UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): September 14, 2018
CLAIRE’S STORES, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
| 1-8899, 333-148108, 333-175171 | 59-0940416 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
2400 West Central Road, Hoffman Estates, Illinois 60192
(Address of principal executive offices)
Registrant’s telephone number, including area code: (847) 765-1100
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 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| 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 three and six months ended August 4, 2018 respecting (i) Claire’s (Gibraltar) Holdings Limited and its subsidiaries, and (ii) 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 August 4, 2018 | |
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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: September 14, 2018 | By: | /s/ Scott Huckins | ||||||||
| Name: Scott Huckins | ||||||||||
| Title: Chief Financial Officer | ||||||||||
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EXHIBIT 99.1
Claire’s (Gibraltar) Holdings Limited
Unaudited Condensed Consolidated Balance Sheet
(in thousands)
| August 4, 2018 | ||||
| ASSETS |
||||
| Current assets: |
||||
| Cash |
$ | 30,267 | ||
| Inventories |
55,260 | |||
| Prepaid expenses |
14,625 | |||
| Other current assets |
7,961 | |||
|
|
|
|||
| Total current assets |
108,113 | |||
|
|
|
|||
| Property and equipment: |
||||
| Furniture, fixtures and equipment |
70,690 | |||
| Leasehold improvements |
97,526 | |||
|
|
|
|||
| 168,216 | ||||
| Accumulated depreciation and amortization |
(130,215 | ) | ||
|
|
|
|||
| 38,001 | ||||
|
|
|
|||
| Intercompany receivables |
159,446 | |||
| Goodwill |
145,058 | |||
| Intangible assets, net |
197,022 | |||
| Other assets |
45,874 | |||
|
|
|
|||
| 547,400 | ||||
|
|
|
|||
| Total assets |
$ | 693,514 | ||
|
|
|
|||
| LIABILITIES AND STOCKHOLDER’S EQUITY |
||||
| Current liabilities: |
||||
| Current portion of long-term debt, net |
$ | 84,732 | ||
| Trade accounts payable |
36,558 | |||
| Income taxes payable |
6,149 | |||
| Accrued interest payable |
548 | |||
| Accrued expenses and other current liabilities |
36,054 | |||
|
|
|
|||
| Total current liabilities |
164,071 | |||
|
|
|
|||
| Long-term debt, net |
65,037 | |||
| Deferred tax liability |
4,384 | |||
| Deferred rent expense |
9,289 | |||
|
|
|
|||
| 78,710 | ||||
|
|
|
|||
| Stockholder’s equity: |
||||
| Common stock |
2 | |||
| Additional paid in capital |
770,859 | |||
| Accumulated other comprehensive loss, net of tax |
(41,276 | ) | ||
| Accumulated deficit |
(278,852 | ) | ||
|
|
|
|||
| 450,733 | ||||
|
|
|
|||
| Total liabilities and stockholder’s equity |
$ | 693,514 | ||
|
|
|
|||
4
Claire’s (Gibraltar) Holdings Limited
Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss
(in thousands)
| Three Months Ended |
Six Months Ended |
|||||||
| August 4, 2018 | August 4, 2018 | |||||||
| Net sales |
$ | 114,994 | $ | 219,066 | ||||
| Cost of sales, occupancy and buying expenses |
56,853 | 114,195 | ||||||
|
|
|
|
|
|||||
| Gross profit |
58,141 | 104,871 | ||||||
|
|
|
|
|
|||||
| Other expenses: |
||||||||
| Selling, general and administrative |
43,983 | 91,715 | ||||||
| Depreciation and amortization |
4,088 | 8,632 | ||||||
| Severance |
365 | 653 | ||||||
| Other (income) expense, net |
(297 | ) | 739 | |||||
|
|
|
|
|
|||||
| 48,139 | 101,739 | |||||||
|
|
|
|
|
|||||
| Operating income |
10,002 | 3,132 | ||||||
| Interest expense, net |
2,754 | 5,230 | ||||||
|
|
|
|
|
|||||
| Income before income tax expense (benefit) |
7,248 | (2,098 | ) | |||||
| Income tax expense (benefit) |
2,006 | (6,181 | ) | |||||
|
|
|
|
|
|||||
| Net income |
$ | 5,242 | $ | 4,083 | ||||
| Foreign currency translation adjustments |
(928 | ) | (3,041 | ) | ||||
| Net loss on intra-entity foreign currency transactions, net of tax |
(4,690 | ) | (10,398 | ) | ||||
|
|
|
|
|
|||||
| Other comprehensive loss |
(5,618 | ) | (13,439 | ) | ||||
|
|
|
|
|
|||||
| Comprehensive loss |
$ | (376 | ) | $ | (9,356 | ) | ||
|
|
|
|
|
|||||
5
CLSIP Holdings LLC
Unaudited Condensed Statement of Cash Flows
(in thousands)
| Six Months Ended |
||||
| August 4, 2018 | ||||
| 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 |
||||
| August 4, 2018 | ||||
| Net loss |
$ | (3,284 | ) | |
| Non-cash pay-in-kind interest expense |
2,889 | |||
| Accrued interest payable |
395 | |||
|
|
|
|||
| Net cash provided by operating activities |
— | |||
| Net cash provided by investing activities |
— | |||
| Payments of unamortized interest related to long-term debt |
(3,008 | ) | ||
| Intercompany activity, net |
3,008 | |||
|
|
|
|||
| Net cash used in financing activities |
— | |||
|
|
|
|||
| Net decrease in cash and cash equivalents |
— | |||
| Cash and cash equivalents, at beginning of period |
6,500 | |||
|
|
|
|||
| Cash and cash equivalents, at end of period |
$ | 6,500 | ||
|
|
|
|||
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