Supplemental Financial Information | 11. Supplemental Financial Information On May 29, 2007, Claire’s Stores, Inc. (the “Issuer”), issued the Senior Subordinated Notes, (collectively, the “2007 Notes”). On March 4, 2011, the Issuer issued the Senior Secured Second Lien Notes, (collectively, the “2011 Notes”). On February 28, 2012, March 12, 2012 and September 20, 2012, the Issuer issued the 9.0% Senior Secured First Lien Notes (collectively, the “2012 Notes”). On March 15, 2013, the Issuer issued the 6.125% Senior Secured First Lien Notes and on May 14, 2013, the Issuer issued the 7.75% Senior Notes (collectively, the “2013 Notes”). On May 4, 2016 and June 1, 2016, the Issuer issued the New PIK Subordinated Notes (the “2016 Notes”). The 2007 Notes, the 2011 Notes and the 2016 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 U.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 July 30, 2016, Claire’s Stores, Inc. owned 100% of its domestic subsidiaries that guarantee the 2007 Notes, 2011 Notes, 2012 Notes, 2016 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. See Note 12 –Subsequent Event. 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 July 30, 2016 (in thousands) Non- Issuer Guarantors Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 33,298 $ 4,644 $ 37,330 $ — $ 75,272 Inventories — 89,012 64,602 — 153,614 Prepaid expenses 1,182 1,652 15,070 — 17,904 Other current assets — 15,601 9,075 — 24,676 Total current assets 34,480 110,909 126,077 — 271,466 Property and equipment: Furniture, fixtures and equipment 5,926 158,918 79,096 — 243,940 Leasehold improvements 1,315 188,953 117,952 — 308,220 7,241 347,871 197,048 — 552,160 Accumulated depreciation and amortization (4,935 ) (259,589 ) (130,712 ) — (395,236 ) 2,306 88,282 66,336 — 156,924 Leased property under capital lease: Land and building — 18,055 — — 18,055 Accumulated depreciation and amortization — (5,862 ) — — (5,862 ) — 12,193 — — 12,193 Intercompany receivables — 224,498 5,811 (230,309 ) — Investment in subsidiaries 1,834,608 (46,111 ) — (1,788,497 ) — Goodwill — 987,517 314,405 — 1,301,922 Intangible assets, net 257,000 443 211,698 — 469,141 Other assets 3,443 4,939 37,598 — 45,980 2,095,051 1,171,286 569,512 (2,018,806 ) 1,817,043 Total assets $ 2,131,837 $ 1,382,670 $ 761,925 $ (2,018,806 ) $ 2,257,626 LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) Current liabilities: Revolving credit facilities $ 109,407 $ — $ 48,960 $ — $ 158,367 Current portion of long-term debt 268,157 — — — 268,157 Trade accounts payable (413 ) 21,945 45,807 — 67,339 Income taxes payable — 5 4,330 — 4,335 Accrued interest payable 68,211 — 52 — 68,263 Accrued expenses and other current liabilities 8,508 34,308 34,443 — 77,259 Total current liabilities 453,870 56,258 133,592 — 643,720 Intercompany payables 230,309 — — (230,309 ) — Long-term debt 2,094,410 — — — 2,094,410 Obligation under capital lease — 16,557 — — 16,557 Deferred tax liability — 94,700 8,289 — 102,989 Deferred rent expense — 23,842 11,159 — 35,001 Unfavorable lease obligations and other long-term liabilities — 11,694 7 — 11,701 2,324,719 146,793 19,455 (230,309 ) 2,260,658 Stockholder’s equity (deficit): Common stock — 367 2 (369 ) — Additional paid in capital 618,828 1,435,909 797,656 (2,233,565 ) 618,828 Accumulated other comprehensive income (loss), net of tax (44,909 ) (4,831 ) (40,536 ) 45,367 (44,909 ) Accumulated deficit (1,220,671 ) (251,826 ) (148,244 ) 400,070 (1,220,671 ) (646,752 ) 1,179,619 608,878 (1,788,497 ) (646,752 ) Total liabilities and stockholder’s equity (deficit) $ 2,131,837 $ 1,382,670 $ 761,925 $ (2,018,806 ) $ 2,257,626 Condensed Consolidating Balance Sheet January 30, 2016 (in thousands) Non- Issuer Guarantors Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 2,664 $ 3,394 $ 12,813 $ — $ 18,871 Inventories — 94,014 57,940 — 151,954 Prepaid expenses 344 1,485 13,847 — 15,676 Other current assets — 16,023 10,231 — 26,254 Total current assets 3,008 114,916 94,831 — 212,755 Property and equipment: Furniture, fixtures and equipment 5,537 160,128 80,289 — 245,954 Leasehold improvements 1,315 191,085 117,621 — 310,021 6,852 351,213 197,910 — 555,975 Accumulated depreciation and amortization (4,455 ) (252,181 ) (126,698 ) — (383,334 ) 2,397 99,032 71,212 — 172,641 Leased property under capital lease: Land and building — 18,055 — — 18,055 Accumulated depreciation and amortization — (5,416 ) — — (5,416 ) — 12,639 — — 12,639 Intercompany receivables — 169,836 43,000 (212,836 ) — Investment in subsidiaries 1,836,079 (43,436 ) — (1,792,643 ) — Goodwill — 987,517 314,405 — 1,301,922 Intangible assets, net 257,000 671 212,556 — 470,227 Other assets 486 3,507 39,378 — 43,371 2,093,565 1,118,095 609,339 (2,005,479 ) 1,815,520 Total assets $ 2,098,970 $ 1,344,682 $ 775,382 $ (2,005,479 ) $ 2,213,555 LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) Current liabilities: Revolving credit facilities $ 41,059 $ — $ — $ — $ 41,059 Trade accounts payable 642 27,930 44,561 — 73,133 Income taxes payable — 228 5,937 — 6,165 Accrued interest payable 67,948 — 36 — 67,984 Accrued expenses and other current liabilities 5,657 39,834 39,734 — 85,225 Total current liabilities 115,306 67,992 90,268 — 273,566 Intercompany payables 212,836 — — (212,836 ) — Long-term debt 2,351,072 — — — 2,351,072 Obligation under capital lease — 16,712 — — 16,712 Deferred tax liability — 93,626 9,683 — 103,309 Deferred rent expense — 24,815 11,329 — 36,144 Unfavorable lease obligations and other long-term liabilities — 12,977 19 — 12,996 2,563,908 148,130 21,031 (212,836 ) 2,520,233 Stockholder’s equity (deficit): Common stock — 367 2 (369 ) — Additional paid in capital 618,831 1,435,909 797,656 (2,233,565 ) 618,831 Accumulated other comprehensive income (loss), net of tax (49,239 ) (7,390 ) (41,341 ) 48,731 (49,239 ) Accumulated deficit (1,149,836 ) (300,326 ) (92,234 ) 392,560 (1,149,836 ) (580,244 ) 1,128,560 664,083 (1,792,643 ) (580,244 ) Total liabilities and stockholder’s equity (deficit) $ 2,098,970 $ 1,344,682 $ 775,382 $ (2,005,479 ) $ 2,213,555 Condensed Consolidating Statement of Operations and Comprehensive Loss For The Three Months Ended July 30, 2016 (in thousands) Non- Issuer Guarantors Guarantors Eliminations Consolidated Net sales $ — $ 179,775 $ 137,397 $ — $ 317,172 Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) 2,861 94,245 73,577 — 170,683 Gross profit (deficit) (2,861 ) 85,530 63,820 — 146,489 Other expenses: Selling, general and administrative 4,794 58,211 49,367 — 112,372 Depreciation and amortization 243 7,543 6,010 — 13,796 Severance and transaction-related costs 1 — 124 — 125 Other (income) expense (2,102 ) 398 (2,834 ) — (4,538 ) 2,936 66,152 52,667 — 121,755 Operating income (loss) (5,797 ) 19,378 11,153 — 24,734 Interest expense, net 54,717 553 353 — 55,623 Income (loss) before income taxes (60,514 ) 18,825 10,800 — (30,889 ) Income tax expense (benefit) — 563 625 — 1,188 Income (loss) from continuing operations (60,514 ) 18,262 10,175 — (32,077 ) Equity in earnings (loss) of subsidiaries 28,437 70 — (28,507 ) — Net income (loss) (32,077 ) 18,332 10,175 (28,507 ) (32,077 ) Foreign currency translation adjustments (2,340 ) (548 ) (253 ) 801 (2,340 ) Net gain (loss) on intra-entity foreign currency transactions, net of tax (6,385 ) (768 ) (6,514 ) 7,282 (6,385 ) Other comprehensive income (loss) (8,725 ) (1,316 ) (6,767 ) 8,083 (8,725 ) Comprehensive income (loss) $ (40,802 ) $ 17,016 $ 3,408 $ (20,424 ) $ (40,802 ) Condensed Consolidating Statement of Operations and Comprehensive Loss For The Three Months Ended August 1, 2015 (in thousands) Non- Issuer Guarantors Guarantors Eliminations Consolidated Net sales $ — $ 194,689 $ 152,898 $ — $ 347,587 Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) 29 100,824 78,223 — 179,076 Gross profit (deficit) (29 ) 93,865 74,675 — 168,511 Other expenses: Selling, general and administrative 3,583 60,669 52,117 — 116,369 Depreciation and amortization 211 9,210 6,213 — 15,634 Severance and transaction-related costs 226 3 191 — 420 Other (income) expense (1,657 ) 152 (1,101 ) — (2,606 ) 2,363 70,034 57,420 — 129,817 Operating income (loss) (2,392 ) 23,831 17,255 — 38,694 Interest expense, net 54,261 549 234 — 55,044 Income (loss) before income taxes (56,653 ) 23,282 17,021 — (16,350 ) Income tax expense (benefit) — 696 1,823 — 2,519 Income (loss) from continuing operations (56,653 ) 22,586 15,198 — (18,869 ) Equity in earnings (loss) of subsidiaries 37,784 366 — (38,150 ) — Net income (loss) (18,869 ) 22,952 15,198 (38,150 ) (18,869 ) Foreign currency translation adjustments (516 ) (689 ) 3,321 (2,632 ) (516 ) Net gain (loss) on intra-entity foreign currency transactions, net of tax (3,547 ) (1,850 ) (3,482 ) 5,332 (3,547 ) Other comprehensive income (loss) (4,063 ) (2,539 ) (161 ) 2,700 (4,063 ) Comprehensive income (loss) $ (22,932 ) $ 20,413 $ 15,037 $ (35,450 ) $ (22,932 ) Condensed Consolidating Statement of Operations and Comprehensive Loss For The Six Months Ended July 30, 2016 (in thousands) Non- Issuer Guarantors Guarantors Eliminations Consolidated Net sales $ — $ 365,799 $ 251,020 $ — $ 616,819 Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) 5,586 185,497 137,953 — 329,036 Gross profit (deficit) (5,586 ) 180,302 113,067 — 287,783 Other expenses: Selling, general and administrative 9,565 113,624 96,905 — 220,094 Depreciation and amortization 480 15,857 11,519 — 27,856 Severance and transaction-related costs 1,349 (3 ) 352 — 1,698 Other (income) expense (3,513 ) 414 1,506 — (1,593 ) 7,881 129,892 110,282 — 248,055 Operating income (loss) (13,467 ) 50,410 2,785 — 39,728 Interest expense, net 108,986 1,093 623 — 110,702 Income (loss) before income taxes (122,453 ) 49,317 2,162 — (70,974 ) Income tax expense (benefit) — (776 ) 637 — (139 ) Income (loss) from continuing operations (122,453 ) 50,093 1,525 — (70,835 ) Equity in earnings (loss) of subsidiaries 51,618 (1,594 ) — (50,024 ) — Net income (loss) (70,835 ) 48,499 1,525 (50,024 ) (70,835 ) Foreign currency translation adjustments 520 938 (2,959 ) 2,021 520 Net gain on intra-entity foreign currency transactions, net of tax 3,810 1,621 3,764 (5,385 ) 3,810 Other comprehensive income (loss) 4,330 2,559 805 (3,364 ) 4,330 Comprehensive income (loss) $ (66,505 ) $ 51,058 $ 2,330 $ (53,388 ) $ (66,505 ) Condensed Consolidating Statement of Operations and Comprehensive Loss For The Six Months Ended August 1, 2015 (in thousands) Non- Issuer Guarantors Guarantors Eliminations Consolidated Net sales $ — $ 387,197 $ 280,385 $ — $ 667,582 Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) 82 203,001 148,845 — 351,928 Gross profit (deficit) (82 ) 184,196 131,540 — 315,654 Other expenses: Selling, general and administrative 6,220 120,126 103,041 — 229,387 Depreciation and amortization 412 17,523 12,253 — 30,188 Severance and transaction-related costs 361 3 463 — 827 Other (income) expense (1,018 ) (615 ) (833 ) — (2,466 ) 5,975 137,037 114,924 — 257,936 Operating income (loss) (6,057 ) 47,159 16,616 — 57,718 Interest expense, net 107,889 1,092 483 — 109,464 Income (loss) before income taxes (113,946 ) 46,067 16,133 — (51,746 ) Income tax expense (benefit) — (495 ) 3,036 — 2,541 Income (loss) from continuing operations (113,946 ) 46,562 13,097 — (54,287 ) Equity in earnings (loss) of subsidiaries 59,659 (1,289 ) — (58,370 ) — Net income (loss) (54,287 ) 45,273 13,097 (58,370 ) (54,287 ) Foreign currency translation adjustments (601 ) (287 ) 876 (589 ) (601 ) Net gain on intra-entity foreign currency transactions, net of tax (2,998 ) (708 ) (2,949 ) 3,657 (2,998 ) Other comprehensive income (loss) (3,599 ) (995 ) (2,073 ) 3,068 (3,599 ) Comprehensive income (loss) $ (57,886 ) $ 44,278 $ 11,024 $ (55,302 ) $ (57,886 ) Condensed Consolidating Statement of Cash Flows Six Months Ended July 30, 2016 (in thousands) Non- Issuer Guarantors Guarantors Eliminations Consolidated Cash flows from operating activities: Net income (loss) $ (70,835 ) $ 48,499 $ 1,525 $ (50,024 ) $ (70,835 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Loss (equity) in earnings of subsidiaries (51,618 ) 1,594 — 50,024 — Depreciation and amortization 480 15,857 11,519 — 27,856 Amortization of lease rights and other assets — — 1,371 — 1,371 Amortization of debt issuance costs 4,052 — 170 — 4,222 Accretion of debt premium (1,339 ) — — — (1,339 ) Non-cash in kind interest expense 9,156 — — — 9,156 Net accretion of unfavorable lease obligations — (125 ) (1 ) — (126 ) Loss on sale/retirement of property and equipment, net — 165 5 — 170 Stock-based compensation expense (benefit) (13 ) — 10 — (3 ) (Increase) decrease in: Inventories — 5,002 (6,145 ) — (1,143 ) Prepaid expenses (839 ) (166 ) (2,046 ) — (3,051 ) Other assets 17 105 (403 ) — (281 ) Increase (decrease) in: Trade accounts payable (1,054 ) (5,703 ) 769 — (5,988 ) Income taxes payable — (264 ) 223 — (41 ) Accrued interest payable 262 — 22 — 284 Accrued expenses and other liabilities (124 ) (6,524 ) (5,349 ) — (11,997 ) Deferred income taxes — — (545 ) — (545 ) Deferred rent expense — (973 ) (240 ) — (1,213 ) Net cash provided by (used in) operating activities (111,855 ) 57,467 885 — (53,503 ) Cash flows from investing activities: Acquisition of property and equipment (389 ) (5,058 ) (3,076 ) — (8,523 ) Acquisition of intangible assets/lease rights — (23 ) (80 ) — (103 ) Net cash used in investing activities (389 ) (5,081 ) (3,156 ) — (8,626 ) Cash flows from financing activities: Proceeds from revolving credit facilities 68,000 — 52,618 — 120,618 Payments on revolving credit facilities — — — — — Payment of debt issuance costs (25 ) — (54 ) — (79 ) Principal payments on capital lease — (116 ) — — (116 ) Intercompany activity, net 74,903 (54,661 ) (20,242 ) — — Net cash provided by (used in) financing activities 142,878 (54,777 ) 32,322 — 120,423 Effect of foreign currency exchange rate changes on cash and cash equivalents — 3,641 (5,534 ) — (1,893 ) Net increase in cash and cash equivalents 30,634 1,250 24,517 — 56,401 Cash and cash equivalents, at beginning of period 2,664 3,394 12,813 — 18,871 Cash and cash equivalents, at end of period $ 33,298 $ 4,644 $ 37,330 $ — $ 75,272 Condensed Consolidating Statement of Cash Flows Six Months Ended August 1, 2015 (in thousands) Non- Issuer Guarantors Guarantors Eliminations Consolidated Cash flows from operating activities: Net income (loss) $ (54,287 ) $ 45,273 $ 13,097 $ (58,370 ) $ (54,287 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Equity in earnings of subsidiaries (59,659 ) 1,289 — 58,370 — Depreciation and amortization 412 17,523 12,253 — 30,188 Amortization of lease rights and other assets — — 1,551 — 1,551 Amortization of debt issuance costs 3,952 — 132 — 4,084 Accretion of debt premium (1,229 ) — — — (1,229 ) Net accretion of unfavorable lease obligations — (182 ) (7 ) — (189 ) Loss on sale/retirement of property and equipment, net — 248 — — 248 Gain on sale of intangible assets/lease rights — — (1,596 ) — (1,596 ) Stock-based compensation benefit (514 ) — (47 ) — (561 ) (Increase) decrease in: Inventories — (15,641 ) (10,026 ) — (25,667 ) Prepaid expenses (535 ) 103 (1,104 ) — (1,536 ) Other assets (32 ) (2,320 ) (2,136 ) — (4,488 ) Increase (decrease) in: Trade accounts payable (1,673 ) 3,051 10,135 — 11,513 Income taxes payable — (344 ) 2,153 — 1,809 Accrued interest payable 289 — (213 ) — 76 Accrued expenses and other liabilities (1,145 ) (1,869 ) (2,500 ) — (5,514 ) Deferred income taxes — — (134 ) — (134 ) Deferred rent expense — 97 2,835 — 2,932 Net cash provided by (used in) operating activities (114,421 ) 47,228 24,393 — (42,800 ) Cash flows from investing activities: Acquisition of property and equipment (427 ) (8,738 ) (5,214 ) — (14,379 ) Acquisition of intangible assets/lease rights — (25 ) (102 ) — (127 ) Proceeds from sale of intangible assets/lease rights — — 1,736 — 1,736 Net cash used in investing activities (427 ) (8,763 ) (3,580 ) — (12,770 ) Cash flows from financing activities: Proceeds from revolving credit facilities 156,300 — 93,898 — 250,198 Payments on revolving credit facilities (45,000 ) — (93,898 ) — (138,898 ) Payment of debt issuance costs — — (82 ) — (82 ) Principal payments on capital lease — (81 ) — — (81 ) Intercompany activity, net 35,848 (35,414 ) (434 ) — — Net cash provided by (used in) financing activities 147,148 (35,495 ) (516 ) — 111,137 Effect of foreign currency exchange rate changes on cash and cash equivalents — (1,529 ) 1,203 — (326 ) Net increase in cash and cash equivalents 32,300 1,441 21,500 — 55,241 Cash and cash equivalents, at beginning of period 3,480 4,009 19,897 — 27,386 Cash and cash equivalents, at end of period 35,780 5,450 41,397 — 82,627 Restricted cash, at end of period — — 336 — 336 Cash and cash equivalents and restricted cash, at end of period $ 35,780 $ 5,450 $ 41,733 $ — $ 82,963 |