EXHIBIT 99.1
CLAIRE’S STORES, INC. AND SUBSIDIARIES
(EXCLUDING UNRESTRICTED SUBSIDIARIES)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
| | | | |
| | January 28, 2017 | |
| |
ASSETS | | | | |
Current assets: | | | | |
Cash and cash equivalents | | $ | 55,792 | |
Inventories | | | 130,239 | |
Prepaid expenses | | | 14,642 | |
Other current assets | | | 25,270 | |
| | | | |
Total current assets | | | 225,943 | |
| | | | |
Property and equipment: | | | | |
Furniture, fixtures and equipment | | | 218,804 | |
Leasehold improvements | | | 297,636 | |
| | | | |
| | | 516,440 | |
Accumulated depreciation and amortization | | | (381,975 | ) |
| | | | |
| | | 134,465 | |
| | | | |
Leased property under capital lease: | | | | |
Land and building | | | 18,055 | |
Accumulated depreciation and amortization | | | (6,313 | ) |
| | | | |
| | | 11,742 | |
| | | | |
Goodwill | | | 1,132,575 | |
Intangible assets, net of accumulated amortization | | | 305,422 | |
Other assets | | | 40,525 | |
| | | | |
| | | 1,478,522 | |
| | | | |
| |
Total assets | | $ | 1,850,672 | |
| | | | |
| |
LIABILITIES AND STOCKHOLDER’S DEFICIT | | | | |
Current liabilities: | | | | |
Current portion of long-term debt, net | | $ | 18,405 | |
Trade accounts payable | | | 69,731 | |
Income taxes payable | | | 6,083 | |
Accrued interest payable | | | 53,266 | |
Accrued expenses and other current liabilities | | | 87,146 | |
| | | | |
Total current liabilities | | | 234,631 | |
| | | | |
Intercompany payables | | | 84,402 | |
Long-term debt, net | | | 1,969,351 | |
Revolving credit facility, net | | | 3,925 | |
Obligation under capital lease | | | 16,388 | |
Deferred tax liability | | | 99,255 | |
Deferred rent expense | | | 34,300 | |
Unfavorable lease obligations and other long-term liabilities | | | 10,376 | |
| | | | |
| | | 2,217,997 | |
| | | | |
| |
Commitments and contingencies | | | | |
| |
Stockholder’s deficit: | | | | |
Common stock | | | — | |
Additional paid-in capital | | | 545,862 | |
Accumulated other comprehensive loss, net of tax | | | (51,881 | ) |
Accumulated deficit | | | (1,095,937 | ) |
| | | | |
| | | (601,956 | ) |
| | | | |
| |
Total liabilities and stockholder’s deficit | | $ | 1,850,672 | |
| | | | |
CLAIRE’S STORES, INC. AND SUBSIDIARIES
(EXCLUDING UNRESTRICTED SUBSIDIARIES)
UNAUDITED CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS
(in thousands)
| | | | |
| | Fiscal Year | |
| | Ended | |
| | January 28, 2017 | |
Net sales | | $ | 1,311,316 | |
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) | | | 682,828 | |
| | | | |
Gross profit | | | 628,488 | |
| | | | |
Other expenses: | | | | |
Selling, general and administrative | | | 458,184 | |
Depreciation and amortization | | | 55,508 | |
Impairment of assets | | | 181,618 | |
Severance and transaction-related costs | | | 2,531 | |
Other income, net | | | (5,635 | ) |
| | | | |
| | | 692,206 | |
| | | | |
Operating loss | | | (63,718 | ) |
Gain on early debt extinguishment | | | 315,653 | |
Interest expense, net | | | 200,187 | |
| | | | |
Income before income tax benefit | | | 51,748 | |
Income tax benefit | | | (2,151 | ) |
| | | | |
Net income | | $ | 53,899 | |
| | | | |
CLAIRE’S STORES, INC. AND SUBSIDIARIES
(EXCLUDING UNRESTRICTED SUBSIDIARIES)
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
| | | | |
| | Fiscal Year | |
| | Ended | |
| | January 28, 2017 | |
Cash flows from operating activities: | | | | |
Net income | | $ | 53,899 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | |
Depreciation and amortization | | | 55,508 | |
Impairment of assets | | | 181,618 | |
Amortization of lease rights and other assets | | | 2,970 | |
Amortization of debt issuance costs | | | 8,066 | |
Accretion of debt premium | | | (2,735 | ) |
Non-cash in kind interest expense | | | 9,156 | |
Net unfavorable accretion of lease obligations | | | (254 | ) |
Loss on sale/retirement of property and equipment, net | | | 665 | |
Gain on early debt extinguishment | | | (315,653 | ) |
Gain on sale of intangible assets/lease rights | | | (303 | ) |
Stock-based compensation benefit | | | 115 | |
(Increase) decrease in: | | | | |
Inventories | | | 19,457 | |
Prepaid expenses | | | (1,050 | ) |
Other assets | | | 331 | |
Increase (decrease) in: | | | | |
Trade accounts payable | | | (3,212 | ) |
Income taxes payable | | | (537 | ) |
Accrued interest payable | | | 5,356 | |
Accrued expenses and other liabilities | | | 385 | |
Deferred income taxes | | | (4,316 | ) |
Deferred rent expense | | | (1,546 | ) |
| | | | |
Net cash provided by operating activities | | | 7,920 | |
| | | | |
Cash flows from investing activities: | | | | |
Acquisition of property and equipment | | | (16,268 | ) |
Acquisition of intangible assets/lease rights | | | (109 | ) |
Proceeds from sale of intangible assets/lease rights | | | 303 | |
| | | | |
Net cash used in investing activities | | | (16,074 | ) |
| | | | |
Cash flows from financing activities: | | | | |
Proceeds from revolving credit facilities | | | 162,278 | |
Payments on revolving credit facilities | | | (158,278 | ) |
Proceeds from term note | | | 50,000 | |
Repurchase of note | | | (6,987 | ) |
Payment of debt issuance costs | | | (14,977 | ) |
Principal payments of capital lease | | | (242 | ) |
Capital contribution from Parent | | | 11,550 | |
| | | | |
Net cash provided by financing activities | | | 43,344 | |
| | | | |
Effect of foreign currency exchange rate changes on cash and cash equivalents | | | 1,731 | |
| | | | |
Net increase in cash and cash equivalents | | | 36,921 | |
Cash and cash equivalents, at beginning of period | | | 18,871 | |
| | | | |
Cash and cash equivalents, at end of period | | $ | 55,792 | |
| | | | |
Claire’s (Gibraltar) Holdings Limited
Unaudited Condensed Consolidated Balance Sheet
(in thousands)
| | | | |
| | January 28, 2017 | |
ASSETS | | | | |
Current assets: | | | | |
Cash and cash equivalents | | $ | 49,074 | |
Inventories | | | 50,700 | |
Prepaid expenses | | | 12,615 | |
Other current assets | | | 10,523 | |
| | | | |
Total current assets | | | 122,912 | |
| | | | |
Property and equipment: | | | | |
Furniture, fixtures and equipment | | | 66,263 | |
Leasehold improvements | | | 98,010 | |
| | | | |
| | | 164,273 | |
Accumulated depreciation and amortization | | | (116,993 | ) |
| | | | |
| | | 47,280 | |
| | | | |
Intercompany receivables | | | 114,478 | |
Goodwill | | | 145,058 | |
Intangible assets, net | | | 201,678 | |
Other assets | | | 34,153 | |
| | | | |
| | | 495,367 | |
| | | | |
Total assets | | $ | 665,559 | |
| | | | |
| |
LIABILITIES AND STOCKHOLDER’S EQUITY | | | | |
Current liabilities: | | | | |
Trade accounts payable | | $ | 46,739 | |
Income taxes payable | | | 4,923 | |
Accrued interest payable | | | 599 | |
Accrued expenses and other current liabilities | | | 35,713 | |
| | | | |
Total current liabilities | | | 87,974 | |
| | | | |
Long-term debt, net | | | 157,143 | |
Deferred tax liability | | | 5,701 | |
Deferred rent expense | | | 9,133 | |
| | | | |
| | | 171,977 | |
| | | | |
Stockholder’s equity: | | | | |
Common stock | | | 2 | |
Additional paid in capital | | | 770,859 | |
Accumulated other comprehensive loss, net of tax | | | (52,384 | ) |
Accumulated deficit | | | (312,869 | ) |
| | | | |
| | | 405,608 | |
| | | | |
Total liabilities and stockholder’s equity | | $ | 665,559 | |
| | | | |
Claire’s (Gibraltar) Holdings Limited
Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss
(in thousands)
| | | | |
| | Fiscal Year | |
| | Ended | |
| | January 28, 2017 | |
Net sales | | $ | 476,337 | |
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) | | | 249,982 | |
| | | | |
Gross profit | | | 226,355 | |
| | | | |
Other expenses: | | | | |
Selling, general and administrative | | | 182,459 | |
Depreciation and amortization | | | 20,721 | |
Impairment of assets | | | 177,618 | |
Severance and transaction-related costs | | | 963 | |
Other income | | | (5,315 | ) |
| | | | |
| | | 376,446 | |
| | | | |
Operating loss | | | (150,091 | ) |
Loss on early debt extinguishment | | | 1,001 | |
Interest expense, net | | | 2,857 | |
| | | | |
Loss before income taxes | | | (153,949 | ) |
Income tax benefit | | | (838 | ) |
| | | | |
Net loss | | | (153,111 | ) |
Foreign currency translation adjustments | | | (941 | ) |
Net loss on intra-entity foreign currency transactions, net of tax | | | (3,929 | ) |
| | | | |
Other comprehensive loss | | | (4,870 | ) |
| | | | |
Comprehensive loss | | $ | (157,981 | ) |
| | | | |
CLSIP Holdings LLC
Unaudited Condensed Statement of Cash Flows
(in thousands)
| | | | |
| | Fiscal Year | |
| | Ended | |
| | January 28, 2017 | |
Net cash provided by operating activities | | $ | — | |
Net cash provided by investing activities | | | — | |
Net cash provided by financing activities | | | — | |
| | | | |
Net increase in cash and cash equivalents | | | — | |
Cash and cash equivalents, at beginning of period | | | — | |
| | | | |
Cash and cash equivalents, at end of period | | $ | — | |
| | | | |
CLSIP LLC
Unaudited Condensed Statement of Cash Flows
(in thousands)
| | | | |
| | Fiscal Year | |
| | Ended | |
| | January 28, 2017 | |
Net cash provided by operating activities | | $ | — | |
Net cash provided by investing activities | | | — | |
Net cash provided by financing activities | | | — | |
| | | | |
Net increase in cash and cash equivalents | | | — | |
Cash and cash equivalents, at beginning of period | | | — | |
| | | | |
Cash and cash equivalents, at end of period | | $ | — | |
| | | | |