0000950123-11-050642.txt : 20110516 0000950123-11-050642.hdr.sgml : 20110516 20110516151816 ACCESSION NUMBER: 0000950123-11-050642 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110516 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110516 DATE AS OF CHANGE: 20110516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLAIRES STORES INC CENTRAL INDEX KEY: 0000034115 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 590940416 STATE OF INCORPORATION: DE FISCAL YEAR END: 0203 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-148108 FILM NUMBER: 11846181 BUSINESS ADDRESS: STREET 1: 2400 WEST CENTRAL RD CITY: HOFFMAN ESTATES STATE: IL ZIP: 60192 BUSINESS PHONE: 9544333900 MAIL ADDRESS: STREET 1: 2400 WEST CENTRAL RD CITY: HOFFMAN ESTATES STATE: IL ZIP: 30192 FORMER COMPANY: FORMER CONFORMED NAME: FT INDUSTRIES INC DATE OF NAME CHANGE: 19831006 FORMER COMPANY: FORMER CONFORMED NAME: FASHION TRESS INC DATE OF NAME CHANGE: 19750923 8-K 1 g27268e8vk.htm FORM 8-K e8vk
 
 
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): May 16, 2011
CLAIRE’S STORES, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
     
333-148108   59-0940416
(Commission File Number)   (IRS Employer Identification Number)
2400 West Central Road, Hoffman Estates, Illinois 60192
(Address of principal executive offices)
Registrant’s telephone number, including area code: (954) 433-3900
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 2.02. Results of Operations and Financial Condition.
     On May 16, 2011, Claire’s Stores, Inc. (the “Company”) issued a press release announcing selected preliminary, unaudited fiscal 2011 first quarter results. A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.
     The information in this Form 8-K and the Exhibit attached hereto shall be deemed “furnished” and not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
  (a)   Financial Statements of Business Acquired.
 
      Not applicable
 
  (b)   Pro Forma Financial Information.
 
      Not applicable
 
  (d)   Exhibits.
 
      Exhibit 99.1—Claire’s Stores, Inc. Press Release dated May 16, 2011

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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: May 16, 2011  By:   /s/ J. Per Brodin    
    J. Per Brodin   
    Chief Financial Officer   

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EX-99.1 2 g27268exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
NEWS BULLETIN
RE: CLAIRE’S STORES, INC.
2400 WEST CENTRAL ROAD, HOFFMAN ESTATES, ILLINOIS 60192
CLAIRE’S STORES, INC. ANNOUNCES SELECTED PRELIMINARY, UNAUDITED FISCAL 2011
FIRST QUARTER RESULTS
CHICAGO, May 16, 2011. Claire’s Stores, Inc., one of the world’s leading specialty retailers of fashionable accessories and jewelry at affordable prices for young women, teens, tweens and girls ages 3 to 27, today announced selected preliminary, unaudited financial results for the 2011 first quarter, which ended April 30, 2011.
The financial results discussed in this press release regarding selected fiscal 2011 first quarter results are unaudited and should be considered preliminary and subject to change. The Company does not currently expect to update this information prior to the release of its first quarter 2011 financial results. The Company expects to hold its regular quarterly conference call after those results are released.
First Quarter Results
The Company expects to report net sales of $346 million for the 2011 first quarter, an increase of $24 million, or 7.6%, compared to the 2010 first quarter. The increase was attributable to new store sales, an increase in same store sales, favorable foreign currency translation effect of our foreign locations’ sales and increases in shipments to franchisees, partially offset by the effect of store closures. Net sales would have increased 5.3% excluding the impact from foreign currency rate changes.
Consolidated same store sales increased 3.2% in the 2011 first quarter. In North America, same store sales increased 4.8% in the 2011 first quarter. In Europe, same store sales increased 0.1% in the 2011 first quarter. Our same store sales trend through the first 15 days of the fiscal 2011 second quarter is in the low negative single digits driven primarily by underperformance in our European Division. We compute same store sales on a local currency basis, which eliminates any impact from changes in foreign exchange rates.
Adjusted EBITDA in the 2011 first quarter is expected to be between $51 million and $53 million, compared to $49.2 million in the 2010 first quarter. The Company defines Adjusted EBITDA as earnings before interest, income taxes, gain from early debt extinguishment, depreciation and amortization, excluding the impact of transaction-related costs incurred in connection with its May 2007 acquisition and other non-recurring or non-cash expenses, and normalizing occupancy costs for certain rent-related adjustments. We expect to report operating income for the 2011 first quarter in the range of $24 million to $26 million, compared to $27.6 million in the 2010 first quarter. A reconciliation of operating income to Adjusted EBITDA is attached.
At April 30, 2011, cash and cash equivalents were $246 million, including restricted cash of $26 million. The Company’s Revolving Credit Facility continued to be undrawn following the March 2011 paydown from the proceeds of the Senior Secured Second Lien Notes. In addition, during the 2011 first quarter, the Company paid $24 million to retire $10 million of Senior Notes and $14 million of Senior Toggle Notes.
Adjusted EBITDA
EBITDA and Adjusted EBITDA are not measures of financial performance under U.S. GAAP, are not intended to represent cash flow from operations under U.S. GAAP and should not be used as an alternative to net income (loss) as an indicator of operating performance or to cash flow from operating, investing or financing activities as a measure of liquidity. Management compensates for the limitations of using EBITDA and Adjusted EBITDA by using it only to supplement our U.S. GAAP results to provide a more complete understanding of the factors and trends affecting our business. Each of EBITDA and Adjusted EBITDA has its limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our results as reported under U.S. GAAP.
Management uses Adjusted EBITDA as an important tool to assess our operating performance. Management considers Adjusted EBITDA to be a useful measure in highlighting trends in our business and in analyzing the profitability of similar enterprises. Management believes that Adjusted EBITDA is effective, when used in conjunction with net income (loss), in evaluating asset performance, and differentiating efficient operators in the industry. Furthermore, management believes that Adjusted EBITDA provides useful information to potential investors and analysts because it provides insight into management’s evaluation of our results of operations. Our calculation of Adjusted EBITDA may not be consistent with “EBITDA” for the purpose of the covenants in the agreements governing our indebtedness.

 


 

While EBITDA and Adjusted EBITDA are frequently used as a measure of operations and the ability to meet indebtedness service requirements, they are not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the method of calculation. Management believes that these measures provide useful information to investors.
Company Overview
Claire’s Stores, Inc. is one of the world’s leading specialty retailers of fashionable accessories and jewelry at affordable prices for young women, teens, tweens and girls ages 3 to 27. The Company operates through its two store concepts: Claire’s® Globally and Icing® in North America. As of April 30, 2011, Claire’s Stores, Inc. operated 3,000 stores in North America and Europe. The Company also franchised or licensed 391 stores in Japan, the Middle East, Turkey, Russia, Greece, South Africa, Guatemala, Malta and Ukraine. More information regarding Claire’s Stores is available on the Company’s corporate website at http://www.clairestores.com.
Preliminary Nature of Results
We have not yet finalized our financial results for our 2011 first quarter ended April 30, 2011. The preliminary estimated financial results described herein are unaudited and subject to revision pending the completion of the accounting and financial reporting processes necessary to complete our financial closing procedures and financial statements for our 2011 first quarter ended April 30, 2011. The foregoing preliminary estimates of our financial results were prepared by management. Management believes that such preliminary estimates have been prepared on a reasonable basis, and such preliminary estimates are based upon a number of assumptions, estimates and business decisions that are inherently subject to significant business fluctuations, economic conditions and competitive uncertainties and contingencies, many of which are beyond our control, and represent, to the best of management’s knowledge, our expected results. However, because this information is preliminary and highly subjective, it should not be relied on as indicative of our future actual results. We do not intend to update or otherwise revise the preliminary estimates to reflect future events.

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Forward-looking Statements:
This press release contains “forward-looking statements” which represent the Company’s expectations or beliefs with respect to future events. Statements that are not historical are considered forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. Those factors include, without limitation: changes in consumer preferences and consumer spending; competition; our level of indebtedness; general economic conditions; general political and social conditions such as war, political unrest and terrorism; natural disasters or severe weather events; currency fluctuations and exchange rate adjustments; uncertainties generally associated with the specialty retailing business, such as decreases in mall traffic due to high gasoline prices or other general economic conditions; disruptions in our supply of inventory; inability to increase same store sales; inability to renew, replace or enter into new store leases on favorable terms; increases in the cost of our merchandise; significant increases in our merchandise markdowns; inability to grow our store base in Europe or expand our international franchising operations; inability to design and implement new information systems or disruptions in adapting our information systems to allow for e-commerce sales; delays in anticipated store openings or renovations; uncertainty that definitive financial results may differ from preliminary financial results due to, among other things, final U.S. GAAP adjustments; results from any future asset impairment analysis; changes in applicable laws, rules and regulations, including changes in federal, state or local regulations governing the sale of our merchandise, particularly regulations relating to the content in our merchandise, general employment laws, including laws relating to overtime pay and employee benefits, health care laws, tax laws and import laws; product recalls; loss of key members of management; increases in the cost of labor; labor disputes; unwillingness of vendors and service providers to supply goods or services pursuant to historical customary credit arrangements; increases in the cost of borrowings; unavailability of additional debt or equity capital; and the impact of our substantial indebtedness on our operating income and our ability to grow. These and other applicable risks, cautionary statements and factors that could cause actual results to differ from the Company’s forward-looking statements are included in the Company’s filings with the SEC, specifically as described in the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2011 filed with the SEC on April 21, 2011. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances. The historical results contained in this press release are not necessarily indicative of the future performance of the Company.
Additional Information:
Note: Other Claire’s Stores, Inc. press releases, a corporate profile and the most recent Form 10-K and Form 10-Q reports are available on Claire’s business website at: http://www.clairestores.com.
Contact Information:
J. Per Brodin, Executive Vice President and Chief Financial Officer
Phone: (954) 433-3900, Fax: (954) 442-3999 or E-mail, investor.relations@claires.com

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CLAIRE’S STORES, INC. AND SUBSIDIARIES
ADJUSTED EBITDA
(UNAUDITED)
(In Millions)
                 
    Three Months Ended     Three Months Ended  
    April 30, 2011     May 1, 2010  
Operating income (a)
  $ 24-26     $ 27.6  
Depreciation and amortization
    17       16.4  
 
           
Reported EBITDA
    41-43       44.0  
— stock compensation, book to cash rent, intangible amortization (b)
    1       2.2  
— management fee, consulting, joint venture investment (c)
    1       2.5  
— other (d)
    8       0.5  
 
           
Adjusted EBITDA
  $ 51-53     $ 49.2  
 
           
 
a)   Operating income excludes the effect of any impairment charges. Fiscal 2011 includes a $3.3 million charge to remeasure the Euro loan at the period end foreign exchange rate.
 
b)   Includes: non-cash stock compensation expense, net non-cash rent expense, amortization of rent free periods, the inclusion of cash landlord allowances, and the net accretion of favorable (unfavorable) lease obligations and non-cash amortization of lease rights.
 
c)   Includes: the management fee paid to Apollo Management and Morgan Joseph Tri-Artisan Capital Partners, non-recurring consulting expenses and non-cash equity loss from our former 50:50 joint venture (effective September 2, 2010, the Company had no ownership in this joint venture).
 
d)   Includes: non-cash losses on property and equipment primarily associated with the sale of our North American distribution center/office building, remodels, relocations and closures; costs, including third party charges and compensation, incurred in conjunction with the relocation of new employees; non-cash foreign exchange gains/losses resulting from intercompany transactions and remeasurements of U.S. dollar denominated cash accounts and foreign currency denominated debt of our foreign entities into their functional currency; and severance and transaction related costs. A majority of the fiscal 2011 adjustment is foreign exchange related.

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