Exhibit 99.1
CLAIRE’S STORES, INC. AND SUBSIDIARIES
(EXCLUDING UNRESTRICTED SUBSIDIARIES)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
| | | | |
| | July 29, 2017 | |
ASSETS | | | | |
Current assets: | | | | |
Cash and cash equivalents | | $ | 30,689 | |
Inventories | | | 157,617 | |
Prepaid expenses | | | 18,772 | |
Other current assets | | | 25,136 | |
| | | | |
Total current assets | | | 232,214 | |
| | | | |
Property and equipment: | | | | |
Furniture, fixtures and equipment | | | 224,812 | |
Leasehold improvements | | | 304,130 | |
| | | | |
| | | 528,942 | |
Accumulated depreciation and amortization | | | (402,795 | ) |
| | | | |
| | | 126,147 | |
| | | | |
Leased property under capital lease: | | | | |
Land and building | | | 18,055 | |
Accumulated depreciation and amortization | | | (6,765 | ) |
| | | | |
| | | 11,290 | |
| | | | |
Goodwill | | | 1,132,575 | |
Intangible assets, net of accumulated amortization | | | 307,123 | |
Other assets | | | 43,337 | |
| | | | |
| | | 1,483,035 | |
| | | | |
Total assets | | $ | 1,852,686 | |
| | | | |
LIABILITIES AND STOCKHOLDER’S DEFICIT | | | | |
Current liabilities: | | | | |
Trade accounts payable | | $ | 71,017 | |
Income taxes payable | | | 5,117 | |
Accrued interest payable | | | 53,111 | |
Accrued expenses and other current liabilities | | | 83,904 | |
| | | | |
Total current liabilities | | | 213,149 | |
| | | | |
Intercompany payables | | | 81,487 | |
Long-term debt, net | | | 1,970,062 | |
Revolving credit facility, net | | | 44,361 | |
Obligation under capital lease | | | 16,187 | |
Deferred tax liability | | | 99,488 | |
Deferred rent expense | | | 33,867 | |
Unfavorable lease obligations and other long-term liabilities | | | 9,090 | |
| | | | |
| | | 2,254,542 | |
| | | | |
Commitments and contingencies | | | | |
| |
Stockholder’s deficit: | | | | |
Common stock | | | — | |
Additionalpaid-in capital | | | 546,018 | |
Accumulated other comprehensive loss, net of tax | | | (37,840 | ) |
Accumulated deficit | | | (1,123,183 | ) |
| | | | |
| | | (615,005 | ) |
| | | | |
Total liabilities and stockholder’s deficit | | $ | 1,852,666 | |
| | | | |
CLAIRE’S STORES, INC. AND SUBSIDIARIES
(EXCLUDING UNRESTRICTED SUBSIDIARIES)
UNAUDITED CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS
(in thousands)
| | | | | | | | |
| | Three Months | | | Six Months | |
| | Ended | | | Ended | |
| | July 29, 2017 | | | July 29, 2017 | |
Net sales | | $ | 316,637 | | | $ | 616,258 | |
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) | | | 161,583 | | | | 313,371 | |
| | | | | | | | |
Gross profit | | | 155,054 | | | | 302,887 | |
| | | | | | | | |
Other expenses: | | | | | | | | |
Selling, general and administrative | | | 112,774 | | | | 223,286 | |
Depreciation and amortization | | | 10,890 | | | | 22,093 | |
Severance and transaction-related costs | | | 389 | | | | 532 | |
Other income, net | | | (2,171 | ) | | | (4,872 | ) |
| | | | | | | | |
| | | 121,882 | | | | 241,039 | |
| | | | | | | | |
Operating income | | | 33,172 | | | | 61,848 | |
Interest expense, net | | | 43,394 | | | | 86,974 | |
| | | | | | | | |
Loss before income tax expense | | | (10,222 | ) | | | (25,126 | ) |
Income tax expense | | | 10,266 | | | | 2,120 | |
| | | | | | | | |
Net loss | | $ | (20,488 | ) | | $ | (27,246 | ) |
| | | | | | | | |
CLAIRE’S STORES, INC. AND SUBSIDIARIES
(EXCLUDING UNRESTRICTED SUBSIDIARIES)
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
| | | | |
| | Six Months | |
| | Ended | |
| | July 29, 2017 | |
Cash flows from operating activities: | | | | |
Net loss | | $ | (27,246 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | |
Depreciation and amortization | | | 22,093 | |
Amortization of lease rights and other assets | | | 1,862 | |
Amortization of debt issuance costs | | | 4,312 | |
Accretion of debt premium | | | (1,457 | ) |
Non-cashpay-in-kind interest expense | | | 750 | |
Net unfavorable accretion of lease obligations | | | (55 | ) |
Loss on sale/retirement of property and equipment, net | | | 128 | |
Stock-based compensation expense | | | 156 | |
(Increase) decrease in: | | | | |
Inventories | | | (22,083 | ) |
Prepaid expenses | | | (1,926 | ) |
Other assets | | | (75 | ) |
Increase (decrease) in: | | | | |
Trade accounts payable | | | (709 | ) |
Income taxes payable | | | (279 | ) |
Accrued interest payable | | | (155 | ) |
Accrued expenses and other liabilities | | | (6,994 | ) |
Deferred income taxes | | | (359 | ) |
Deferred rent expense | | | (1,196 | ) |
| | | | |
Net cash used in operating activities | | | (33,233 | ) |
| | | | |
Cash flows from investing activities: | | | | |
Acquisition of property and equipment | | | (8,101 | ) |
Acquisition of intangible assets/lease rights | | | (38 | ) |
| | | | |
Net cash used in investing activities | | | (8,139 | ) |
| | | | |
Cash flows from financing activities: | | | | |
Proceeds from revolving credit facilities | | | 81,000 | |
Payments on revolving credit facilities | | | (41,200 | ) |
Payments on short-term debt | | | (18,420 | ) |
Payments of unamortized interest related to long-term debt | | | (1,857 | ) |
Payment of debt issuance costs | | | (386 | ) |
Principal payments of capital lease | | | (156 | ) |
Intercompany activity, net | | | (2,915 | ) |
| | | | |
Net cash provided by financing activities | | | 16,066 | |
| | | | |
Effect of foreign currency exchange rate changes on cash and cash equivalents | | | 203 | |
| | | | |
Net decrease in cash and cash equivalents | | | (25,103 | ) |
Cash and cash equivalents, at beginning of period | | | 55,792 | |
| | | | |
Cash and cash equivalents, at end of period | | $ | 30,689 | |
| | | | |
Claire’s (Gibraltar) Holdings Limited
Unaudited Condensed Consolidated Balance Sheet
(in thousands)
| | | | |
| | July 29, 2017 | |
ASSETS | | | | |
Current assets: | | | | |
Cash and cash equivalents | | $ | 20,028 | |
Inventories | | | 65,941 | |
Prepaid expenses | | | 14,797 | |
Other current assets | | | 10,033 | |
| | | | |
Total current assets | | | 110,799 | |
| | | | |
Property and equipment: | | | | |
Furniture, fixtures and equipment | | | 71,559 | |
Leasehold improvements | | | 104,483 | |
| | | | |
| | | 176,042 | |
Accumulated depreciation and amortization | | | (128,564 | ) |
| | | | |
| | | 47,478 | |
| | | | |
Intercompany receivables | | | 145,279 | |
Goodwill | | | 145,058 | |
Intangible assets, net | | | 203,470 | |
Other assets | | | 36,820 | |
| | | | |
| | | 530,627 | |
| | | | |
Total assets | | $ | 688,904 | |
| | | | |
LIABILITIES AND STOCKHOLDER’S EQUITY | | | | |
Current liabilities: | | | | |
Trade accounts payable | | $ | 46,491 | |
Income taxes payable | | | 4,934 | |
Accrued interest payable | | | 370 | |
Accrued expenses and other current liabilities | | | 34,575 | |
| | | | |
Total current liabilities | | | 86,370 | |
| | | | |
Long-term debt, net | | | 156,925 | |
Deferred tax liability | | | 5,934 | |
Deferred rent expense | | | 9,419 | |
| | | | |
| | | 172,278 | |
| | | | |
Stockholder’s equity: | | | | |
Common stock | | | 2 | |
Additional paid in capital | | | 770,858 | |
Accumulated other comprehensive loss, net of tax | | | (40,356 | ) |
Accumulated deficit | | | (300,248 | ) |
| | | | |
| | | 430,256 | |
| | | | |
Total liabilities and stockholder’s equity | | $ | 688,904 | |
| | | | |
Claire’s (Gibraltar) Holdings Limited
Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income
(in thousands)
| | | | | | | | |
| | Three Months | | | Six Months | |
| | Ended | | | Ended | |
| | July 29, 2017 | | | July 29, 2017 | |
Net sales | | $ | 120,604 | | | $ | 224,265 | |
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) | | | 59,891 | | | | 114,168 | |
| | | | | | | | |
Gross profit | | | 60,713 | | | | 110,097 | |
| | | | | | | | |
Other expenses: | | | | | | | | |
Selling, general and administrative | | | 43,679 | | | | 86,985 | |
Depreciation and amortization | | | 3,867 | | | | 7,980 | |
Severance and transaction-related costs | | | 139 | | | | 223 | |
Other income, net | | | (5,001 | ) | | | (6,418 | ) |
| | | | | | | | |
| | | 42,684 | | | | 88,770 | |
| | | | | | | | |
Operating income | | | 18,029 | | | | 21,327 | |
Interest expense, net | | | 2,791 | | | | 5,573 | |
| | | | | | | | |
Income before income tax expense | | | 15,238 | | | | 15,754 | |
Income tax expense | | | 10,320 | | | | 3,132 | |
| | | | | | | | |
Net income | | | 4,918 | | | | 12,622 | |
Foreign currency translation adjustments | | | 3,362 | | | | 3,846 | |
Net gain on intra-entity foreign currency transactions, net of tax | | | 5,395 | | | | 8,132 | |
| | | | | | | | |
Other comprehensive income | | | 8,757 | | | | 11,978 | |
| | | | | | | | |
Comprehensive income | | $ | 13,675 | | | $ | 24,600 | |
| | | | | | | | |
CLSIP Holdings LLC
Unaudited Condensed Statement of Cash Flows
(in thousands)
| | | | |
| | Six Months | |
| | Ended | |
| | July 29, 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)
| | | | |
| | Six Months | |
| | Ended | |
| | July 29, 2017 | |
Net cash provided by operating activities | | $ | — | |
Net cash provided by investing activities | | | — | |
Payments of unamortized interest related to long-term debt | | | (2,415 | ) |
Intercompany activity, net | | | 2,915 | |
| | | | |
Net cash provided by financing activities | | | 500 | |
| | | | |
Net increase in cash and cash equivalents | | | 500 | |
Cash and cash equivalents, at beginning of period | | | — | |
| | | | |
Cash and cash equivalents, at end of period | | $ | 500 | |
| | | | |