
Depreciation and amortization |
10,890 | 22,093 | ||||||
Severance and transaction-related costs |
389 | 532 | ||||||
Other income, net |
(2,171 | ) | (4,872 | ) | ||||
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121,882 | 241,039 | |||||||
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Operating income |
33,172 | 61,848 | ||||||
Interest expense, net |
43,394 | 86,974 | ||||||
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Loss before income tax expense |
(10,222 | ) | (25,126 | ) | ||||
Income tax expense |
10,266 | 2,120 | ||||||
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Net loss |
$ | (20,488 | ) | $ | (27,246 | ) | ||
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CLAIRES STORES, INC. AND SUBSIDIARIES
(EXCLUDING UNRESTRICTED SUBSIDIARIES)
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
Six Months | ||||
Ended | ||||
July 29, 2017 | ||||
Cash flows from operating activities: |
||||
Net loss |
$ | (27,246 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization |
22,093 | |||
Amortization of lease rights and other assets |
1,862 | |||
Amortization of debt issuance costs |
4,312 | |||
Accretion of debt premium |
(1,457 | ) | ||
Non-cash pay-in-kind interest expense |
750 | |||
Net unfavorable accretion of lease obligations |
(55 | ) | ||
Loss on sale/retirement of property and equipment, net |
128 | |||
Stock-based compensation expense |
156 | |||
(Increase) decrease in: |
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Inventories |
(22,083 | ) | ||
Prepaid expenses |
(1,926 | ) | ||
Other assets |
(75 | ) | ||
Increase (decrease) in: |
||||
Trade accounts payable |
(709 | ) | ||
Income taxes payable |
(279 | ) | ||
Accrued interest payable |
(155 | ) | ||
Accrued expenses and other liabilities |
(6,994 | ) | ||
Deferred income taxes |
(359 | ) | ||
Deferred rent expense |
(1,196 | ) | ||
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Net cash used in operating activities |
(33,233 | ) | ||
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Cash flows from investing activities: |
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Acquisition of property and equipment |
(8,101 | ) | ||
Acquisition of intangible assets/lease rights |
(38 | ) | ||
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Net cash used in investing activities |
(8,139 | ) | ||
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Cash flows from financing activities: |
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Proceeds from revolving credit facilities |
81,000 | |||
Payments on revolving credit facilities |
(41,200 | ) | ||
Payments on short-term debt |
(18,420 | ) | ||
Payments of unamortized interest related to long-term debt |
(1,857 | ) | ||
Payment of debt issuance costs |
(386 | ) | ||
Principal payments of capital lease |
(156 | ) | ||
Intercompany activity, net |
(2,915 | ) | ||
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Net cash provided by financing activities |
16,066 | |||
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Effect of foreign currency exchange rate changes on cash and cash equivalents |
203 | |||
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Net decrease in cash and cash equivalents |
(25,103 | ) | ||
Cash and cash equivalents, at beginning of period |
55,792 | |||
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Cash and cash equivalents, at end of period |
$ | 30,689 | ||
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Claires (Gibraltar) Holdings Limited
Unaudited Condensed Consolidated Balance Sheet
(in thousands)
July 29, 2017 | ||||
ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ | 20,028 | ||
Inventories |
65,941 | |||
Prepaid expenses |
14,797 | |||
Other current assets |
10,033 | |||
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Total current assets |
110,799 | |||
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Property and equipment: |
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Furniture, fixtures and equipment |
71,559 | |||
Leasehold improvements |
104,483 | |||
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176,042 | ||||
Accumulated depreciation and amortization |
(128,564 | ) | ||
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47,478 | ||||
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Intercompany receivables |
145,279 | |||
Goodwill |
145,058 | |||
Intangible assets, net |
203,470 | |||
Other assets |
36,820 | |||
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530,627 | ||||
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Total assets |
$ | 688,904 | ||
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Trade accounts payable |
$ | 46,491 | ||
Income taxes payable |
4,934 | |||
Accrued interest payable |
370 | |||
Accrued expenses and other current liabilities |
34,575 | |||
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Total current liabilities |
86,370 | |||
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Long-term debt, net |
156,925 | |||
Deferred tax liability |
5,934 | |||
Deferred rent expense |
9,419 | |||
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172,278 | ||||
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Stockholders equity: |
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Common stock |
2 | |||
Additional paid in capital |
770,858 | |||
Accumulated other comprehensive loss, net of tax |
(40,356 | ) | ||
Accumulated deficit |
(300,248 | ) | ||
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430,256 | ||||
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Total liabilities and stockholders equity |
$ | 688,904 | ||
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Claires (Gibraltar) Holdings Limited
Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income
(in thousands)
Three Months | Six Months | |||||||
Ended | Ended | |||||||
July 29, 2017 | July 29, 2017 | |||||||
Net sales |
$ | 120,604 | $ | 224,265 | ||||
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) |
59,891 | 114,168 | ||||||
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Gross profit |
60,713 | 110,097 | ||||||
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Other expenses: |
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Selling, general and administrative |
43,679 | 86,985 | ||||||
Depreciation and amortization |
3,867 | 7,980 | ||||||
Severance and transaction-related costs |
139 | 223 | ||||||
Other income, net |
(5,001 | ) | (6,418 | ) | ||||
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42,684 | 88,770 | |||||||
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Operating income |
18,029 | 21,327 | ||||||
Interest expense, net |
2,791 | 5,573 | ||||||
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Income before income tax expense |
15,238 | 15,754 | ||||||
Income tax expense |
10,320 | 3,132 | ||||||
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Net income |
4,918 | 12,622 | ||||||
Foreign currency translation adjustments |
3,362 | 3,846 | ||||||
Net gain on intra-entity foreign currency transactions, net of tax |
5,395 | 8,132 | ||||||
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Other comprehensive income |
8,757 | 11,978 | ||||||
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Comprehensive income |
$ | 13,675 | $ | 24,600 | ||||
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CLSIP Holdings LLC
Unaudited Condensed Statement of Cash Flows
(in thousands)
Six Months | ||||
Ended | ||||
July 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)
Six Months | ||||
Ended | ||||
July 29, 2017 | ||||
Net cash provided by operating activities |
$ | | ||
Net cash provided by investing activities |
| |||
Payments of unamortized interest related to long-term debt |
(2,415 | ) | ||
Intercompany activity, net |
2,915 | |||
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Net cash provided by financing activities |
500 | |||
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Net increase in cash and cash equivalents |
500 | |||
Cash and cash equivalents, at beginning of period |
| |||
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Cash and cash equivalents, at end of period |
$ | 500 | ||
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