CLAIRE S STORES, INC. (Exact name of registrant as specified in its charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2017 CLAIRE S STORES, INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) , , (Commission (I.R.S. Employer File Number) Identification No.) 2400 West Central Road, Hoffman Estates, Illinois (Address of principal executive offices) Registrant s telephone number, including area code: (847) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 Item 7.01 Regulation FD Disclosures Claire s Stores, Inc. (the Company ) is furnishing schedules containing certain supplemental financial information as of and for the twelve month ended January, respecting (i) the Company and its subsidiaries (excluding CLSIP Holdings LLC and CLSIP LLC, which have been designated as unrestricted subsidiaries under the Company s debt agreements), (ii) Claire s (Gibraltar) Holdings Limited and its subsidiaries, and (iii) CLSIP Holdings LLC and CLSIP LLC that has been provided to lenders of these entities under existing credit agreements. The information furnished pursuant to this Item 7.01 and the attached exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit 99.1 Schedules of Supplemental Financial Information as of 2

3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CLAIRE S STORES, INC. Date: April 21, 2017 By: /s/ Scott Huckins Name: Scott Huckins Title: Chief Financial Officer 3

4 EXHIBIT INDEX Exhibit 99.1 Schedules of Supplemental Financial Information as of 4

5 EXHIBIT 99.1 CLAIRE S STORES, INC. AND SUBSIDIARIES (EXCLUDING UNRESTRICTED SUBSIDIARIES) UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET 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, ,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

6 CLAIRE S STORES, INC. AND SUBSIDIARIES (EXCLUDING UNRESTRICTED SUBSIDIARIES) UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS Fiscal Year Ended 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

7 CLAIRE S STORES, INC. AND SUBSIDIARIES (EXCLUDING UNRESTRICTED SUBSIDIARIES) UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Fiscal Year Ended 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

8 Claire s (Gibraltar) Holdings Limited Unaudited Condensed Consolidated Balance Sheet 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, ,273 Accumulated depreciation and amortization (116,993) 47,280 Intercompany receivables 114,478 Goodwill 145,058 Intangible assets, net 201,678 Other assets 34, ,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, ,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

9 Claire s (Gibraltar) Holdings Limited Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss Fiscal Year Ended 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)

10 CLSIP Holdings LLC Unaudited Condensed Statement of Cash Flows Fiscal Year Ended 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 Fiscal Year Ended 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 $