Supplemental Financial Information | 11. Supplemental Financial Information On March 4, 2011, Claire’s Stores, Inc. (referred to in this Note 11 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 LLC and CLSIP Holdings LLC). As of April 29, 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”), The tables in the following pages present the condensed consolidating financial information for the Issuer, the Guarantors and the Non-Guarantors, Non-Guarantors Condensed Consolidating Balance Sheet April 29, 2017 (in thousands) Non- Issuer Guarantors Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 4,173 $ 3,938 $ 17,626 $ — $ 25,737 Inventories — 79,026 61,912 — 140,938 Prepaid expenses 1,314 1,255 14,355 — 16,924 Other current assets 83 15,367 11,359 — 26,809 Total current assets 5,570 99,586 105,252 — 210,408 Property and equipment: Furniture, fixtures and equipment 5,817 137,672 76,880 — 220,369 Leasehold improvements 1,315 183,698 112,668 — 297,681 7,132 321,370 189,548 — 518,050 Accumulated depreciation and amortization (5,313 ) (248,460 ) (135,703 ) — (389,476 ) 1,819 72,910 53,845 — 128,574 Leased property under capital lease: Land and building — 18,055 — — 18,055 Accumulated depreciation and amortization — (6,539 ) — — (6,539 ) — 11,516 — — 11,516 Intercompany receivables — 314,426 83,188 (397,614 ) — Investment in subsidiaries 1,583,925 (42,638 ) — (1,541,287 ) — Goodwill — 987,517 145,058 — 1,132,575 Intangible assets, net 188,100 149,739 201,126 (84,634 ) 454,331 Other assets 1,144 4,240 35,668 — 41,052 1,773,169 1,413,284 465,040 (2,023,535 ) 1,627,958 Total assets $ 1,780,558 $ 1,597,296 $ 624,137 $ (2,023,535 ) $ 1,978,456 LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) Current liabilities: Trade accounts payable $ 1,073 $ 23,542 $ 45,111 $ — $ 69,726 Income taxes payable — 1,517 3,836 — 5,353 Accrued interest payable 23,322 — 681 — 24,003 Accrued expenses and other current liabilities 11,290 31,504 35,557 — 78,351 Total current liabilities 35,685 56,563 85,185 — 177,433 Intercompany payables 397,614 — — (397,614 ) — Long-term debt, net 1,812,309 146,887 155,971 — 2,115,167 Revolving credit facility, net 57,043 — — — 57,043 Obligation under capital lease — 16,289 — — 16,289 Deferred tax liability — 93,554 (1,654 ) — 91,900 Deferred rent expense — 23,145 10,772 — 33,917 Unfavorable lease obligations and other long-term — 8,800 — — 8,800 2,266,966 288,675 165,089 (397,614 ) 2,323,116 Stockholder’s equity (deficit): Common stock — 367 2 (369 ) — Additional paid in capital 630,558 1,520,543 766,992 (2,287,535 ) 630,558 Accumulated other comprehensive income (loss), (49,956 ) (6,455 ) (43,342 ) 49,797 (49,956 ) Accumulated deficit (1,102,695 ) (262,397 ) (349,789 ) 612,186 (1,102,695 ) (522,093 ) 1,252,058 373,863 (1,625,921 ) (522,093 ) Total liabilities and stockholder’s equity (deficit) $ 1,780,558 $ 1,597,296 $ 624,137 $ (2,023,535 ) $ 1,978,456 Condensed Consolidating Balance Sheet January 28, 2017 (in thousands) Non- Issuer Guarantors Guarantors 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 — 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), (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 Statement of Operations and Comprehensive Loss For The Three Months Ended April 29, 2017 (in thousands) Non- Issuer Guarantors Guarantors Eliminations Consolidated Net sales $ — $ 182,070 $ 117,551 $ — $ 299,621 Cost of sales, occupancy and buying expenses 3,162 86,199 62,427 — 151,788 Gross profit (deficit) (3,162 ) 95,871 55,124 — 147,833 Other expenses: Selling, general and administrative 5,753 57,285 47,474 — 110,512 Depreciation and amortization 191 6,326 4,686 — 11,203 Severance and transaction-related costs — 57 86 — 143 Other (income) expense (1,937 ) (192 ) (572 ) — (2,701 ) 4,007 63,476 51,674 — 119,157 Operating income (loss) (7,169 ) 32,395 3,450 — 28,676 Interest expense, net 40,270 526 2,784 — 43,580 Income (loss) before income taxes (47,439 ) 31,869 666 — (14,904 ) Income tax benefit — (1,064 ) (7,082 ) — (8,146 ) Income (loss) from continuing operations (47,439 ) 32,933 7,748 — (6,758 ) Equity in earnings (loss) of subsidiaries 40,681 46 — (40,727 ) — Net income (loss) (6,758 ) 32,979 7,748 (40,727 ) (6,758 ) Foreign currency translation adjustments 44 (412 ) 1,837 (1,425 ) 44 Net gain (loss) on intra-entity foreign currency transactions, net of tax 1,881 (856 ) 1,883 (1,027 ) 1,881 Other comprehensive income (loss) 1,925 (1,268 ) 3,720 (2,452 ) 1,925 Comprehensive income (loss) $ (4,833 ) $ 31,711 $ 11,468 $ (43,179 ) $ (4,833 ) Condensed Consolidating Statement of Operations and Comprehensive Loss For The Three Months Ended April 30, 2016 (in thousands) Non- Issuer Guarantors Guarantors Eliminations Consolidated Net sales $ — $ 186,024 $ 113,623 $ — $ 299,647 Cost of sales, occupancy and buying expenses 2,725 91,252 64,376 — 158,353 Gross profit (deficit) (2,725 ) 94,772 49,247 — 141,294 Other expenses: Selling, general and administrative 4,771 55,413 47,538 — 107,722 Depreciation and amortization 237 8,314 5,509 — 14,060 Severance and transaction-related costs 1,348 (3 ) 228 — 1,573 Other (income) expense (1,411 ) 16 4,340 — 2,945 4,945 63,740 57,615 — 126,300 Operating income (loss) (7,670 ) 31,032 (8,368 ) — 14,994 Interest expense, net 54,269 540 270 — 55,079 Income (loss) before income taxes (61,939 ) 30,492 (8,638 ) — (40,085 ) Income tax expense (benefit) — (1,339 ) 12 — (1,327 ) Income (loss) from continuing operations (61,939 ) 31,831 (8,650 ) — (38,758 ) Equity in earnings (loss) of subsidiaries 23,181 (1,664 ) — (21,517 ) — Net income (loss) (38,758 ) 30,167 (8,650 ) (21,517 ) (38,758 ) Foreign currency translation adjustments 2,860 1,486 (2,706 ) 1,220 2,860 Net gain (loss) on intra-entity foreign currency transactions, net of tax 10,195 2,389 10,278 (12,667 ) 10,195 Other comprehensive income (loss) 13,055 3,875 7,572 (11,447 ) 13,055 Comprehensive income (loss) $ (25,703 ) $ 34,042 $ (1,078 ) $ (32,964 ) $ (25,703 ) Condensed Consolidating Statement of Cash Flows Three Months Ended April 29, 2017 (in thousands) Non- Issuer Guarantors Guarantors Eliminations Consolidated Cash flows from operating activities: Net income (loss) $ (6,758 ) $ 32,979 $ 7,748 $ (40,727 ) $ (6,758 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Loss (equity) in earnings of subsidiaries (40,681 ) (46 ) — 40,727 — Depreciation and amortization 191 6,326 4,686 — 11,203 Amortization of lease rights and other assets — — 1,069 — 1,069 Amortization of debt issuance costs 1,899 — 288 — 2,187 Accretion of debt premium (721 ) — — — (721 ) Net accretion of unfavorable lease obligations — (63 ) (1 ) — (64 ) Loss on sale/retirement of property and equipment, net — 118 — — 118 Stock-based compensation expense (benefit) 58 — 4 — 62 (Increase) decrease in: Inventories — (4,719 ) (4,975 ) — (9,694 ) Prepaid expenses (850 ) 142 (663 ) — (1,371 ) Other assets (158 ) (993 ) (283 ) — (1,434 ) Increase (decrease) in: Trade accounts payable (646 ) 2,380 (2,803 ) — (1,069 ) Income taxes payable — 367 (1,329 ) — (962 ) Accrued interest payable (29,345 ) — 82 — (29,263 ) Accrued expenses and other liabilities (3,184 ) (3,479 ) (4,171 ) — (10,834 ) Deferred income taxes — — (7,597 ) — (7,597 ) Deferred rent expense — (280 ) (245 ) — (525 ) Net cash provided by (used in) operating activities (80,195 ) 32,732 (8,190 ) — (55,653 ) Cash flows from investing activities: Acquisition of property and equipment — (1,855 ) (1,510 ) — (3,365 ) Acquisition of intangible assets/lease rights — (28 ) — — (28 ) Net cash used in investing activities — (1,883 ) (1,510 ) — (3,393 ) Cash flows from financing activities: Proceeds from revolving credit facilities 69,000 — — — 69,000 Payments on revolving credit facilities (16,200 ) — — — (16,200 ) Payments on short-term debt (18,420 ) — — — (18,420 ) Payments on long-term debt (743 ) (2,415 ) (1,114 ) — (4,272 ) Payment of debt issuance costs — — (347 ) — (347 ) Principal payments on capital lease — (76 ) — — (76 ) Intercompany activity, net 47,693 (25,629 ) (22,064 ) — — Net cash provided by (used in) financing activities 81,330 (28,120 ) (23,525 ) — 29,685 Effect of foreign currency exchange rate changes on cash and — (1,796 ) 1,102 — (694 ) Net increase in cash and cash equivalents 1,135 933 (32,123 ) — (30,055 ) Cash and cash equivalents, at beginning of period 3,038 3,005 49,749 — 55,792 Cash and cash equivalents, at end of period 4,173 3,938 17,626 — 25,737 Condensed Consolidating Statement of Cash Flows Three Months Ended April 30, 2016 (in thousands) Non- Issuer Guarantors Guarantors Eliminations Consolidated Cash flows from operating activities: Net income (loss) $ (38,758 ) $ 30,167 $ (8,650 ) $ (21,517 ) $ (38,758 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Loss (equity) in earnings of subsidiaries (23,181 ) 1,664 — 21,517 — Depreciation and amortization 237 8,314 5,509 — 14,060 Amortization of lease rights and other assets — — 658 — 658 Amortization of debt issuance costs 2,013 — 89 — 2,102 Accretion of debt premium (662 ) — — — (662 ) Net accretion of unfavorable lease obligations — (62 ) — — (62 ) Loss on sale/retirement of property and equipment, net — 98 4 — 102 Stock-based compensation expense (benefit) (44 ) — 11 — (33 ) (Increase) decrease in: Inventories — (57 ) (7,130 ) — (7,187 ) Prepaid expenses (704 ) (12,043 ) (1,473 ) — (14,220 ) Other assets 17 (1,179 ) (316 ) — (1,478 ) Increase (decrease) in: Trade accounts payable 47 (5,165 ) 6,252 — 1,134 Income taxes payable — (161 ) (848 ) — (1,009 ) Accrued interest payable (25,343 ) — 21 — (25,322 ) Accrued expenses and other liabilities (214 ) (7,501 ) (7,438 ) — (15,153 ) Deferred income taxes — — (355 ) — (355 ) Deferred rent expense — (547 ) (64 ) — (611 ) Net cash provided by (used in) operating activities (86,592 ) 13,528 (13,730 ) — (86,794 ) Cash flows from investing activities: Acquisition of property and equipment (170 ) (2,769 ) (1,276 ) — (4,215 ) Acquisition of intangible assets/lease rights — (11 ) (80 ) — (91 ) Net cash used in investing activities (170 ) (2,780 ) (1,356 ) — (4,306 ) Cash flows from financing activities: Proceeds from revolving credit facilities 68,000 — 48,864 — 116,864 Payments on revolving credit facilities — — — — — Payment of debt issuance costs — — (44 ) — (44 ) Principal payments on capital lease — (58 ) — — (58 ) Intercompany activity, net 33,867 (15,895 ) (17,972 ) — — Net cash provided by (used in) financing activities 101,867 (15,953 ) 30,848 — 116,762 Effect of foreign currency exchange rate changes on cash — 5,605 (1,250 ) — 4,355 Net increase in cash and cash equivalents 15,105 400 14,512 — 30,017 Cash and cash equivalents, at beginning of period 2,664 3,394 12,813 — 18,871 Cash and cash equivalents, at end of period 17,769 3,794 27,325 — 48,888 |