Supplemental Financial Information | 9 Months Ended |
Nov. 02, 2013 |
Supplemental Financial Information | ' |
12 | Supplemental Financial Information | | | | | | | | | | | | | | | | | | | |
On May 29, 2007, Claire’s Stores, Inc. (the “Issuer”), issued $935.0 million in Senior Fixed Rate Notes, Senior Toggle Notes and Senior Subordinated Notes, (collectively, the “2007 Notes”). On March 4, 2011, the Issuer issued $450.0 million aggregate principal amount of Senior Secured Second Lien Notes, (collectively, the “2011 Notes”). On February 28, 2012, March 12, 2012 and September 20, 2012, the Issuer issued $400.0 million, $100.0 million and $625.0 million, respectively, aggregate principal amount of the same series of 9.0% Senior Secured First Lien Notes (collectively, the “2012 Notes”). On March 15, 2013, the Issuer issued $210.0 million aggregate principal amount of 6.125% Senior Secured First Lien Notes and on May 14, 2013, the Issuer issued $320.0 million aggregate principal amount of 7.75% Senior Notes (the “2013 Notes”). The 2007 Notes and the 2011 Notes are irrevocably and unconditionally guaranteed, jointly and severally, by all wholly-owned domestic current and future subsidiaries of Claire’s Stores, Inc. that guarantee the Company’s Credit Facility. The 2012 Notes and the 2013 Notes are unconditionally guaranteed, jointly and severally, by all wholly-owned domestic current and future subsidiaries of Claire’s Stores, Inc. As of November 2, 2013, Claire’s Stores, Inc. owned 100% of its domestic subsidiaries that guarantee the 2007 Notes, 2011 Notes, 2012 Notes, and 2013 Notes. All guarantors are collectively referred to as the “Guarantors.” The Company’s other subsidiaries, principally its international subsidiaries including its European, Canadian and Asian subsidiaries (the “Non-Guarantors”), are not guarantors of these Notes. |
The tables in the following pages present the condensed consolidating financial information for the Issuer, the Guarantors and the Non-Guarantors, together with eliminations, as of and for the periods indicated. The consolidating financial information may not necessarily be indicative of the financial position, results of operations or cash flows had the Issuer, Guarantors and Non-Guarantors operated as independent entities. |
|
Condensed Consolidating Balance Sheet |
November 2, 2013 |
(in thousands) |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | Issuer | | | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
ASSETS | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 149 | | | $ | 4,779 | | | $ | 16,450 | | | $ | — | | | $ | 21,378 | |
Inventories | | | — | | | | 118,734 | | | | 90,717 | | | | — | | | | 209,451 | |
Prepaid expenses | | | 883 | | | | 2,705 | | | | 19,154 | | | | — | | | | 22,742 | |
Other current assets | | | 646 | | | | 18,103 | | | | 11,174 | | | | — | | | | 29,923 | |
| | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 1,678 | | | | 144,321 | | | | 137,495 | | | | — | | | | 283,494 | |
| | | | | | | | | | | | | | | | | | | | |
Property and equipment: | | | | | | | | | | | | | | | | | | | | |
Furniture, fixtures and equipment | | | 7,381 | | | | 158,079 | | | | 89,329 | | | | — | | | | 254,789 | |
Leasehold improvements | | | 1,471 | | | | 185,065 | | | | 157,309 | | | | — | | | | 343,845 | |
| | | | | | | | | | | | | | | | | | | | |
| | | 8,852 | | | | 343,144 | | | | 246,638 | | | | — | | | | 598,634 | |
Less accumulated depreciation and amortization | | | (4,691 | ) | | | (217,667 | ) | | | (130,776 | ) | | | — | | | | (353,134 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | 4,161 | | | | 125,477 | | | | 115,862 | | | | — | | | | 245,500 | |
| | | | | | | | | | | | | | | | | | | | |
Leased property under capital lease: | | | | | | | | | | | | | | | | | | | | |
Land and building | | | — | | | | 18,055 | | | | — | | | | — | | | | 18,055 | |
Less accumulated depreciation and amortization | | | — | | | | (3,385 | ) | | | — | | | | — | | | | (3,385 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | — | | | | 14,670 | | | | — | | | | — | | | | 14,670 | |
| | | | | | | | | | | | | | | | | | | | |
Intercompany receivables | | | — | | | | 278,076 | | | | — | | | | (278,076 | ) | | | — | |
Investment in subsidiaries | | | 2,304,668 | | | | (54,695 | ) | | | — | | | | (2,249,973 | ) | | | — | |
Goodwill | | | — | | | | 1,235,650 | | | | 314,406 | | | | — | | | | 1,550,056 | |
Intangible assets, net | | | 286,000 | | | | 2,854 | | | | 253,516 | | | | — | | | | 542,370 | |
Deferred financing costs, net | | | 41,446 | | | | — | | | | — | | | | — | | | | 41,446 | |
Other assets | | | 164 | | | | 4,235 | | | | 48,350 | | | | 2 | | | | 52,751 | |
| | | | | | | | | | | | | | | | | | | | |
| | | 2,632,278 | | | | 1,466,120 | | | | 616,272 | | | | (2,528,047 | ) | | | 2,186,623 | |
| | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 2,638,117 | | | $ | 1,750,588 | | | $ | 869,629 | | | $ | (2,528,047 | ) | | $ | 2,730,287 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | |
Revolving credit facility | | $ | 33,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | 33,000 | |
Trade accounts payable | | | 1,112 | | | | 38,208 | | | | 47,796 | | | | — | | | | 87,116 | |
Income taxes payable | | | — | | | | (174 | ) | | | 2,624 | | | | — | | | | 2,450 | |
Accrued interest payable | | | 44,397 | | | | — | | | | — | | | | — | | | | 44,397 | |
Accrued expenses and other current liabilities | | | 5,373 | | | | 36,318 | | | | 46,384 | | | | — | | | | 88,075 | |
| | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 83,882 | | | | 74,352 | | | | 96,804 | | | | — | | | | 255,038 | |
| | | | | | | | | | | | | | | | | | | | |
Intercompany payables | | | 264,222 | | | | — | | | | 13,851 | | | | (278,073 | ) | | | — | |
Long-term debt | | | 2,379,333 | | | | — | | | | — | | | | — | | | | 2,379,333 | |
Obligation under capital lease | | | — | | | | 17,155 | | | | — | | | | — | | | | 17,155 | |
Deferred tax liability | | | — | | | | 106,950 | | | | 12,846 | | | | — | | | | 119,796 | |
Deferred rent expense | | | — | | | | 19,758 | | | | 10,852 | | | | — | | | | 30,610 | |
Unfavorable lease obligations and other long-term liabilities | | | — | | | | 17,391 | | | | 284 | | | | — | | | | 17,675 | |
| | | | | | | | | | | | | | | | | | | | |
| | | 2,643,555 | | | | 161,254 | | | | 37,833 | | | | (278,073 | ) | | | 2,564,569 | |
| | | | | | | | | | | | | | | | | | | | |
Stockholder’s equity (deficit): | | | | | | | | | | | | | | | | | | | | |
Common stock | | | — | | | | 367 | | | | 2 | | | | (369 | ) | | | — | |
Additional paid in capital | | | 619,542 | | | | 1,435,909 | | | | 797,832 | | | | (2,233,741 | ) | | | 619,542 | |
Accumulated other comprehensive income (loss), net of tax | | | (24 | ) | | | 2,416 | | | | (7,367 | ) | | | 4,951 | | | | (24 | ) |
(Accumulated deficit) retained earnings | | | (708,838 | ) | | | 76,290 | | | | (55,475 | ) | | | (20,815 | ) | | | (708,838 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | (89,320 | ) | | | 1,514,982 | | | | 734,992 | | | | (2,249,974 | ) | | | (89,320 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities and stockholder’s equity (deficit) | | $ | 2,638,117 | | | $ | 1,750,588 | | | $ | 869,629 | | | $ | (2,528,047 | ) | | $ | 2,730,287 | |
| | | | | | | | | | | | | | | | | | | | |
|
Condensed Consolidating Balance Sheet |
February 2, 2013 |
(in thousands) |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | Issuer | | | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
ASSETS | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 56,392 | | | $ | 4,299 | | | $ | 106,265 | | | $ | — | | | $ | 166,956 | |
Inventories | | | 36 | | | | 88,127 | | | | 69,386 | | | | — | | | | 157,549 | |
Prepaid expenses | | | 592 | | | | 2,390 | | | | 16,719 | | | | — | | | | 19,701 | |
Other current assets | | | 262 | | | | 19,422 | | | | 9,937 | | | | — | | | | 29,621 | |
| | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 57,282 | | | | 114,238 | | | | 202,307 | | | | — | | | | 373,827 | |
| | | | | | | | | | | | | | | | | | | | |
Property and equipment: | | | | | | | | | | | | | | | | | | | | |
Furniture, fixtures and equipment | | | 6,079 | | | | 141,232 | | | | 86,898 | | | | — | | | | 234,209 | |
Leasehold improvements | | | 1,177 | | | | 165,075 | | | | 146,537 | | | | — | | | | 312,789 | |
| | | | | | | | | | | | | | | | | | | | |
| | | 7,256 | | | | 306,307 | | | | 233,435 | | | | — | | | | 546,998 | |
Less accumulated depreciation and amortization | | | (3,686 | ) | | | (199,402 | ) | | | (122,530 | ) | | | — | | | | (325,618 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | 3,570 | | | | 106,905 | | | | 110,905 | | | | — | | | | 221,380 | |
| | | | | | | | | | | | | | | | | | | | |
Leased property under capital lease: | | | | | | | | | | | | | | | | | | | | |
Land and building | | | — | | | | 18,055 | | | | — | | | | — | | | | 18,055 | |
Less accumulated depreciation and amortization | | | — | | | | (2,708 | ) | | | — | | | | — | | | | (2,708 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | — | | | | 15,347 | | | | — | | | | — | | | | 15,347 | |
| | | | | | | | | | | | | | | | | | | | |
Intercompany receivables | | | — | | | | 252,709 | | | | — | | | | (252,709 | ) | | | — | |
Investment in subsidiaries | | | 2,205,303 | | | | (56,381 | ) | | | — | | | | (2,148,922 | ) | | | — | |
Goodwill | | | — | | | | 1,235,650 | | | | 314,406 | | | | — | | | | 1,550,056 | |
Intangible assets, net | | | 286,000 | | | | 4,054 | | | | 257,379 | | | | — | | | | 547,433 | |
Deferred financing costs, net | | | 41,381 | | | | — | | | | — | | | | — | | | | 41,381 | |
Other assets | | | 129 | | | | 3,867 | | | | 45,845 | | | | 7 | | | | 49,848 | |
| | | | | | | | | | | | | | | | | | | | |
| | | 2,532,813 | | | | 1,439,899 | | | | 617,630 | | | | (2,401,624 | ) | | | 2,188,718 | |
| | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 2,593,665 | | | $ | 1,676,389 | | | $ | 930,842 | | | $ | (2,401,624 | ) | | $ | 2,799,272 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | |
Trade accounts payable | | $ | 993 | | | $ | 31,584 | | | $ | 40,868 | | | $ | — | | | $ | 73,445 | |
Income taxes payable | | | — | | | | (12 | ) | | | 10,520 | | | | — | | | | 10,508 | |
Accrued interest payable | | | 68,254 | | | | — | | | | — | | | | — | | | | 68,254 | |
Accrued expenses and other current liabilities | | | 11,420 | | | | 39,274 | | | | 48,835 | | | | — | | | | 99,529 | |
| | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 80,667 | | | | 70,846 | | | | 100,223 | | | | — | | | | 251,736 | |
| | | | | | | | | | | | | | | | | | | | |
Intercompany payables | | | 154,072 | | | | — | | | | 98,631 | | | | (252,703 | ) | | | — | |
Long-term debt | | | 2,373,366 | | | | — | | | | — | | | | — | | | | 2,373,366 | |
Obligation under capital lease | | | — | | | | 17,232 | | | | — | | | | — | | | | 17,232 | |
Deferred tax liability | | | — | | | | 107,618 | | | | 13,350 | | | | — | | | | 120,968 | |
Deferred rent expense | | | — | | | | 18,481 | | | | 11,378 | | | | — | | | | 29,859 | |
Unfavorable lease obligations and other long-term liabilities | | | — | | | | 20,080 | | | | 471 | | | | — | | | | 20,551 | |
| | | | | | | | | | | | | | | | | | | | |
| | | 2,527,438 | | | | 163,411 | | | | 123,830 | | | | (252,703 | ) | | | 2,561,976 | |
| | | | | | | | | | | | | | | | | | | | |
Stockholder’s equity (deficit): | | | | | | | | | | | | | | | | | | | | |
Common stock | | | — | | | | 367 | | | | 2 | | | | (369 | ) | | | — | |
Additional paid in capital | | | 618,403 | | | | 1,435,909 | | | | 797,819 | | | | (2,233,728 | ) | | | 618,403 | |
Accumulated other comprehensive income (loss), net of tax | | | 3,273 | | | | 3,909 | | | | (6,731 | ) | | | 2,822 | | | | 3,273 | |
(Accumulated deficit) retained earnings | | | (636,116 | ) | | | 1,947 | | | | (84,301 | ) | | | 82,354 | | | | (636,116 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | (14,440 | ) | | | 1,442,132 | | | | 706,789 | | | | (2,148,921 | ) | | | (14,440 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities and stockholder’s equity (deficit) | | $ | 2,593,665 | | | $ | 1,676,389 | | | $ | 930,842 | | | $ | (2,401,624 | ) | | $ | 2,799,272 | |
| | | | | | | | | | | | | | | | | | | | |
|
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) |
For The Three Months Ended November 2, 2013 |
(in thousands) |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | Issuer | | | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
Net sales | | $ | — | | | $ | 191,907 | | | $ | 165,031 | | | $ | — | | | $ | 356,938 | |
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) | | | 195 | | | | 100,253 | | | | 81,999 | | | | — | | | | 182,447 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit (deficit) | | | (195 | ) | | | 91,654 | | | | 83,032 | | | | — | | | | 174,491 | |
| | | | | | | | | | | | | | | | | | | | |
Other expenses: | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative | | | 5,249 | | | | 62,818 | | | | 57,900 | | | | — | | | | 125,967 | |
Depreciation and amortization | | | 354 | | | | 9,128 | | | | 8,896 | | | | — | | | | 18,378 | |
Severance and transaction-related costs | | | 146 | | | | — | | | | 832 | | | | — | | | | 978 | |
Other (income) expense | | | (2,691 | ) | | | 1,189 | | | | 53 | | | | — | | | | (1,449 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | 3,058 | | | | 73,135 | | | | 67,681 | | | | — | | | | 143,874 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | | (3,253 | ) | | | 18,519 | | | | 15,351 | | | | — | | | | 30,617 | |
Interest expense, net | | | 52,661 | | | | 554 | | | | (5 | ) | | | — | | | | 53,210 | |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | (55,914 | ) | | | 17,965 | | | | 15,356 | | | | — | | | | (22,593 | ) |
Income tax expense | | | — | | | | 758 | | | | 2,115 | | | | — | | | | 2,873 | |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | | (55,914 | ) | | | 17,207 | | | | 13,241 | | | | — | | | | (25,466 | ) |
Equity in earnings of subsidiaries | | | 30,448 | | | | (167 | ) | | | — | | | | (30,281 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | (25,466 | ) | | | 17,040 | | | | 13,241 | | | | (30,281 | ) | | | (25,466 | ) |
Foreign currency translation adjustments | | | 929 | | | | (11 | ) | | | 1,118 | | | | (1,107 | ) | | | 929 | |
Net gain (loss) on intra-entity foreign currency transactions, net of tax | | | 2,831 | | | | (123 | ) | | | 2,861 | | | | (2,738 | ) | | | 2,831 | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss) | | | 3,760 | | | | (134 | ) | | | 3,979 | | | | (3,845 | ) | | | 3,760 | |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) | | $ | (21,706 | ) | | $ | 16,906 | | | $ | 17,220 | | | $ | (34,126 | ) | | $ | (21,706 | ) |
| | | | | | | | | | | | | | | | | | | | |
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) |
For The Three Months Ended October 27, 2012 |
(in thousands) |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | Issuer | | | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
Net sales | | $ | — | | | $ | 207,010 | | | $ | 156,378 | | | $ | — | | | $ | 363,388 | |
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) | | | 446 | | | | 101,828 | | | | 77,309 | | | | — | | | | 179,583 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit (deficit) | | | (446 | ) | | | 105,182 | | | | 79,069 | | | | — | | | | 183,805 | |
| | | | | | | | | | | | | | | | | | | | |
Other expenses: | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative | | | 7,135 | | | | 61,992 | | | | 52,084 | | | | — | | | | 121,211 | |
Depreciation and amortization | | | 268 | | | | 8,702 | | | | 7,072 | | | | — | | | | 16,042 | |
Severance and transaction-related costs | | | 45 | | | | — | | | | (74 | ) | | | — | | | | (29 | ) |
Other (income) expense | | | (2,847 | ) | | | (1,532 | ) | | | 1,145 | | | | — | | | | (3,234 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | 4,601 | | | | 69,162 | | | | 60,227 | | | | — | | | | 133,990 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | | (5,047 | ) | | | 36,020 | | | | 18,842 | | | | — | | | | 49,815 | |
Loss on early debt extinguishment | | | 5,105 | | | | — | | | | — | | | | — | | | | 5,105 | |
Interest expense, net | | | 53,489 | | | | 557 | | | | (4 | ) | | | — | | | | 54,042 | |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | (63,641 | ) | | | 35,463 | | | | 18,846 | | | | — | | | | (9,332 | ) |
Income tax expense | | | — | | | | 635 | | | | 3,763 | | | | — | | | | 4,398 | |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | | (63,641 | ) | | | 34,828 | | | | 15,083 | | | | — | | | | (13,730 | ) |
Equity in earnings of subsidiaries | | | 49,911 | | | | 1,129 | | | | — | | | | (51,040 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | (13,730 | ) | | | 35,957 | | | | 15,083 | | | | (51,040 | ) | | | (13,730 | ) |
Foreign currency translation adjustments | | | 2,165 | | | | (36 | ) | | | 1,838 | | | | (1,802 | ) | | | 2,165 | |
Net gain on intra-entity foreign currency transactions, net of tax | | | 6,499 | | | | 57 | | | | 6,630 | | | | (6,687 | ) | | | 6,499 | |
Unrealized loss on interest rate swap, net of tax | | | (153 | ) | | | — | | | | — | | | | — | | | | (153 | ) |
Reclassification adjustment of unrealized loss on termination of interest rate swap into net loss | | | 1,784 | | | | — | | | | — | | | | — | | | | 1,784 | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss) | | | 10,295 | | | | 21 | | | | 8,468 | | | | (8,489 | ) | | | 10,295 | |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) | | $ | (3,435 | ) | | $ | 35,978 | | | $ | 23,551 | | | $ | (59,529 | ) | | $ | (3,435 | ) |
| | | | | | | | | | | | | | | | | | | | |
|
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) |
For The Nine Months Ended November 2, 2013 |
(in thousands) |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | Issuer | | | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
Net sales | | $ | — | | | $ | 600,749 | | | $ | 476,898 | | | $ | — | | | $ | 1,077,647 | |
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) | | | 302 | | | | 298,573 | | | | 243,111 | | | | — | | | | 541,986 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit (deficit) | | | (302 | ) | | | 302,176 | | | | 233,787 | | | | — | | | | 535,661 | |
| | | | | | | | | | | | | | | | | | | | |
Other expenses: | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative | | | 14,343 | | | | 191,332 | | | | 172,127 | | | | — | | | | 377,802 | |
Depreciation and amortization | | | 1,005 | | | | 26,028 | | | | 23,123 | | | | — | | | | 50,156 | |
Severance and transaction-related costs | | | 1,317 | | | | — | | | | 1,465 | | | | — | | | | 2,782 | |
Other (income) expense | | | (7,769 | ) | | | 3,596 | | | | 1,566 | | | | — | | | | (2,607 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | 8,896 | | | | 220,956 | | | | 198,281 | | | | — | | | | 428,133 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | | (9,198 | ) | | | 81,220 | | | | 35,506 | | | | — | | | | 107,528 | |
Loss on early debt extinguishment | | | 4,795 | | | | — | | | | — | | | | — | | | | 4,795 | |
Interest expense, net | | | 167,555 | | | | 1,657 | | | | (28 | ) | | | — | | | | 169,184 | |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | (181,548 | ) | | | 79,563 | | | | 35,534 | | | | — | | | | (66,451 | ) |
Income tax expense (benefit) | | | — | | | | (436 | ) | | | 6,707 | | | | — | | | | 6,271 | |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | | (181,548 | ) | | | 79,999 | | | | 28,827 | | | | — | | | | (72,722 | ) |
Equity in earnings of subsidiaries | | | 108,826 | | | | 508 | | | | — | | | | (109,334 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | (72,722 | ) | | | 80,507 | | | | 28,827 | | | | (109,334 | ) | | | (72,722 | ) |
Foreign currency translation adjustments | | | (882 | ) | | | (188 | ) | | | 1,812 | | | | (1,624 | ) | | | (882 | ) |
Net loss on intra-entity foreign currency transactions, net of tax | | | (2,415 | ) | | | (1,305 | ) | | | (2,448 | ) | | | 3,753 | | | | (2,415 | ) |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss) | | | (3,297 | ) | | | (1,493 | ) | | | (636 | ) | | | 2,129 | | | | (3,297 | ) |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) | | $ | (76,019 | ) | | $ | 79,014 | | | $ | 28,191 | | | $ | (107,205 | ) | | $ | (76,019 | ) |
| | | | | | | | | | | | | | | | | | | | |
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) |
For The Nine months ended October 27, 2012 |
(in thousands) |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | Issuer | | | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
Net sales | | $ | — | | | $ | 614,581 | | | $ | 449,041 | | | $ | — | | | $ | 1,063,622 | |
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) | | | 2,071 | | | | 297,879 | | | | 231,502 | | | | — | | | | 531,452 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit (deficit) | | | (2,071 | ) | | | 316,702 | | | | 217,539 | | | | — | | | | 532,170 | |
| | | | | | | | | | | | | | | | | | | | |
Other expenses: | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative | | | 15,497 | | | | 185,654 | | | | 158,971 | | | | — | | | | 360,122 | |
Depreciation and amortization | | | 769 | | | | 26,549 | | | | 20,914 | | | | — | | | | 48,232 | |
Severance and transaction-related costs | | | 1,376 | | | | — | | | | (208 | ) | | | — | | | | 1,168 | |
Other (income) expense | | | (7,824 | ) | | | (2,578 | ) | | | 7,748 | | | | — | | | | (2,654 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | 9,818 | | | | 209,625 | | | | 187,425 | | | | — | | | | 406,868 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | | (11,889 | ) | | | 107,077 | | | | 30,114 | | | | — | | | | 125,302 | |
Loss on early debt extinguishment | | | 9,707 | | | | — | | | | — | | | | — | | | | 9,707 | |
Interest expense, net | | | 147,693 | | | | 1,650 | | | | 600 | | | | — | | | | 149,943 | |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | (169,289 | ) | | | 105,427 | | | | 29,514 | | | | — | | | | (34,348 | ) |
Income tax expense (benefit) | | | — | | | | (276 | ) | | | 6,852 | | | | — | | | | 6,576 | |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | | (169,289 | ) | | | 105,703 | | | | 22,662 | | | | — | | | | (40,924 | ) |
Equity in earnings (loss) of subsidiaries | | | 128,365 | | | | (231 | ) | | | — | | | | (128,134 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | (40,924 | ) | | | 105,472 | | | | 22,662 | | | | (128,134 | ) | | | (40,924 | ) |
Foreign currency translation adjustments | | | (632 | ) | | | (102 | ) | | | (799 | ) | | | 901 | | | | (632 | ) |
Net (loss) gain on intra-entity foreign currency transactions, net of tax | | | (1,841 | ) | | | 181 | | | | (1,878 | ) | | | 1,697 | | | | (1,841 | ) |
Unrealized gain on interest rate swap, net of tax | | | 375 | | | | — | | | | — | | | | — | | | | 375 | |
Reclassification adjustment of unrealized loss on termination of interest rate swap into net loss | | | 1,784 | | | | — | | | | — | | | | — | | | | 1,784 | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss) | | | (314 | ) | | | 79 | | | | (2,677 | ) | | | 2,598 | | | | (314 | ) |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) | | $ | (41,238 | ) | | $ | 105,551 | | | $ | 19,985 | | | $ | (125,536 | ) | | $ | (41,238 | ) |
| | | | | | | | | | | | | | | | | | | | |
|
Condensed Consolidating Statement of Cash Flows |
Nine Months Ended November 2, 2013 |
(in thousands) |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | Issuer | | | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (72,722 | ) | | $ | 80,507 | | | $ | 28,827 | | | $ | (109,334 | ) | | $ | (72,722 | ) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | | | | | | | | | | | | | | | | |
Equity in earnings of subsidiaries | | | (108,826 | ) | | | (508 | ) | | | — | | | | 109,334 | | | | — | |
Depreciation and amortization | | | 1,005 | | | | 26,028 | | | | 23,123 | | | | — | | | | 50,156 | |
Amortization of lease rights and other assets | | | — | | | | — | | | | 3,001 | | | | — | | | | 3,001 | |
Amortization of debt issuance costs | | | 6,197 | | | | — | | | | — | | | | — | | | | 6,197 | |
Accretion of debt premium | | | (1,573 | ) | | | — | | | | — | | | | — | | | | (1,573 | ) |
Net accretion of unfavorable lease obligations | | | — | | | | (521 | ) | | | (38 | ) | | | — | | | | (559 | ) |
Loss on sale/retirement of property and equipment, net | | | — | | | | 49 | | | | 110 | | | | — | | | | 159 | |
Loss on early debt extinguishment | | | 4,795 | | | | — | | | | — | | | | — | | | | 4,795 | |
Stock-based compensation expense | | | 623 | | | | 113 | | | | 403 | | | | — | | | | 1,139 | |
(Increase) decrease in: | | | | | | | | | | | | | | | | | | | | |
Inventories | | | 36 | | | | (30,607 | ) | | | (21,473 | ) | | | — | | | | (52,044 | ) |
Prepaid expenses | | | (291 | ) | | | (315 | ) | | | (2,234 | ) | | | — | | | | (2,840 | ) |
Other assets | | | (419 | ) | | | 281 | | | | (4,554 | ) | | | — | | | | (4,692 | ) |
Increase (decrease) in: | | | | | | | | | | | | | | | | | | | | |
Trade accounts payable | | | 119 | | | | 6,037 | | | | 4,985 | | | | — | | | | 11,141 | |
Income taxes payable | | | — | | | | (160 | ) | | | (7,556 | ) | | | — | | | | (7,716 | ) |
Accrued interest payable | | | (23,858 | ) | | | — | | | | — | | | | — | | | | (23,858 | ) |
Accrued expenses and other liabilities | | | (6,047 | ) | | | (2,996 | ) | | | (2,083 | ) | | | — | | | | (11,126 | ) |
Deferred income taxes | | | — | | | | (929 | ) | | | (1,930 | ) | | | — | | | | (2,859 | ) |
Deferred rent expense | | | — | | | | 1,276 | | | | (464 | ) | | | — | | | | 812 | |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | | (200,961 | ) | | | 78,255 | | | | 20,117 | | | | — | | | | (102,589 | ) |
| | | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | |
Acquisition of property and equipment | | | (1,596 | ) | | | (43,288 | ) | | | (23,766 | ) | | | — | | | | (68,650 | ) |
Acquisition of intangible assets/lease rights | | | — | | | | (137 | ) | | | (1,950 | ) | | | — | | | | (2,087 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | (1,596 | ) | | | (43,425 | ) | | | (25,716 | ) | | | — | | | | (70,737 | ) |
| | | | | | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | |
Proceeds from revolving credit facility | | | 51,700 | | | | — | | | | — | | | | — | | | | 51,700 | |
Payments on revolving credit facility | | | (18,700 | ) | | | — | | | | — | | | | — | | | | (18,700 | ) |
Proceeds from notes | | | 530,000 | | | | — | | | | — | | | | — | | | | 530,000 | |
Repurchases of notes, including tender premium and fees | | | (523,660 | ) | | | — | | | | — | | | | — | | | | (523,660 | ) |
Payment of debt issuance costs | | | (9,857 | ) | | | — | | | | — | | | | — | | | | (9,857 | ) |
Principal payments on capital lease | | | — | | | | (37 | ) | | | — | | | | — | | | | (37 | ) |
Intercompany activity, net | | | 116,829 | | | | (31,644 | ) | | | (85,185 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 146,312 | | | | (31,681 | ) | | | (85,185 | ) | | | — | | | | 29,446 | |
| | | | | | | | | | | | | | | | | | | | |
Effect of foreign currency exchange rate changes on cash and cash equivalents | | | 2 | | | | (2,669 | ) | | | 969 | | | | — | | | | (1,698 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | (56,243 | ) | | | 480 | | | | (89,815 | ) | | | — | | | | (145,578 | ) |
Cash and cash equivalents, at beginning of period | | | 56,392 | | | | 4,299 | | | | 106,265 | | | | — | | | | 166,956 | |
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents, at end of period | | | 149 | | | | 4,779 | | | | 16,450 | | | | — | | | | 21,378 | |
| | | | | | | | | | | | | | | | | | | | |
|
Condensed Consolidating Statement of Cash Flows |
Nine months ended October 27, 2012 |
(in thousands) |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | Issuer | | | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (40,924 | ) | | $ | 105,472 | | | $ | 22,662 | | | $ | (128,134 | ) | | $ | (40,924 | ) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | | | | | | | | | | | | | | | | |
Equity in (earnings) loss of subsidiaries | | | (128,365 | ) | | | 231 | | | | — | | | | 128,134 | | | | — | |
Depreciation and amortization | | | 769 | | | | 26,549 | | | | 20,914 | | | | — | | | | 48,232 | |
Amortization of lease rights and other assets | | | — | | | | — | | | | 2,390 | | | | — | | | | 2,390 | |
Amortization of debt issuance costs | | | 7,085 | | | | — | | | | 594 | | | | — | | | | 7,679 | |
Accretion of debt premium | | | (290 | ) | | | — | | | | — | | | | — | | | | (290 | ) |
Net accretion of favorable (unfavorable) lease obligations | | | — | | | | (633 | ) | | | 97 | | | | — | | | | (536 | ) |
Loss on sale/retirement of property and equipment, net | | | — | | | | 71 | | | | 2 | | | | — | | | | 73 | |
Loss on early debt extinguishment | | | 9,707 | | | | — | | | | — | | | | — | | | | 9,707 | |
Loss on sale of intangible asset/lease rights | | | — | | | | — | | | | 117 | | | | | | | | 117 | |
Stock-based compensation expense (benefit) | | | (886 | ) | | | (576 | ) | | | 59 | | | | — | | | | (1,403 | ) |
(Increase) decrease in: | | | | | | | | | | | | | | | | | | | | |
Inventories | | | 2 | | | | (27,247 | ) | | | (23,185 | ) | | | — | | | | (50,430 | ) |
Prepaid expenses | | | (305 | ) | | | (989 | ) | | | 2,210 | | | | — | | | | 916 | |
Other assets | | | (128 | ) | | | (4,444 | ) | | | (5,751 | ) | | | — | | | | (10,323 | ) |
Increase (decrease) in: | | | | | | | | | | | | | | | | | | | | |
Trade accounts payable | | | (82 | ) | | | 6,615 | | | | 1,748 | | | | — | | | | 8,281 | |
Income taxes payable | | | (43 | ) | | | (1,013 | ) | | | (3,774 | ) | | | — | | | | (4,830 | ) |
Accrued interest payable | | | 16,290 | | | | — | | | | — | | | | — | | | | 16,290 | |
Accrued expenses and other liabilities | | | (2,048 | ) | | | (4,419 | ) | | | (1,608 | ) | | | — | | | | (8,075 | ) |
Deferred income taxes | | | — | | | | (690 | ) | | | (209 | ) | | | — | | | | (899 | ) |
Deferred rent expense | | | — | | | | 409 | | | | 414 | | | | — | | | | 823 | |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | | (139,218 | ) | | | 99,336 | | | | 16,680 | | | | — | | | | (23,202 | ) |
| | | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | |
Acquisition of property and equipment, net | | | (1,101 | ) | | | (23,226 | ) | | | (22,069 | ) | | | — | | | | (46,396 | ) |
Acquisition of intangible assets/lease rights | | | — | | | | (70 | ) | | | (2,007 | ) | | | — | | | | (2,077 | ) |
Changes in restricted cash | | | 4,350 | | | | — | | | | — | | | | — | | | | 4,350 | |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | | | 3,249 | | | | (23,296 | ) | | | (24,076 | ) | | | — | | | | (44,123 | ) |
| | | | | | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | |
Payments on former credit facility | | | (1,154,310 | ) | | | — | | | | — | | | | — | | | | (1,154,310 | ) |
Proceeds from notes | | | 1,142,125 | | | | — | | | | — | | | | — | | | | 1,142,125 | |
Payment of debt issuance costs | | | (27,610 | ) | | | — | | | | — | | | | — | | | | (27,610 | ) |
Intercompany activity, net | | | 88,094 | | | | (75,633 | ) | | | (12,461 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 48,299 | | | | (75,633 | ) | | | (12,461 | ) | | | — | | | | (39,795 | ) |
| | | | | | | | | | | | | | | | | | | | |
Effect of foreign currency exchange rate changes on cash and cash equivalents | | | (2 | ) | | | 231 | | | | (460 | ) | | | — | | | | (231 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | (87,672 | ) | | | 638 | | | | (20,317 | ) | | | — | | | | (107,351 | ) |
Cash and cash equivalents, at beginning of period | | | 102,915 | | | | 4,908 | | | | 62,201 | | | | — | | | | 170,024 | |
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents, at end of period | | $ | 15,243 | | | $ | 5,546 | | | $ | 41,884 | | | $ | — | | | $ | 62,673 | |
| | | | | | | | | | | | | | | | | | | | |