Supplemental Financial Information | 15. SUPPLEMENTAL FINANCIAL INFORMATION On March 4, 2011, Claire’s Stores, Inc. (referred to in this Note 15 as the “Issuer”), issued the Second Lien Notes. On February 28, 2012, March 12, 2012 and September 20, 2012, the Issuer issued the 9.0% Senior Secured First Lien 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 Unsecured Notes. The Second Lien 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 ABL Credit Facility and U.S. Credit Facility. The First Lien Notes are unconditionally guaranteed, jointly and severally, by all wholly-owned domestic current and future subsidiaries of Claire’s Stores, Inc. (subject to certain exceptions including CLSIP and CLSIP Holdings). As of January 28, 2017, Claire’s Stores, Inc. owned 100% of its domestic subsidiaries that guarantee the 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 January 28, 2017 (in thousands) Issuer Guarantors Non- Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 3,038 $ 3,005 $ 49,749 $ — $ 55,792 Inventories — 74,307 55,932 — 130,239 Prepaid expenses 463 1,397 12,782 — 14,642 Other current assets — 14,281 10,989 — 25,270 Total current assets 3,501 92,990 129,452 — 225,943 Property and equipment: Furniture, fixtures and equipment 5,817 137,382 75,605 — 218,804 Leasehold improvements 1,315 183,910 112,411 — 297,636 7,132 321,292 188,016 — 516,440 Accumulated depreciation and amortization (5,121 ) (244,158 ) (132,696 ) — (381,975 ) 2,011 77,134 55,320 — 134,465 Leased property under capital lease: Land and building — 18,055 — — 18,055 Accumulated depreciation and amortization — (6,313 ) — — (6,313 ) — 11,742 — — 11,742 Intercompany receivables — 288,796 61,125 (349,921 ) — Investment in subsidiaries 1,541,321 (43,213 ) — (1,498,108 ) — Goodwill — 987,517 145,058 — 1,132,575 Intangible assets, net 188,100 149,804 201,686 (84,634 ) 454,956 Other assets 1,066 4,342 35,117 — 40,525 1,730,487 1,387,246 442,986 (1,932,663 ) 1,628,056 Total assets $ 1,735,999 $ 1,569,112 $ 627,758 $ (1,932,663 ) $ 2,000,206 LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) Current liabilities: Current portion of long-term debt, net $ 18,405 $ — $ — $ — $ 18,405 Trade accounts payable 1,719 21,048 46,964 — 69,731 Income taxes payable — 1,160 4,923 — 6,083 Accrued interest payable 52,667 — 599 — 53,266 Accrued expenses and other current liabilities 14,474 33,517 39,155 — 87,146 Total current liabilities 87,265 55,725 91,641 — 234,631 Intercompany payables 349,923 — — (349,923 ) — Long-term debt, net 1,812,208 149,302 157,143 — 2,118,653 Revolving credit facility, net 3,925 — — — 3,925 Obligation under capital lease — 16,388 — — 16,388 Deferred tax liability — 93,554 5,701 — 99,255 Deferred rent expense — 23,424 10,876 — 34,300 Unfavorable lease obligations and other long-term liabilities — 10,373 3 — 10,376 2,166,056 293,041 173,723 (349,923 ) 2,282,897 Stockholder’s equity (deficit): Common stock — 367 2 (369 ) — Additional paid in capital 630,496 1,520,544 766,993 (2,287,537 ) 630,496 Accumulated other comprehensive income (loss), net of tax (51,881 ) (5,187 ) (47,062 ) 52,249 (51,881 ) Accumulated deficit (1,095,937 ) (295,378 ) (357,539 ) 652,917 (1,095,937 ) (517,322 ) 1,220,346 362,394 (1,582,740 ) (517,322 ) Total liabilities and stockholder’s equity (deficit) $ 1,735,999 $ 1,569,112 $ 627,758 $ (1,932,663 ) $ 2,000,206 Condensed Consolidating Balance Sheet January 30, 2016 (in thousands) Issuer Guarantors Non- 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 facility, net $ 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, net 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 Income (Loss) Fiscal 2016 (in thousands) Issuer Guarantors Non- Eliminations Consolidated Net sales $ — $ 770,322 $ 540,994 $ — $ 1,311,316 Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) 12,035 385,327 285,466 — 682,828 Gross profit (deficit) (12,035 ) 384,995 255,528 — 628,488 Other expenses: Selling, general and administrative 21,962 236,678 199,544 — 458,184 Depreciation and amortization 966 31,559 22,983 — 55,508 Impairment of assets 4,000 — 177,618 — 181,618 Severance and transaction-related costs 1,476 92 963 — 2,531 Other (income) expense (11,102 ) 1,995 3,472 — (5,635 ) 17,302 270,324 404,580 — 692,206 Operating income (loss) (29,337 ) 114,671 (149,052 ) — (63,718 ) Gain (loss) on early debt extinguishment 316,654 — (1,001 ) — 315,653 Interest expense, net 195,156 2,188 2,843 — 200,187 Income (loss) before income taxes 92,161 112,483 (152,896 ) — 51,748 Income tax expense (benefit) — (1,262 ) (889 ) — (2,151 ) Income (loss) from continuing operations 92,161 113,745 (152,007 ) — 53,899 Equity in earnings (loss) of subsidiaries (38,262 ) 1,107 — 37,155 — Net income (loss) 53,899 114,852 (152,007 ) 37,155 53,899 Foreign currency translation adjustments 67 983 (3,159 ) 2,176 67 Net (loss) gain on intra-entity foreign currency transactions, net of tax (2,709 ) 1,220 (2,562 ) 1,342 (2,709 ) Other comprehensive income (loss) (2,642 ) 2,203 (5,721 ) 3,518 (2,642 ) Comprehensive income (loss) $ 51,257 $ 117,055 $ (157,728 ) $ 40,673 $ 51,257 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Fiscal 2015 (in thousands) Issuer Guarantors Non- Eliminations Consolidated Net sales $ — $ 811,666 $ 591,194 $ — $ 1,402,860 Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) 990 418,361 314,716 — 734,067 Gross profit (deficit) (990 ) 393,305 276,478 — 668,793 Other expenses: Selling, general and administrative 14,436 249,007 210,312 — 473,755 Depreciation and amortization 889 34,468 25,247 — 60,604 Impairment of assets 17,000 124,977 13,125 — 155,102 Severance and transaction-related costs 1,106 91 751 — 1,948 Other (income) expense (4,881 ) 3,492 (6,666 ) — (8,055 ) 28,550 412,035 242,769 — 683,354 Operating income (loss) (29,540 ) (18,730 ) 33,709 — (14,561 ) Loss on early debt extinguishment — — — — — Interest expense, net 216,650 2,194 972 — 219,816 Income (loss) before income taxes (246,190 ) (20,924 ) 32,737 — (234,377 ) Income tax expense (benefit) — (4,555 ) 6,613 — 2,058 Income (loss) from continuing operations (246,190 ) (16,369 ) 26,124 — (236,435 ) Equity in earnings (loss) of subsidiaries 9,755 1,104 — (10,859 ) — Net income (loss) (236,435 ) (15,265 ) 26,124 (10,859 ) (236,435 ) Foreign currency translation adjustments (3,423 ) (1,133 ) 1,346 (213 ) (3,423 ) Net (loss) gain on intra-entity foreign currency transactions, net of tax (8,118 ) (2,131 ) (8,122 ) 10,253 (8,118 ) Other comprehensive income (loss) (11,541 ) (3,264 ) (6,776 ) 10,040 (11,541 ) Comprehensive income (loss) $ (247,976 ) $ (18,529 ) $ 19,348 $ (819 ) $ (247,976 ) Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Fiscal 2014 (in thousands) Issuer Guarantors Non- Eliminations Consolidated Net sales $ — $ 821,971 $ 672,280 $ — $ 1,494,251 Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) 752 423,502 343,205 — 767,459 Gross profit (deficit) (752 ) 398,469 329,075 — 726,792 Other expenses: Selling, general and administrative 15,594 254,711 235,183 — 505,488 Depreciation and amortization 2,377 39,342 31,864 — 73,583 Impairment of assets 12,000 123,157 — — 135,157 Severance and transaction-related costs 3,254 1 4,981 — 8,236 Other (income) expense (9,171 ) 1,121 918 — (7,132 ) 24,054 418,332 272,946 — 715,332 Operating income (loss) (24,806 ) (19,863 ) 56,129 — 11,460 Loss on early debt extinguishment — — — — — Interest expense, net 214,604 2,204 371 — 217,179 Income (loss) before income taxes (239,410 ) (22,067 ) 55,758 — (205,719 ) Income tax expense (benefit) — (3,654 ) 9,913 — 6,259 Income (loss) from continuing operations (239,410 ) (18,413 ) 45,845 — (211,978 ) Equity in earnings (loss) of subsidiaries 27,432 1,410 — (28,842 ) — Net income (loss) (211,978 ) (17,003 ) 45,845 (28,842 ) (211,978 ) Foreign currency translation adjustments (7,400 ) (1,025 ) (461 ) 1,486 (7,400 ) Net (loss) gain on intra-entity foreign currency transactions, net of tax (29,189 ) (3,306 ) (29,325 ) 32,631 (29,189 ) Other comprehensive income (loss) (36,589 ) (4,331 ) (29,786 ) 34,117 (36,589 ) Comprehensive income (loss) $ (248,567 ) $ (21,334 ) $ 16,059 $ 5,275 $ (248,567 ) Condensed Consolidating Statement of Cash Flows Fiscal 2016 (in thousands) Issuer Guarantors Non- Eliminations Consolidated Cash flows from operating activities: Net income $ 53,899 $ 114,852 $ (152,007 ) $ 37,155 $ 53,899 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Equity in earnings of subsidiaries 38,262 (1,107 ) — (37,155 ) — Depreciation and amortization 966 31,559 22,983 — 55,508 Impairment of assets 4,000 — 177,618 — 181,618 Amortization of lease rights and other assets — — 2,970 — 2,970 Amortization of debt issuance costs 7,526 — 540 — 8,066 Accretion of debt premium (2,735 ) — — — (2,735 ) Non-cash in kind interest expense 9,156 — — — 9,156 Net accretion of favorable (unfavorable) lease obligations — (251 ) (3 ) — (254 ) Loss on sale/retirement of property and equipment, net — 618 47 — 665 (Gain) loss on early debt extinguishment (316,654 ) — 1,001 — (315,653 ) Gain on sale of intangible assets/lease rights — — (303 ) — (303 ) Stock compensation benefit 79 — 36 — 115 (Increase) decrease in: Inventories — 19,707 (250 ) — 19,457 Prepaid expenses (119 ) 88 (1,019 ) — (1,050 ) Other assets (1,286 ) 1,479 138 — 331 Increase (decrease) in: Trade accounts payable 1,078 (7,016 ) 2,726 — (3,212 ) Income taxes payable — 1,219 (1,756 ) — (537 ) Accrued interest payable 4,784 — 572 — 5,356 Accrued expenses and other liabilities 7,949 (8,417 ) 853 — 385 Deferred income taxes — (1,145 ) (3,171 ) — (4,316 ) Deferred rent expense — (1,391 ) (155 ) — (1,546 ) Net cash (used in) provided by operating activities (193,095 ) 150,195 50,820 — 7,920 Cash flows from investing activities: Acquisition of property and equipment, net (580 ) (8,935 ) (6,753 ) — (16,268 ) Acquisition of intangible assets/lease rights — (32 ) (77 ) — (109 ) Proceeds from sale of intangible assets/lease rights — — 303 — 303 Net cash used in investing activities (580 ) (8,967 ) (6,527 ) — (16,074 ) Cash flows from financing activities: Proceeds from revolving credit facilities 68,000 — 94,278 — 162,278 Payments on revolving credit facilities (64,000 ) — (94,278 ) — (158,278 ) Proceeds from term note — — 50,000 — 50,000 Repurchases of notes, including tender premiums and fees (6,987 ) — — — (6,987 ) Payment of debt issuance costs (12,188 ) — (2,789 ) — (14,977 ) Principal payments of capital lease — (242 ) — — (242 ) Capital contribution received from parent 11,550 — — — 11,550 Intercompany activity, net 197,674 (144,461 ) (53,213 ) — — Net cash provided by (used in) financing activities 194,049 (144,703 ) (6,002 ) — 43,344 Effect of foreign currency exchange rate changes on cash and cash equivalents — 3,086 (1,355 ) — 1,731 Net (decrease) increase in cash and cash equivalents 374 (389 ) 36,936 — 36,921 Cash and cash equivalents at beginning of period 2,664 3,394 12,813 — 18,871 Cash and cash equivalents at end of period $ 3,038 $ 3,005 $ 49,749 $ — $ 55,792 Condensed Consolidating Statement of Cash Flows Fiscal 2015 (in thousands) Issuer Guarantors Non- Eliminations Consolidated Cash flows from operating activities: Net income $ (236,435 ) $ (15,265 ) $ 26,124 $ (10,859 ) $ (236,435 ) Adjustments to reconcile net income to net cash provided by (used in) operating activities: Equity in earnings of subsidiaries (9,755 ) (1,104 ) — 10,859 — Depreciation and amortization 889 34,468 25,247 — 60,604 Impairment of assets 17,000 124,977 13,125 — 155,102 Amortization of lease rights and other assets — — 3,651 — 3,651 Amortization of debt issuance costs 7,967 — 314 — 8,281 Accretion of debt premium (2,512 ) — — — (2,512 ) Net accretion of favorable (unfavorable) lease obligations — (316 ) (10 ) — (326 ) Loss on sale/retirement of property and equipment, net 2 931 13 — 946 Loss on early debt extinguishment — — — — — Gain on sale of intangible assets/lease rights — — (2,475 ) — (2,475 ) Stock compensation benefit (477 ) — (17 ) — (494 ) (Increase) decrease in: Inventories — (11,065 ) 1,491 — (9,574 ) Prepaid expenses 204 335 69 — 608 Other assets (34 ) 1,300 (1,566 ) — (300 ) Increase (decrease) in: Trade accounts payable (743 ) 854 5,298 — 5,409 Income taxes payable — (173 ) 996 — 823 Accrued interest payable 183 — (198 ) — (15 ) Accrued expenses and other liabilities (991 ) 1,715 (3,888 ) — (3,164 ) Deferred income taxes — (5,495 ) 604 — (4,891 ) Deferred rent expense — (72 ) 3,624 — 3,552 Net cash (used in) provided by operating activities (224,702 ) 131,090 72,402 — (21,210 ) Cash flows from investing activities: Acquisition of property and equipment, net (957 ) (16,291 ) (10,340 ) — (27,588 ) Acquisition of intangible assets/lease rights — (43 ) (884 ) — (927 ) Proceeds from sale of intangible assets/lease rights — — 2,614 — 2,614 Net cash used in investing activities (957 ) (16,334 ) (8,610 ) — (25,901 ) Cash flows from financing activities: Proceeds from revolving credit facilities 156,300 — 158,390 — 314,690 Payments on revolving credit facilities (114,100 ) — (158,390 ) — (272,490 ) Proceeds from notes — — — — — Repurchases of notes, including tender premiums and fees — — — — — Payment of debt issuance costs (306 ) — (135 ) — (441 ) Principal payments of capital lease — (170 ) — — (170 ) Intercompany activity, net 182,949 (110,429 ) (72,520 ) — — Net cash provided by (used in) financing activities 224,843 (110,599 ) (72,655 ) — 41,589 Effect of foreign currency exchange rate changes on cash and cash equivalents — (4,772 ) 1,779 — (2,993 ) Net (decrease) increase in cash and cash equivalents (816 ) (615 ) (7,084 ) — (8,515 ) Cash and cash equivalents at beginning of period 3,480 4,009 19,897 — 27,386 Cash and cash equivalents at end of period $ 2,664 $ 3,394 $ 12,813 $ — $ 18,871 Condensed Consolidating Statement of Cash Flows Fiscal 2014 (in thousands) Issuer Guarantors Non- Eliminations Consolidated Cash flows from operating activities: Net income $ (211,978 ) $ (17,003 ) $ 45,845 $ (28,842 ) $ (211,978 ) Adjustments to reconcile net income to net cash provided by (used in) operating activities: Equity in earnings of subsidiaries (27,432 ) (1,410 ) — 28,842 — Depreciation and amortization 2,377 39,342 31,864 — 73,583 Impairment of assets 12,000 123,157 — — 135,157 Amortization of lease rights and other assets — — 3,888 — 3,888 Amortization of debt issuance costs 7,950 — 75 — 8,025 Accretion of debt premium (2,308 ) — — — (2,308 ) Net accretion of favorable (unfavorable) lease obligations — (478 ) (32 ) — (510 ) Loss on sale/retirement of property and equipment, net 52 214 6 — 272 Loss on early debt extinguishment — — — — — Gain on sale of intangible assets/lease rights — — 277 — 277 Stock compensation benefit (571 ) 175 222 — (174 ) (Increase) decrease in: Inventories — 17,343 5,781 — 23,124 Prepaid expenses (105 ) 203 (1,318 ) — (1,220 ) Other assets 264 (2,655 ) (171 ) — (2,562 ) Increase (decrease) in: Trade accounts payable (9,245 ) (94 ) 6,107 — (3,232 ) Income taxes payable — 74 (2,545 ) — (2,471 ) Accrued interest payable (572 ) — 29 — (543 ) Accrued expenses and other liabilities (757 ) 983 2,264 — 2,490 Deferred income taxes — (3,809 ) (1,378 ) — (5,187 ) Deferred rent expense — 4,278 161 — 4,439 Net cash (used in) provided by operating activities (230,325 ) 160,320 91,075 — 21,070 Cash flows from investing activities: Acquisition of property and equipment, net (956 ) (29,597 ) (17,862 ) — (48,415 ) Acquisition of intangible assets/lease rights — (94 ) (475 ) — (569 ) Proceeds from sale of intangible assets/lease rights — — — — — Net cash used in investing activities (956 ) (29,691 ) (18,337 ) — (48,984 ) Cash flows from financing activities: Proceeds from revolving credit facilities 271,000 — 40,180 — 311,180 Payments on revolving credit facilities (271,000 ) — (40,180 ) — (311,180 ) Proceeds from notes — — — — — Repurchases of notes, including tender premiums and fees — — — — — Payment of debt issuance costs (165 ) — (519 ) — (684 ) Principal payments of capital lease — (108 ) — — (108 ) Intercompany activity, net 225,015 (123,728 ) (101,287 ) — — Net cash provided by (used in) financing activities 224,850 (123,836 ) (101,806 ) — (792 ) Effect of foreign currency exchange rate changes on cash and cash equivalents — (6,839 ) 4,588 — (2,251 ) Net (decrease) increase in cash and cash equivalents (6,431 ) (46 ) (24,480 ) — (30,957 ) Cash and cash equivalents at beginning of period 9,911 4,055 44,377 — 58,343 Cash and cash equivalents at end of period 3,480 4,009 19,897 — 27,386 Restricted cash, at end of period — — 2,029 — 2,029 Cash and cash equivalents and restricted cash at end of period $ 3,480 $ 4,009 $ 21,926 $ — $ 29,415 |