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 LLC and CLSIP Holdings LLC). As of February 3, 2018, 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 February 3, 2018 (in thousands) Issuer Guarantors Non- Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 4,203 $ 9,644 $ 28,599 $ — $ 42,446 Inventories — 76,469 58,221 — 134,690 Prepaid expenses 2,638 13,740 15,906 — 32,284 Other current assets 1,281 13,111 12,466 — 26,858 Total current assets 8,122 112,964 115,192 — 236,278 Property and equipment: Furniture, fixtures and equipment 3,075 133,664 86,905 — 223,644 Leasehold improvements 1,315 177,520 122,503 — 301,338 4,390 311,184 209,408 — 524,982 Accumulated depreciation and amortization (3,640 ) (245,778 ) (155,866 ) — (405,284 ) 750 65,406 53,542 — 119,698 Leased property under capital lease: Land and building — 18,055 — — 18,055 Accumulated depreciation and amortization — (7,216 ) — — (7,216 ) — 10,839 — — 10,839 Intercompany receivables — 299,768 121,143 (420,911 ) — Investment in subsidiaries 1,688,098 (42,369 ) — (1,645,729 ) — Goodwill — 987,517 145,058 — 1,132,575 Intangible assets, net 188,100 149,678 203,934 (84,634 ) 457,078 Other assets 1,140 3,647 39,468 — 44,255 1,877,338 1,398,241 509,603 (2,151,274 ) 1,633,908 Total assets $ 1,886,210 $ 1,587,450 $ 678,337 $ (2,151,274 ) $ 2,000,723 LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) Current liabilities: Current portion of long-term debt, net $ 1,843,582 $ — $ 50,457 $ — $ 1,894,039 Trade accounts payable 3,231 21,090 38,644 — 62,965 Income taxes payable — 484 3,565 — 4,049 Accrued interest payable 55,808 — 374 — 56,182 Accrued expenses and other current liabilities 17,954 34,494 42,486 — 94,934 Total current liabilities 1,920,575 56,068 135,526 — 2,112,169 Intercompany payables 420,911 — — (420,911 ) — Long-term debt, net — 143,929 106,426 — 250,355 Revolving credit facility, net — — — — — Obligation under capital lease — 15,970 — — 15,970 Deferred tax liability — 25,963 6,651 — 32,614 Deferred rent expense — 22,834 12,017 — 34,851 Unfavorable lease obligations and other long-term liabilities — 10,040 — — 10,040 420,911 218,736 125,094 (420,911 ) 343,830 Stockholder’s equity (deficit): Common stock — 367 2 (369 ) — Additional paid in capital 630,719 1,520,543 766,993 (2,287,536 ) 630,719 Accumulated other comprehensive income (loss), net of tax (25,302 ) (3,156 ) (23,326 ) 26,482 (25,302 ) Accumulated deficit (1,060,693 ) (205,108 ) (325,952 ) 531,060 (1,060,693 ) (455,276 ) 1,312,646 417,717 (1,730,363 ) (455,276 ) Total liabilities and stockholder’s equity (deficit) $ 1,886,210 $ 1,587,450 $ 678,337 $ (2,151,274 ) $ 2,000,723 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 Statement of Operations and Comprehensive Income (Loss) Fiscal 2017 (in thousands) Issuer Guarantors Non- Eliminations Consolidated Net sales $ — $ 778,461 $ 559,149 $ — $ 1,337,610 Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) 12,836 365,002 286,223 — 664,061 Gross profit (deficit) (12,836 ) 413,459 272,926 — 673,549 Other expenses: Selling, general and administrative 31,725 245,524 206,388 — 483,637 Depreciation and amortization 1,328 25,241 18,601 — 45,170 Impairment of assets — 991 361 — 1,352 Severance and transaction-related costs 347 87 1,346 — 1,780 Other (income) expense (11,105 ) 4,204 (1,392 ) — (8,293 ) 22,295 276,047 225,304 — 523,646 Operating income (loss) (35,131 ) 137,412 47,622 — 149,903 Interest expense, net 163,257 2,123 11,230 — 176,610 Income (loss) before income taxes (198,388 ) 135,289 36,392 — (26,707 ) Income tax expense (benefit) — (66,756 ) 4,805 — (61,951 ) Income (loss) from continuing operations (198,388 ) 202,045 31,587 — 35,244 Equity in earnings (loss) of subsidiaries 233,632 1,655 — (235,287 ) — Net income (loss) 35,244 203,700 31,587 (235,287 ) 35,244 Foreign currency translation adjustments 8,280 678 5,441 (6,119 ) 8,280 Net (loss) gain on intra-entity foreign currency transactions, net of tax 18,299 1,353 18,295 (19,648 ) 18,299 Other comprehensive income (loss) 26,579 2,031 23,736 (25,767 ) 26,579 Comprehensive income (loss) $ 61,823 $ 205,731 $ 55,323 $ (261,054 ) $ 61,823 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 Cash Flows Fiscal 2017 (in thousands) Issuer Guarantors Non- Eliminations Consolidated Cash flows from operating activities: Net income $ 35,244 $ 203,700 $ 31,587 $ (235,287 ) $ 35,244 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Equity in earnings of subsidiaries (233,632 ) (1,655 ) — 235,287 — Depreciation and amortization 1,328 25,241 18,601 — 45,170 Impairment of assets — 991 361 — 1,352 Amortization of lease rights and other assets — — 3,393 — 3,393 Amortization of debt issuance costs 7,742 — 1,114 — 8,856 Accretion of debt premium (2,977 ) — — — (2,977 ) Non-cash — — 1,500 — 1,500 Net accretion of favorable (unfavorable) lease obligations — (42 ) 4 — (38 ) Loss on sale/retirement of property and equipment, net 2 748 16 — 766 Stock compensation benefit 204 — 19 — 223 (Increase) decrease in: Inventories — (2,162 ) 6,385 — 4,223 Prepaid expenses (2,175 ) (12,343 ) 511 — (14,007 ) Other assets (1,354 ) 1,290 71 — 7 Increase (decrease) in: Trade accounts payable 1,511 76 (11,765 ) — (10,178 ) Income taxes payable — (666 ) (1,533 ) — (2,199 ) Accrued interest payable 3,140 — (224 ) — 2,916 Accrued expenses and other liabilities 3,480 681 (1,843 ) — 2,318 Deferred income taxes — (67,591 ) (294 ) — (67,885 ) Deferred rent expense — (590 ) (399 ) — (989 ) Net cash (used in) provided by operating activities (187,487 ) 147,678 47,504 — 7,695 Cash flows from investing activities: Acquisition of property and equipment, net (67 ) (13,720 ) (6,947 ) — (20,734 ) Acquisition of intangible assets/lease rights — (61 ) — — (61 ) Net cash used in investing activities (67 ) (13,781 ) (6,947 ) — (20,795 ) Cash flows from financing activities: Proceeds from revolving credit facilities 133,000 — — — 133,000 Payments on revolving credit facilities (108,200 ) — — — (108,200 ) Payment on current portion of long-term debt (18,420 ) — — — (18,420 ) Payments of unamortized interest related to long-term debt (1,653 ) (5,373 ) (2,480 ) — (9,506 ) Payment of debt issuance costs (446 ) — (396 ) — (842 ) Principal payments of capital lease — (324 ) — — (324 ) Intercompany activity, net 184,438 (124,403 ) (60,035 ) — — Net cash provided by (used in) financing activities 188,719 (130,100 ) (62,911 ) — (4,292 ) Effect of foreign currency exchange rate changes on cash and cash equivalents — 2,842 1,204 — 4,046 Net (decrease) increase in cash and cash equivalents 1,165 6,639 (21,150 ) — (13,346 ) Cash and cash equivalents at beginning of period 3,038 3,005 49,749 — 55,792 Cash and cash equivalents at end of period $ 4,203 $ 9,644 $ 28,599 $ — $ 42,446 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 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 |