Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Jan. 31, 2015 | Apr. 30, 2015 | |
Document Type | 10-K | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Jan-15 | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | FY | |
Trading Symbol | ck0000786110 | |
Entity Registrant Name | GYMBOREE CORP | |
Entity Central Index Key | 786110 | |
Current Fiscal Year End Date | -30 | |
Entity Well-known Seasoned Issuer | No | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 1,000 | |
Entity Public Float | $0 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | 3-May-14 | Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Net sales: | |||||||||||
Net sales | $375,608 | $316,819 | $264,303 | $272,010 | $351,032 | $309,838 | $290,916 | $292,783 | $1,228,740 | $1,244,569 | $1,275,664 |
Cost of goods sold, including buying and occupancy expenses | -760,192 | -768,555 | -794,272 | ||||||||
Gross profit | 137,905 | 125,921 | 96,364 | 108,358 | 124,487 | 123,468 | 107,086 | 120,973 | 468,548 | 476,014 | 481,392 |
Selling, general and administrative expenses | -448,356 | -443,923 | -411,742 | ||||||||
Goodwill and intangible asset impairment | -591,396 | -157,189 | -591,396 | -157,189 | |||||||
Operating (loss) income | 12,658 | -579,154 | -10,776 | 6,068 | -159,274 | 12,269 | 5,063 | 16,844 | -571,204 | -125,098 | 69,650 |
Interest income | 245 | 186 | 177 | ||||||||
Interest expense | -82,378 | -81,558 | -85,640 | ||||||||
Loss on extinguishment of debt | -834 | -214 | |||||||||
Other (expense) income, net | -594 | -503 | -12 | ||||||||
(Loss) income before income taxes | -653,931 | -207,807 | -16,039 | ||||||||
Income tax benefit | 73,820 | 1,456 | 5,636 | ||||||||
Net (loss) income | -9,861 | -522,394 | -32,853 | -15,003 | -169,780 | -24,398 | -9,325 | -2,848 | -580,111 | -206,351 | -10,403 |
Net loss attributable to noncontrolling interest | 6,006 | 3,324 | 2,561 | ||||||||
Net loss attributable to The Gymboree Corporation | -7,446 | -522,075 | -31,153 | -13,431 | -167,156 | -23,985 | -9,350 | -2,536 | -574,105 | -203,027 | -7,842 |
Retail Stores | |||||||||||
Net sales: | |||||||||||
Net sales | 361,711 | 304,265 | 253,376 | 259,124 | 340,003 | 297,352 | 278,944 | 280,877 | 1,178,476 | 1,197,176 | 1,234,993 |
Gymboree Play & Music | |||||||||||
Net sales: | |||||||||||
Net sales | 9,013 | 7,744 | 7,319 | 6,832 | 6,276 | 6,821 | 6,260 | 6,328 | 30,908 | 25,685 | 23,941 |
International Retail Franchise | |||||||||||
Net sales: | |||||||||||
Net sales | $4,884 | $4,810 | $3,608 | $6,054 | $4,753 | $5,665 | $5,712 | $5,578 | $19,356 | $21,708 | $16,730 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | 3-May-14 | Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Net loss | ($9,861) | ($522,394) | ($32,853) | ($15,003) | ($169,780) | ($24,398) | ($9,325) | ($2,848) | ($580,111) | ($206,351) | ($10,403) |
Other comprehensive (loss) income: | |||||||||||
Foreign currency translation adjustments, net of tax | -8,108 | 26 | 112 | ||||||||
Unrealized net gain (loss) on cash flow hedges, net of tax | 1,315 | 1,219 | -143 | ||||||||
Total other comprehensive (loss) income | -6,793 | 1,245 | -31 | ||||||||
Comprehensive loss | -586,904 | -205,106 | -10,434 | ||||||||
Comprehensive loss attributable to noncontrolling interest | 6,448 | 3,113 | 2,503 | ||||||||
Comprehensive loss attributable to The Gymboree Corporation | ($580,456) | ($201,993) | ($7,931) |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Jan. 31, 2015 | Feb. 01, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $18,520 | $39,429 |
Accounts receivable, net of allowance of $1,939 and $1,370 | 25,248 | 21,882 |
Merchandise inventories | 198,337 | 175,495 |
Prepaid income taxes | 2,599 | 1,979 |
Prepaid expenses | 6,821 | 18,801 |
Deferred income taxes | 6,824 | 13,454 |
Total current assets | 258,349 | 271,040 |
Property and equipment: | ||
Land and buildings | 22,428 | 22,428 |
Leasehold improvements | 198,098 | 195,556 |
Furniture, fixtures and equipment | 123,943 | 117,131 |
Total property and equipment | 344,469 | 335,115 |
Less accumulated depreciation and amortization | -162,038 | -128,807 |
Net property and equipment | 182,431 | 206,308 |
Goodwill | 373,834 | 758,777 |
Other intangible assets, net | 343,552 | 559,824 |
Deferred financing costs | 25,622 | 32,455 |
Other assets | 4,155 | 11,700 |
Total assets | 1,187,943 | 1,840,104 |
Current liabilities: | ||
Accounts payable | 87,032 | 101,959 |
Accrued liabilities | 94,805 | 100,303 |
Line of credit borrowings | 33,000 | |
Current obligation under capital lease | 552 | 503 |
Total current liabilities | 215,389 | 202,765 |
Long-term liabilities: | ||
Long-term debt | 1,114,048 | 1,113,742 |
Long-term obligation under capital lease | 2,850 | 3,402 |
Lease incentives and other liabilities | 53,677 | 50,432 |
Unrecognized tax benefits | 5,048 | 6,157 |
Deferred income taxes | 129,196 | 214,464 |
Total liabilities | 1,520,208 | 1,590,962 |
Commitments and contingencies (see Notes 6, 7, 10 and 13) | ||
Stockholders' (deficit) equity: | ||
Common stock, including additional paid-in capital ($0.001 par value: 1,000 shares authorized, issued and outstanding) | 522,403 | 517,932 |
Accumulated deficit | -853,363 | -279,258 |
Accumulated other comprehensive loss | -11,231 | -4,880 |
Total stockholders' (deficit) equity | -342,191 | 233,794 |
Noncontrolling interest | 9,926 | 15,348 |
Total (deficit) equity | -332,265 | 249,142 |
Total liabilities and stockholders' (deficit) equity | $1,187,943 | $1,840,104 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable, allowance | $1,939 | $1,370 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 1,000 | 1,000 |
Common stock, shares outstanding | 1,000 | 1,000 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | ($580,111) | ($206,351) | ($10,403) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Loss on extinguishment of debt | 834 | 214 | |
Goodwill and intangible asset impairment | 591,396 | 157,189 | |
Depreciation and amortization | 44,422 | 46,416 | 58,847 |
Amortization of deferred financing costs and accretion of original issue discount | 7,138 | 6,798 | 6,902 |
Interest rate cap contracts - adjustment to market | 2,062 | 1,135 | 300 |
Loss on disposal/impairment of assets | 9,010 | 12,381 | 3,152 |
Deferred income taxes | -78,466 | -2,853 | -7,009 |
Share-based compensation expense | 4,624 | 5,809 | 4,260 |
Other | 34 | 53 | 1,732 |
Change in assets and liabilities: | |||
Accounts receivable | -3,928 | 5,567 | -2,630 |
Merchandise inventories | -23,472 | 22,675 | 12,060 |
Prepaid income taxes | -682 | 1,056 | -47 |
Prepaid expenses and other assets | 18,466 | -4,378 | -13,820 |
Accounts payable | -14,902 | 11,887 | 11,094 |
Accrued liabilities | -2,065 | 6,868 | -5,481 |
Lease incentives and other liabilities | 4,716 | 9,785 | 14,623 |
Net cash (used in) provided by operating activities | -21,758 | 74,871 | 73,794 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | -31,992 | -52,632 | -47,851 |
Other | 50 | -494 | -842 |
Net cash provided by (used in) investing activities | -31,942 | -53,126 | -48,693 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from ABL facility | 447,000 | 123,000 | 14,000 |
Payments on ABL facility | -414,000 | -123,000 | -14,000 |
Repurchase of notes | -24,760 | -26,613 | |
Payments on capital lease | -503 | -196 | |
Payments of Term Loan | -42,698 | ||
Payments of deferred financing costs | -1,344 | ||
Investment by affiliate of Parent | 2,400 | ||
Dividend payment to Parent | -153 | -7,564 | -3,273 |
Capital contribution received by noncontrolling interest | 992 | 15,886 | 1,602 |
Net cash provided by (used in) financing activities | 33,336 | -16,634 | -69,926 |
Effect of exchange rate fluctuations on cash and cash equivalents | -545 | 990 | 243 |
Net (decrease) increase in cash and cash equivalents | -20,909 | 6,101 | -44,582 |
CASH AND CASH EQUIVALENTS: | |||
Beginning of period | 39,429 | 33,328 | 77,910 |
End of period | 18,520 | 39,429 | 33,328 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Capital expenditures incurred, but not yet paid | 1,927 | 4,979 | 5,556 |
Assets acquired under capital lease | 4,102 | ||
Non-cash capital contribution to noncontrolling interest | 53 | 1,732 | |
OTHER CASH FLOW INFORMATION: | |||
Cash paid for income taxes, net | 5,015 | 2,326 | 3,140 |
Cash paid for interest | $73,070 | $73,872 | $78,899 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY (USD $) | Total | Common Stock | Additional Paid In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Stockholders' (Deficit) Equity | Noncontrolling Interest |
In Thousands, except Share data | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |
BALANCE at Jan. 28, 2012 | $448,639 | $519,589 | ($68,389) | ($5,825) | $445,375 | $3,264 | |
BALANCE (in shares) at Jan. 28, 2012 | 1,000 | ||||||
Share-based compensation | 4,260 | 4,260 | 4,260 | ||||
Dividend payment to Parent | -3,273 | -3,273 | -3,273 | ||||
Capital contribution to noncontrolling interest | 3,334 | 3,334 | |||||
Tax impact of investment by affiliate of Parent | -889 | -889 | -889 | ||||
Translation adjustments and unrealized net gain (loss) on cash flow hedges, net of tax | -31 | -89 | -89 | 58 | |||
Net income (loss) attributable to noncontrolling interest | -2,561 | -2,561 | |||||
Net loss attributable to The Gymboree Corporation | -7,842 | -7,842 | -7,842 | ||||
BALANCE at Feb. 02, 2013 | 441,637 | 519,687 | -76,231 | -5,914 | 437,542 | 4,095 | |
BALANCE (in shares) at Feb. 02, 2013 | 1,000 | ||||||
Share-based compensation | 5,809 | 5,809 | 5,809 | ||||
Dividend payment to Parent | -7,564 | -7,564 | -7,564 | ||||
Capital contribution to noncontrolling interest | 14,366 | 14,366 | |||||
Translation adjustments and unrealized net gain (loss) on cash flow hedges, net of tax | 1,245 | 1,034 | 1,034 | 211 | |||
Net income (loss) attributable to noncontrolling interest | -3,324 | -3,324 | |||||
Net loss attributable to The Gymboree Corporation | -203,027 | -203,027 | -203,027 | ||||
BALANCE at Feb. 01, 2014 | 249,142 | 517,932 | -279,258 | -4,880 | 233,794 | 15,348 | |
BALANCE (in shares) at Feb. 01, 2014 | 1,000 | ||||||
Share-based compensation | 4,624 | 4,624 | 4,624 | ||||
Dividend payment to Parent | -153 | -153 | -153 | ||||
Capital contribution to noncontrolling interest | 1,026 | 1,026 | |||||
Translation adjustments and unrealized net gain (loss) on cash flow hedges, net of tax | -6,793 | -6,351 | -6,351 | -442 | |||
Net income (loss) attributable to noncontrolling interest | -6,006 | -6,006 | |||||
Net loss attributable to The Gymboree Corporation | -574,105 | -574,105 | -574,105 | ||||
BALANCE at Jan. 31, 2015 | ($332,265) | $522,403 | ($853,363) | ($11,231) | ($342,191) | $9,926 | |
BALANCE (in shares) at Jan. 31, 2015 | 1,000 |
CONSOLIDATED_STATEMENTS_OF_STO1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY (Parenthetical) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Feb. 02, 2013 |
Unrealized net gain (loss) gains on cash flow hedges, tax benefit | $67 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies | ||||||||||||||||||||
Nature of the Business | |||||||||||||||||||||
The Gymboree Corporation (the “Company,” “we” or “us”) is a specialty retailer, offering collections of high-quality apparel and accessories for children. As of January 31, 2015, we operated a total of 1,326 retail stores, as follows: | |||||||||||||||||||||
United States | Canada | Australia | Puerto Rico | Total | |||||||||||||||||
Gymboree® stores | 554 | 48 | 5 | 1 | 608 | ||||||||||||||||
Gymboree Outlet stores | 168 | — | — | 1 | 169 | ||||||||||||||||
Janie and Jack® shops (including Janie and Jack outlets) | 147 | — | — | — | 147 | ||||||||||||||||
Crazy 8® stores (including Crazy 8 outlets) | 402 | — | — | — | 402 | ||||||||||||||||
1,271 | 48 | 5 | 2 | 1,326 | |||||||||||||||||
We also operate 3 online stores at www.gymboree.com, www.janieandjack.com and www.crazy8.com. | |||||||||||||||||||||
In addition, as of January 31, 2015, overseas franchisees and Gymboree China operated 89 retail stores, as follows: | |||||||||||||||||||||
Overseas | Gymboree China | Total | |||||||||||||||||||
Franchisees (1) | |||||||||||||||||||||
Gymboree® stores | 61 | 24 | 85 | ||||||||||||||||||
Janie and Jack® shops | 1 | — | 1 | ||||||||||||||||||
Crazy 8® stores | 3 | — | 3 | ||||||||||||||||||
65 | 24 | 89 | |||||||||||||||||||
-1 | Overseas franchisees operated retail stores in the Middle East, South Korea and Latin America. | ||||||||||||||||||||
We also offer directed parent-child developmental play programs at 698 franchised and Company-operated Gymboree Play & Music® centers in the United States and 41 other countries. Gymboree (Tianjin) Educational Information Consultation Co. Ltd. (“Gymboree Tianjin”) is Gymboree Play & Music’s master franchisee in China. Gymboree China and Gymboree Tianjin are collectively referred to as the “VIEs.” | |||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||
On November 23, 2010 (the “Transaction Date”), The Gymboree Corporation completed a merger (the “Merger”) with Giraffe Acquisition Corporation (“Acquisition Sub”) in accordance with an Agreement and Plan of Merger (the “Merger Agreement”) with Giraffe Holding, Inc. (“Parent”), and Acquisition Sub, a wholly owned subsidiary of Parent, with the Merger funded through a combination of debt and equity financing (collectively, the “Transactions”). The Company is continuing as the surviving corporation and a 100%-owned indirect subsidiary of the Parent. At the Transaction Date, investment funds sponsored by Bain Capital Partners, LLC (“Bain Capital”) indirectly owned a controlling interest in Parent. | |||||||||||||||||||||
Principles of Consolidation | |||||||||||||||||||||
The accompanying consolidated financial statements include entities in which we retain a controlling financial interest or entities that meet the definition of a VIE for which we are deemed to be the primary beneficiary. In performing our analysis of whether we are the primary beneficiary, at initial investment and at each quarterly reporting period, we consider whether we individually have the power to direct the activities of the VIE that most significantly affect the entity’s performance and also have the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. We also consider whether we are a member of a related party group that collectively meets the power and benefits criteria and, if so, whether we are most closely associated with the VIE. Intercompany accounts and transactions have been eliminated. | |||||||||||||||||||||
Fiscal Year | |||||||||||||||||||||
Our fiscal year ends on the Saturday closest to January 31. Fiscal years 2014, 2013, and 2012 ended on January 31, 2015, February 1, 2014, and February 2, 2013, respectively. Fiscal years 2014 and 2013 include 52 weeks and fiscal year 2012 includes 53 weeks. References to years in the Consolidated Financial Statements relate to fiscal years rather than calendar years. | |||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||||||
Financial Instruments | |||||||||||||||||||||
Cash Equivalents | |||||||||||||||||||||
Cash equivalents consist of highly liquid investment instruments with a maturity of three months or less at date of purchase. Our cash equivalents are placed primarily in money market funds. We value these investments at their original purchase prices plus interest that has accrued at the stated rate. Income related to these securities is recorded in interest income in the consolidated statements of operations. | |||||||||||||||||||||
Derivative Financial Instruments | |||||||||||||||||||||
We record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting for cash flow hedges generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions. | |||||||||||||||||||||
Concentrations of Credit Risk | |||||||||||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. At times, cash balances held at financial institutions are in excess of federally insured limits. | |||||||||||||||||||||
In fiscal 2014, 2013, and 2012, we purchased approximately 82%, 66%, and 72%, respectively, of our inventory through one agent, which may potentially subject us to risks of concentration related to sourcing of our inventory. | |||||||||||||||||||||
Accounts Receivable | |||||||||||||||||||||
We record accounts receivable net of an allowance for doubtful accounts. Accounts receivable primarily include amounts due from major credit card companies, amounts due from franchisees for royalties and consumer product sales, duty drawback receivables (refund of certain custom duties paid to the U.S. Customs and Border Protection upon importation of merchandise inventories), income tax refunds receivable, and amounts due from landlord construction allowances. We estimate our allowance for doubtful accounts by considering a number of factors, including the length of time accounts receivable are past due and our previous loss history. The provision for doubtful accounts receivable is included in selling, general and administrative expenses (“SG&A”). Write-offs were insignificant for all periods presented. | |||||||||||||||||||||
Merchandise Inventories | |||||||||||||||||||||
Merchandise inventories are recorded at the lower of cost or market (“LCM”), determined on a weighted-average basis. We review our inventory levels to identify slow-moving merchandise and broken assortments (items no longer in stock in a sufficient range of sizes) and record an adjustment when the future estimated selling price is less than cost. We take a physical count of inventories in all stores once a year and in some stores twice a year, and perform cycle counts throughout the year in our Dixon distribution center. We also perform an annual physical count of inventories at our third-party fulfillment center in Ohio. We record an inventory shrink adjustment based upon physical counts and also provide for estimated shrink adjustments for the period between the last physical inventory count and each balance sheet date. Our inventory shrink estimate can be affected by changes in merchandise mix and changes in actual shrink trends. Our LCM estimate can be affected by changes in consumer demand and the promotional environment. | |||||||||||||||||||||
Property and Equipment | |||||||||||||||||||||
Property and equipment acquired after the Transaction Date are recorded at cost. Property and equipment acquired in the Merger are stated at estimated fair value as of the Transaction Date, less accumulated depreciation and amortization recorded subsequent to the Merger. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from approximately 3 to 25 years, except for our buildings and building improvements in Dixon, California, which have useful lives of 39 years. Leasehold improvements, which include an allocation of directly-related internal payroll costs for employees dedicated to real estate construction projects, are amortized over the lesser of the applicable lease term, which ranges from 5 to 13 years, or the estimated useful life of the improvements. Assets recorded under capital lease are amortized over the lease term. Software costs are amortized using the straight-line method based on an estimated useful life of 3 to 7 years. Repair and maintenance costs are expensed as incurred. | |||||||||||||||||||||
The Company capitalizes development-stage website development costs such as direct external costs and direct payroll related costs. When development is substantially complete, the Company amortizes the website costs on a straight-line basis over the expected life, which is generally 3 years. Preliminary project costs and post-implementation costs such as training, maintenance and support are expensed as incurred. | |||||||||||||||||||||
Store Asset Impairment | |||||||||||||||||||||
Store assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the undiscounted future cash flows from the asset group are less than the carrying value, a loss is recognized equal to the difference between the carrying value of the asset group and its fair value. The fair value of the asset group is estimated based on discounted future cash flows using a discount rate commensurate with the risk. The asset group is determined at the store level, which is the lowest level for which identifiable cash flows are available. Decisions to close a store or facility can also result in accelerated depreciation over the revised useful life. For locations to be closed that are under long-term leases, we record a charge for lease buyout expense or the difference between our rent and the rate at which we expect to be able to sublease the properties and related costs, as appropriate. Most closures occur upon the lease expiration. The estimate of future cash flows is based on historical experience and typically third-party advice or market data. These estimates can be affected by factors such as future store profitability, real estate demand and economic conditions that can be difficult to predict. | |||||||||||||||||||||
Goodwill and Other Intangible Assets | |||||||||||||||||||||
Goodwill | |||||||||||||||||||||
In connection with the Merger, we allocated goodwill to our reporting units, which we concluded were the same as our operating segments (see Note 17): Gymboree Retail (including an online store), Gymboree Outlet, Janie and Jack (including an online store), Crazy 8 (including an online store), Gymboree Play & Music and International Retail Franchise. We allocated goodwill to the reporting units by calculating the fair value of each reporting unit and deriving the implied fair value of each reporting unit’s goodwill as of the Merger. | |||||||||||||||||||||
Goodwill is tested for impairment on an annual basis at the end of our tenth fiscal period (fiscal November) and at an interim date if indicators of impairment exist. Events that could result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. | |||||||||||||||||||||
Goodwill is tested by performing a two-step goodwill impairment test. The first step of the two-step goodwill impairment test is to compare the fair value of the reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step of the two-step goodwill impairment test is required to measure the goodwill impairment loss. The second step includes valuing all the tangible and intangible assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit’s goodwill is compared to the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying amount. | |||||||||||||||||||||
Calculating the fair value of a reporting unit and the implied fair value of reporting unit goodwill requires significant judgment. The use of different assumptions, estimates or judgments in either step of the goodwill impairment testing process, such as the estimated future cash flows of reporting units, the discount rate used to discount such cash flows, or the estimated fair value of the reporting units’ tangible and intangible assets and liabilities, could significantly increase or decrease the estimated fair value of a reporting unit or its net assets. | |||||||||||||||||||||
Indefinite-Lived Intangible Assets | |||||||||||||||||||||
Indefinite-lived intangible assets primarily represent trade names for each of our brands. We do not amortize intangible assets with indefinite useful lives. We test indefinite-lived intangible assets for impairment on annual basis at the end of our tenth fiscal period (fiscal November), and more frequently if indicators of potential impairment exist and indicate that it is more likely than not that the asset is impaired. Impairment of indefinite-lived intangible assets is measured by comparing the carrying amount of the asset to the discounted future cash flows that the asset is expected to generate using the relief from royalty method. If we determine that an individual asset is impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. Calculating the fair value of indefinite-lived intangible assets requires significant judgment. The use of different assumptions, estimates or judgments, such as the estimated future cash flows, royalty rates or the discount rate used to discount such cash flows, could significantly increase or decrease the estimated fair value of our indefinite-lived intangible assets. | |||||||||||||||||||||
Other Intangible Assets and Liabilities | |||||||||||||||||||||
Other intangible assets primarily represent franchise agreements, reacquired franchise rights, below market leases and a co-branded credit card agreement. Other intangible liabilities represent above market leases and are included in lease incentives and other liabilities. Other intangible assets and liabilities are amortized on a straight-line basis over their estimated useful lives. | |||||||||||||||||||||
We review other intangible assets with finite lives for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability of these other intangible assets is measured by comparing the carrying amount of the asset to the future undiscounted cash flows that the asset is expected to generate. If the undiscounted future cash flows are less than the carrying amount, the purchased other intangible assets with finite lives are considered to be impaired. The amount of the impairment is measured as the difference between the carrying amount of these assets and their estimated fair value. The fair value of the asset is estimated based on discounted future cash flows using a discount rate commensurate with the risk. Our estimate of future cash flows requires assumptions and judgment, including forecasting future sales and expenses and estimating useful lives of the assets. The use of different assumptions, estimates or judgments, such as the estimated future cash flows or the discount rate used to discount such cash flows, could significantly increase or decrease the estimated fair value of our other intangible assets with finite lives. | |||||||||||||||||||||
Income Taxes | |||||||||||||||||||||
We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities. We establish valuation allowances when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in the tax provision in the period of change. We consider all available positive and negative evidence in evaluating whether a valuation allowance is required, including prior earnings history, actual earnings over the previous 12 quarters on a cumulative basis, carryback and carryforward periods, and tax planning strategies that could potentially enhance the likelihood of realization of a deferred tax asset. Based on the weight of the positive and negative evidence, we recorded a valuation allowance in fiscal 2014 and 2013 as described in Note 12. We are subject to periodic audits by the Internal Revenue Service and other taxing authorities. These audits may challenge certain of our tax positions such as the timing and amount of deductions and allocation of taxable income to the various tax jurisdictions. As of January 31, 2015 and February 1, 2014, we had unrecognized tax benefits of $5.6 million and $6.6 million, respectively. Determining income tax expense for tax contingencies requires management to make assumptions that are subject to factors such as proposed assessments by tax authorities, changes in facts and circumstances, issuance of new regulations, and resolution of tax audits. Actual results could materially differ from these estimates and could significantly affect the effective tax rate and cash flows in future years. | |||||||||||||||||||||
Rent Expense | |||||||||||||||||||||
Many of our operating leases contain free rent periods and predetermined fixed increases of the minimum rental rate during the initial lease term. For these leases, we recognize the related rental expense on a straight-line basis over the life of the lease, starting at the time we take possession of the property. Certain leases provide for contingent rents that are not measurable at inception. These amounts are excluded from minimum rent and are included in the determination of rent expense when it is probable that an expense has been incurred and the amount is reasonably estimable. | |||||||||||||||||||||
Lease Allowances | |||||||||||||||||||||
As part of many lease agreements, we receive allowances from landlords. The allowances are included in lease incentives and other liabilities and are amortized as a reduction of rent expense on a straight-line basis over the term of the lease, starting at the time we take possession of the property. | |||||||||||||||||||||
Self-Insurance | |||||||||||||||||||||
We are partially self-insured for workers’ compensation insurance. We record a liability, determined actuarially, for claims filed and claims incurred, but not yet reported. This liability totaled $6.6 million and $5.1 million as of January 31, 2015 and February 1, 2014, respectively. Any actuarial projection of losses is subject to a high degree of variability due to external factors, including future inflation rates, litigation trends, legal interpretations, benefit level changes and claim settlement patterns. We also record a liability for employee-related health care benefits that are partially self-insured or fully self-insured, by considering claims filed and estimates of claims incurred, but not yet reported. This liability totaled $1.4 million as of fiscal year-end 2014 and 2013. If the actual amount of claims filed exceeds our estimates, reserves recorded may not be sufficient and additional accruals may be required in future periods. These liabilities are included in accrued liabilities. | |||||||||||||||||||||
Foreign Currency | |||||||||||||||||||||
Assets and liabilities of foreign subsidiaries are translated into United States dollars at the exchange rates effective on the balance sheet date. Revenues, costs of sales, expenses and other income are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are recorded as other comprehensive income (loss) within stockholders’ (deficit) equity. Foreign currency transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in other (expense) income within the consolidated statements of operations. | |||||||||||||||||||||
Revenue Recognition | |||||||||||||||||||||
Revenue is recognized at the point of sale in retail stores. Online revenue is recorded when merchandise is received by the customer. Online customers generally receive merchandise within three to six days of shipment. Shipping fees received from customers are included in net sales and the associated shipping costs are included in cost of goods sold. We also sell gift cards in our retail store locations, through our online stores and through third parties. Revenue is recognized in the period that the gift card is redeemed. We recognize unredeemed gift card and merchandise credit balances when we can determine the portion of the liability for which redemption is remote (generally three years after issuance). These amounts are recorded as other income within SG&A expenses and totaled $2.6 million, $1.9 million, and $1.6 million during fiscal 2014, 2013, and 2012, respectively. Sales are presented net of sales return reserve, which is estimated based on historical return trends. Net retail sales also include revenue from our co-branded credit card. We present taxes collected from customers and remitted to governmental authorities on a net basis (excluded from revenues). | |||||||||||||||||||||
Below is a summary of activity in the sales return reserve for the fiscal years ended (in thousands): | |||||||||||||||||||||
January 31, 2015 | February 1, 2014 | February 2, 2013 | |||||||||||||||||||
Balance, beginning of period | $ | 1,434 | $ | 2,508 | $ | 2,363 | |||||||||||||||
Provision for sales return | 29,765 | 28,154 | 28,976 | ||||||||||||||||||
Actual sales returns | (29,719 | ) | (29,228 | ) | (28,831 | ) | |||||||||||||||
Balance, end of period | $ | 1,480 | $ | 1,434 | $ | 2,508 | |||||||||||||||
For the Gymboree Play & Music operations, initial franchise and transfer fees for all sites sold in a territory are recognized as revenue when the franchisee has paid the initial franchise or transfer fee, in the form of cash and/or a note payable, the franchisee has fully executed a franchise agreement and we have substantially completed our obligations under such agreement. We receive royalties based on each franchisee’s gross receipts from operations. Such royalty fees are recognized when earned. We also recognize revenues from consumer products and equipment sold to franchisees at the time title transfers to the franchisees. | |||||||||||||||||||||
For the retail franchise business, revenues consist of initial franchise fees, royalties and/or sales of authorized product. Initial franchise fees relating to area franchise sales are recognized as revenue when the franchisee has met all material conditions and we have substantially completed our obligations under such agreement, typically upon store opening. Royalties are generally based on each franchisee’s gross receipts from operations and are recorded when earned. Revenues from consumer products sold to franchisees are recorded at the time title transfers to the franchisees. We present taxes withheld by international franchises and remitted to governmental authorities on a gross basis (included in revenues). | |||||||||||||||||||||
Loyalty Program | |||||||||||||||||||||
Customers who enroll in the Gymboree Rewards program earn points with every purchase at Gymboree and Gymboree Outlet stores, as well as online at www.gymboree.com. Those customers who reach a cumulative purchase threshold receive a rewards certificate that can be used towards the future purchase of goods at Gymboree and Gymboree Outlet stores as well as online within 45 days from the date it is issued. We estimate the cost of rewards that will ultimately be redeemed and record this cost as a reduction of net retail sales as reward points are earned. This liability was approximately $1.8 million and $1.4 million as of January 31, 2015 and February 1, 2014, respectively, and is included in accrued liabilities. | |||||||||||||||||||||
Co-Branded Credit Card | |||||||||||||||||||||
We have co-branded credit card agreements (the “Agreements”) with a third-party bank and Visa U.S.A. Inc. for the issuance of a Visa credit card bearing the Gymboree logo and administration of an associated incentive program for cardholders. We recognize revenues related to the Agreements as follows: | |||||||||||||||||||||
• | New account fees are reported in retail sales and are recognized on a straight-line basis over 5 years, the estimated life of the cardholder relationship. | ||||||||||||||||||||
• | Credit card usage fees are recognized as retail revenues as actual credit card usage occurs. | ||||||||||||||||||||
• | Rewards earned are recorded as gift card liabilities and recognized as retail revenues when the gift cards are redeemed. | ||||||||||||||||||||
During fiscal 2014, 2013, and 2012, we recognized approximately $1.9 million, $1.5 million, and $1.6 million, respectively, in revenue from these Agreements. These amounts are included in net retail sales in the accompanying consolidated statements of operations. | |||||||||||||||||||||
Cost of Goods Sold | |||||||||||||||||||||
Cost of goods sold (“COGS”) includes cost of goods, buying department expenses (including related depreciation), occupancy expenses (including amortization of below and above market leases), and shipping costs. Cost of goods consists of cost of merchandise, inbound freight and other inventory-related costs, such as shrinkage costs and lower of cost or market adjustments. Buying expenses include costs incurred to design, produce and allocate merchandise. Occupancy expenses consist of rent and other lease-required costs, including common area maintenance and utilities. Shipping costs consist of third-party delivery services to customers. As we record certain distribution expenses as a component of SG&A expenses and do not include such costs in cost of goods sold, our cost of goods sold and gross profit may not be comparable to those of other companies. Distribution expenses recorded as a component of SG&A expenses amounted to $43.1 million, $37.9 million, and $33.4 million during fiscal 2014, 2013, and 2012, respectively. | |||||||||||||||||||||
Selling, General and Administrative Expenses | |||||||||||||||||||||
SG&A expenses consist of non-occupancy-related costs associated with our retail stores, distribution center and shared corporate services. These costs include payroll and benefits, depreciation and amortization, credit card fees, advertising, store pre-opening costs and other general expenses. Our distribution costs recorded in SG&A expenses represent primarily outbound shipping and handling expenses to our stores. | |||||||||||||||||||||
Store Pre-opening Costs | |||||||||||||||||||||
Store pre-opening costs are expensed as incurred. | |||||||||||||||||||||
Advertising | |||||||||||||||||||||
We capitalize direct costs for the development, production, and circulation of direct response advertising and amortize such costs over the expected sales realization cycle, typically four to six weeks. Deferred direct response costs, included in prepaid expenses, were $0.9 million and $0.5 million as of January 31, 2015 and February 1, 2014, respectively. | |||||||||||||||||||||
All other advertising costs are expensed as incurred. Advertising costs totaled approximately $24.4 million, $20.5 million, and $20.8 million during fiscal 2014, 2013, and 2012, respectively. | |||||||||||||||||||||
Share-Based Compensation | |||||||||||||||||||||
We recognize compensation expense on a straight-line basis for options and awards with time-based service conditions. | |||||||||||||||||||||
Recently Issued Accounting Standards | |||||||||||||||||||||
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amendments do not affect the current guidance on the recognition and measurement of debt issuance costs. This ASU would be applied retrospectively to all prior periods and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. We have not yet determined the impact of the new standard on our consolidated financial statements. | |||||||||||||||||||||
In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). The amendments are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. We have not yet determined the impact of the new standard on our consolidated financial statements. | |||||||||||||||||||||
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, to provide guidance on principles and definitions to reduce diversity in the timing and content of disclosures when evaluating whether there is substantial doubt about an organization’s ability to continue as a going concern. This ASU is effective in the annual period ending after December 15, 2016, with early adoption permitted. We have not yet determined the impact of the new standard on our consolidated financial statements. | |||||||||||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, to clarify the principles of recognizing revenue and create common revenue recognition guidance between U.S. generally accepted accounting principles and International Financial Reporting Standards. This ASU is effective for fiscal years and interim periods within those years, beginning after December 15, 2016, and is to be applied either retrospectively to each prior reporting period presented or with the cumulative effect recognized at the date of initial adoption as an adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets). In April 2015, the FASB proposed a deferral of this ASU’s effective date by one year, to December 15, 2017. The proposed deferral allows early adoption at the original effective date. We have not yet determined the impact of the new standard on our consolidated financial statements. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Fair Value Measurements | 2. Fair Value Measurements | ||||||||||||||||
We record our money market funds, interest rate caps and forward foreign exchange contracts at fair value. Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. Accounting guidance prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: | |||||||||||||||||
Level 1 – Quoted prices in active markets for identical assets or liabilities. | |||||||||||||||||
Level 2 – Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. | |||||||||||||||||
Level 3 – Inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. Valuation techniques could include the use of discounted cash flow models and similar techniques. | |||||||||||||||||
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the fair value measurement in its entirety is classified is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. | |||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | |||||||||||||||||
The tables below present our assets and liabilities measured at fair value on a recurring basis as of January 31, 2015 and February 1, 2014, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands). There were no transfers into or out of Level 1 and Level 2 during fiscal 2014 or 2013. | |||||||||||||||||
January 31, 2015 | |||||||||||||||||
Quoted Prices in | Significant Other | Significant | |||||||||||||||
Active Markets for | Observable | Unobservable | |||||||||||||||
Identical Assets | Inputs | Inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | Total Fair Value | ||||||||||||||
Assets | |||||||||||||||||
Interest rate caps | $ | — | $ | 17 | $ | — | $ | 17 | |||||||||
Forward foreign exchange contracts | — | 96 | — | 96 | |||||||||||||
Total | $ | — | $ | 113 | $ | — | $ | 113 | |||||||||
February 1, 2014 | |||||||||||||||||
Quoted Prices in | Significant Other | Significant | |||||||||||||||
Active Markets for | Observable | Unobservable | |||||||||||||||
Identical Assets | Inputs | Inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | Total Fair Value | ||||||||||||||
Assets | |||||||||||||||||
Money market funds | $ | 14,571 | $ | — | $ | — | $ | 14,571 | |||||||||
Interest rate caps | — | 599 | — | 599 | |||||||||||||
Forward foreign exchange contracts | — | 348 | — | 348 | |||||||||||||
Total | $ | 14,571 | $ | 947 | $ | — | $ | 15,518 | |||||||||
Our cash equivalents, which are primarily placed in money market funds, are valued at their original purchase prices plus interest that has accrued at the stated rate. | |||||||||||||||||
The fair value of our interest rate caps was determined using the market standard methodology of discounting future cash receipts. The variable cash receipts were based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves and volatilities. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, were incorporated in the fair values to account for potential nonperformance risk. In adjusting the fair value of these contracts for the effect of nonperformance risk, we have considered any applicable credit enhancements such as collateral postings, thresholds, mutual puts, and guarantees. | |||||||||||||||||
Although we have determined the majority of the inputs used to value our interest rate caps fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, as of January 31, 2015 and February 1, 2014, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our interest rate cap positions and determined the credit valuation adjustment was not significant to the overall valuation. As a result, we classified our interest rate caps derivative valuations in Level 2 of the fair value hierarchy. | |||||||||||||||||
The fair value of our forward foreign exchange contracts was determined using the market approach and Level 2 inputs. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. | |||||||||||||||||
The carrying value of cash and cash equivalents, receivables and payables balances approximate their estimated fair values due to the short maturities of these instruments. We estimate the fair value of our long-term debt using current market yields. These current market yields are considered Level 2 inputs. The estimated fair value of long-term debt is as follows (in thousands): | |||||||||||||||||
January 31, 2015 | February 1, 2014 | ||||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||
Term loan | $ | 768,048 | $ | 530,680 | $ | 767,742 | $ | 692,192 | |||||||||
Notes | 346,000 | 128,020 | 346,000 | 308,805 | |||||||||||||
Total | $ | 1,114,048 | $ | 658,700 | $ | 1,113,742 | $ | 1,000,997 | |||||||||
We had no other financial assets or liabilities measured at fair value as of January 31, 2015 and February 1, 2014. | |||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis | |||||||||||||||||
Our non-financial assets, which primarily consist of goodwill, other intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis and are reported at carrying value. However, on a periodic basis whenever events or changes in circumstances indicate their carrying value may not be fully recoverable, and at least annually for goodwill and indefinite-lived intangible assets, non-financial assets are assessed for impairment and, if applicable, written-down to and recorded at fair value, considering external market participant assumptions. | |||||||||||||||||
During fiscal 2014, we recorded $378.8 million of goodwill impairment related to our Gymboree Retail, Gymboree Outlet, and Crazy 8 reporting units and $212.6 million of impairment related to our indefinite-lived intangible assets (see Note 3). | |||||||||||||||||
During fiscal 2013, we recorded $140.2 million of goodwill impairment related to our Gymboree Retail, Gymboree Outlet, and Crazy 8 reporting units and $17.0 million of impairment related to our indefinite-lived intangible assets (see Note 3). | |||||||||||||||||
During fiscal 2014, 2013, and 2012, we recorded impairment charges of $6.0 million, $7.6 million, and $1.9 million, respectively, related to assets of under-performing stores. The fair market value of these non-financial assets was determined using the income approach and Level 3 inputs, which required management to make significant estimates about future cash flows. Management estimates the amount and timing of future cash flows based on historical operating results and its experience and knowledge of the retail market in which each store operates. During fiscal 2013, we also recorded $3.1 million of impairment related to an abandonment of assets. These impairment charges are included in SG&A expenses in the accompanying consolidated statement of operations. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets and Liabilities | 12 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Goodwill and Intangible Assets and Liabilities | 3. Goodwill and Intangible Assets and Liabilities | ||||||||||||||||
Goodwill | |||||||||||||||||
Goodwill allocated to our reportable segments as of January 31, 2015, February 1, 2014, and February 2, 2013 is as follows (in thousands): | |||||||||||||||||
Retail Stores | Gymboree Play | International Retail | |||||||||||||||
Segment | & Music Segment | Franchise Segment | Total | ||||||||||||||
Balance as of January 31, 2015 | |||||||||||||||||
Goodwill | $ | 887,241 | $ | 16,389 | $ | 23,636 | $ | 927,266 | |||||||||
Accumulated impairment losses | (547,285 | ) | — | — | (547,285 | ) | |||||||||||
Effect of exchange rate fluctuations | (6,147 | ) | — | — | (6,147 | ) | |||||||||||
$ | 333,809 | $ | 16,389 | $ | 23,636 | $ | 373,834 | ||||||||||
Balance as of February 1, 2014 | |||||||||||||||||
Goodwill | $ | 887,241 | $ | 16,389 | $ | 23,636 | $ | 927,266 | |||||||||
Accumulated impairment losses | (168,489 | ) | — | — | (168,489 | ) | |||||||||||
$ | 718,752 | $ | 16,389 | $ | 23,636 | $ | 758,777 | ||||||||||
Balance as of February 2, 2013 | |||||||||||||||||
Goodwill | $ | 887,241 | $ | 16,389 | $ | 23,636 | $ | 927,266 | |||||||||
Accumulated impairment losses | (28,300 | ) | — | — | (28,300 | ) | |||||||||||
$ | 858,941 | $ | 16,389 | $ | 23,636 | $ | 898,966 | ||||||||||
Goodwill impairment and other changes in goodwill during fiscal 2014, 2013, and 2012 are as follows (in thousands): | |||||||||||||||||
Retail Stores | Gymboree Play | International Retail | |||||||||||||||
Segment | & Music Segment | Franchise Segment | Total | ||||||||||||||
Fiscal 2014 - Impairment losses | $ | (378,796 | ) | $ | — | $ | — | $ | (378,796 | ) | |||||||
Fiscal 2013 - Impairment losses | $ | (140,189 | ) | $ | — | $ | — | $ | (140,189 | ) | |||||||
Fiscal 2012 - Other | $ | (131 | ) | $ | — | $ | — | $ | (131 | ) | |||||||
Goodwill Impairment | |||||||||||||||||
We performed our annual goodwill impairment test during the fourth quarter of fiscal 2014 and determined that there was no goodwill impairment for any of our reporting units. | |||||||||||||||||
In connection with our long-range planning process in the third quarter of fiscal 2014, we revised our growth assumptions based on estimates of future operations. The updated assumptions resulted in a plan that reflected slower growth in revenues and margins in the reporting units of our retail stores segment. As a result, we considered this to be a triggering event and performed the first step of the two-step goodwill impairment test during the third quarter of fiscal 2014. We determined that the fair values of the Gymboree Retail, Gymboree Outlet and Crazy 8 reporting units, components of our retail stores reporting segment, were below their carrying values. We then performed step two of the goodwill impairment test to measure the goodwill impairment loss specific to these three reporting units and concluded that there was goodwill impairment in the Gymboree Retail, Gymboree Outlet, and Crazy 8 reporting units of approximately $252.3 million, $67.2 million and $59.3 million, respectively. The impairment charges recorded during the third quarter of fiscal 2014 were subject to finalization of fair values, which we have completed during the fourth quarter of fiscal 2014, with no change to the previously recorded estimates. | |||||||||||||||||
The interim goodwill impairment analysis for the reporting units was based on our projection of revenues, gross margin, operating costs and cash flows considering historical and estimated future results, general economic and market conditions, as well as the impact of planned business and operational strategies. We based our fair value estimates on assumptions we believed to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Actual results may differ from those estimates. The valuations employed present value techniques to measure fair value and considered market factors and reporting unit specific developments. We primarily used an income approach to value these reporting units. The discount rates used in the income approach ranged from 13.0% to 15.5%. We also considered a market approach. Assumptions used in the market approach include valuation multiples based on analysis of multiples for comparable public companies. Finally, specific weights were applied to the components of each approach to estimate the total implied fair value. These weights are estimates by management and are developed based on the specific characteristics, risks and uncertainties of each reporting unit. | |||||||||||||||||
During the fourth quarter of 2013, due to the impact of weak results in fiscal 2013, particularly in the fourth quarter, we concluded that there was goodwill impairment in the Crazy 8, Gymboree Retail and Gymboree Outlet reporting units of $85.3 million, $38.8 million and $16.1 million, respectively. | |||||||||||||||||
Goodwill impairment tests performed in fiscal 2012 indicated that goodwill was not impaired for any of our reporting units. | |||||||||||||||||
Intangible Assets and Liabilities | |||||||||||||||||
Intangible assets and liabilities consist of the following (in thousands): | |||||||||||||||||
January 31, 2015 | |||||||||||||||||
Gross Carrying | Accumulated | Accumulated | Net Amount | ||||||||||||||
Amount | Amortization | Impairment | |||||||||||||||
Intangible Assets Not Subject to Amortization: | |||||||||||||||||
Trade names | $ | 567,012 | $ | — | $ | (229,600 | ) | $ | 337,412 | ||||||||
Intangible Assets Subject to Amortization: | |||||||||||||||||
Customer relationships | 770 | (605 | ) | — | 165 | ||||||||||||
Below market leases | 5,274 | (3,486 | ) | — | 1,788 | ||||||||||||
Co-branded credit card agreement | 4,000 | (2,573 | ) | — | 1,427 | ||||||||||||
Franchise agreements and reacquired franchise rights | 6,625 | (3,865 | ) | — | 2,760 | ||||||||||||
16,669 | (10,529 | ) | — | 6,140 | |||||||||||||
Total other intangible assets | $ | 583,681 | $ | (10,529 | ) | $ | (229,600 | ) | $ | 343,552 | |||||||
Intangible Liabilities Subject to Amortization: | |||||||||||||||||
Above market leases (included in Lease incentives and other liabilities) | $ | (11,400 | ) | $ | 6,795 | $ | — | $ | (4,605 | ) | |||||||
The decrease in the gross carrying amount of customer relationships, below market leases, franchise agreements and reacquired franchise rights, and above market leases from February 1, 2014 to January 31, 2015, reflects the write off of certain fully amortized intangibles. | |||||||||||||||||
February 1, 2014 | |||||||||||||||||
Gross Carrying | Accumulated | Accumulated | Net Amount | ||||||||||||||
Amount | Amortization | Impairment | |||||||||||||||
Intangible Assets Not Subject to Amortization: | |||||||||||||||||
Trade names | $ | 567,494 | $ | — | $ | (17,000 | ) | $ | 550,494 | ||||||||
Intangible Assets Subject to Amortization: | |||||||||||||||||
Customer relationships | 37,551 | (36,803 | ) | — | 748 | ||||||||||||
Below market leases | 7,055 | (4,195 | ) | — | 2,860 | ||||||||||||
Co-branded credit card agreement | 4,000 | (1,958 | ) | — | 2,042 | ||||||||||||
Franchise agreements and reacquired franchise rights | 6,632 | (2,952 | ) | — | 3,680 | ||||||||||||
55,238 | (45,908 | ) | — | 9,330 | |||||||||||||
Total other intangible assets | $ | 622,732 | $ | (45,908 | ) | $ | (17,000 | ) | $ | 559,824 | |||||||
Intangible Liabilities Subject to Amortization: | |||||||||||||||||
Above market leases (included in Lease incentives and other liabilities) | $ | (16,631 | ) | $ | 9,999 | $ | — | $ | (6,632 | ) | |||||||
Indefinite-Lived Intangible Assets Impairment | |||||||||||||||||
We performed our annual impairment test of indefinite-lived intangible assets (trade names) during the fourth quarter of fiscal 2014 and concluded that these assets were not impaired. | |||||||||||||||||
In connection with our long-range planning process in the third quarter of fiscal 2014, we revised our growth assumptions based on estimates of future operations. The updated assumptions resulted in a plan that reflected slower growth in revenues and margins in the reporting units of our retail stores segment. We considered this to be a triggering event and tested our indefinite-lived intangible assets for impairment during the third quarter of fiscal 2014. As a result, we recorded a $212.6 million impairment charge in the third quarter of fiscal 2014 related to trade names of our retail stores segment, which is included as a component of goodwill and intangible asset impairment. The impairment charge recorded during the third quarter of fiscal 2014 was subject to finalization of fair values, which we completed during the fourth quarter of fiscal 2014, with no change to the previously recorded estimates. | |||||||||||||||||
Due to the impact of weak results in fiscal 2013, particularly in the fourth quarter, we recorded an impairment charge of $17.0 million related to trade names of our retail stores segment, which is included as a component of goodwill and intangible asset impairment. There was no impairment charge during fiscal 2012. | |||||||||||||||||
The Company assigned the following useful lives to its intangible assets: | |||||||||||||||||
Useful Life | Location of | ||||||||||||||||
Amortization | |||||||||||||||||
Expense | |||||||||||||||||
Trade names | Indefinite | — | |||||||||||||||
Customer relationships | 2 – 2.3 years | SG&A | |||||||||||||||
Below market leases | Remaining lease term | COGS | |||||||||||||||
Co-branded credit card agreement | 6.5 years | SG&A | |||||||||||||||
Retail franchise agreement | 6 years | SG&A | |||||||||||||||
Gymboree Play & Music reacquired franchise rights | Remaining contractual term | SG&A | |||||||||||||||
Gymboree Play & Music franchise agreements | 14 years | SG&A | |||||||||||||||
Above market leases | Remaining lease term | COGS | |||||||||||||||
Net amortization income (expense) is presented below for the fiscal years ended (in thousands): | |||||||||||||||||
January 31, 2015 | February 1, 2014 | February 2, 2013 | |||||||||||||||
Cost of goods sold - Amortization income | $ | 958 | $ | 1,446 | $ | 1,868 | |||||||||||
Selling, general and administrative expenses - Amortization expense | $ | (2,118 | ) | $ | (3,842 | ) | $ | (17,360 | ) | ||||||||
We estimate that amortization expense (income) related to intangible assets and liabilities will be as follows in each of the next five fiscal years and thereafter (in thousands): | |||||||||||||||||
Below Market | Above Market | Other | |||||||||||||||
Fiscal | Leases | Leases | Intangibles | Total | |||||||||||||
2015 | $ | 835 | $ | (1,579 | ) | $ | 1,731 | $ | 987 | ||||||||
2016 | $ | 483 | $ | (1,428 | ) | $ | 1,400 | $ | 455 | ||||||||
2017 | $ | 342 | $ | (1,016 | ) | $ | 332 | $ | (342 | ) | |||||||
2018 | $ | 110 | $ | (464 | ) | $ | 136 | $ | (218 | ) | |||||||
2019 | $ | 15 | $ | (38 | ) | $ | 136 | $ | 113 | ||||||||
Thereafter | $ | 3 | $ | (80 | ) | $ | 617 | $ | 540 |
Accrued_Liabilities
Accrued Liabilities | 12 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Accrued Liabilities | 4. Accrued Liabilities | ||||||||
Accrued liabilities consist of the following (in thousands): | |||||||||
January 31, 2015 | February 1, 2014 | ||||||||
Unredeemed gift cards, gift certificates, merchandise credits and customer deposits | $ | 24,924 | $ | 26,753 | |||||
Employee compensation related expenses | 23,705 | 20,359 | |||||||
Corporate expenses | 21,054 | 28,320 | |||||||
Accrued interest | 9,845 | 9,897 | |||||||
Store operating expenses | 7,822 | 9,199 | |||||||
Sales taxes | 1,554 | 1,645 | |||||||
Other | 5,901 | 4,130 | |||||||
Total | $ | 94,805 | $ | 100,303 | |||||
401k_Plan
401(k) Plan | 12 Months Ended |
Jan. 31, 2015 | |
401(k) Plan | 5. 401(k) Plan |
We maintain a voluntary defined contribution 401(k) plan (the “Plan”) covering employees who have met certain service and eligibility requirements. Employees may elect to contribute up to 75% of their compensation to the Plan, not to exceed the dollar limit set by law. Beginning in January 2013, we contribute $1.00 to the plan for each $1.00 contributed by an employee, up to 4% of the employee’s salary. Matching contributions to the Plan totaled approximately $2.3 million, $2.1 million and $0.2 million during fiscal 2014, 2013 and 2012, respectively. |
Line_of_Credit
Line of Credit | 12 Months Ended |
Jan. 31, 2015 | |
Line of Credit | 6. Line of Credit |
We have a senior secured asset-based revolving credit facility (“ABL”) that provides financing of up to $225 million, subject to a borrowing base. Availability under the ABL is subject to the assets of the Company, any subsidiary co-borrowers and any subsidiary guarantors that are available to collateralize the borrowings thereunder, and is reduced by the level of outstanding letters of credit. Line of credit borrowings outstanding under the ABL as of January 31, 2015 were $33.0 million. Amounts available under the ABL are reduced by letter of credit utilization totaling $29.2 million as of January 31, 2015. Undrawn availability under the ABL, after being reduced by outstanding borrowings and letter of credit utilization, was $103.3 million as of January 31, 2015. Average borrowings during fiscal 2014 and 2013 under the ABL amounted to $32.0 million and $4.3 million, respectively. Principal amounts outstanding under the ABL are due and payable in full in March 2017. | |
Borrowings under the ABL bear interest at a rate per annum equal to, at our option, either (a) a base rate determined by reference to the highest of (1) the prime rate of Bank of America, N.A., (2) the federal funds effective rate plus 0.50%, and (3) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00%, or (b) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs (“Adjusted LIBOR”), in each case plus an applicable margin. As of January 31, 2015, the interest rate was 5.5% on the first $12.0 million of line of credit borrowings outstanding and 4.0% on the remaining $21.0 million of line of credit borrowings outstanding. In addition to paying interest on outstanding principal under the ABL, we are required to pay a commitment fee on unutilized commitments thereunder, which is 0.375% per annum under the amended ABL. The ABL provides us the right to request up to $125 million of additional commitments under this facility (or, if less, the amount permitted under the Term Loan described in Note 7), subject to the satisfaction of certain conditions. | |
If at any time the aggregate amount of outstanding loans, unreimbursed letter of credit drawings and undrawn letters of credit under the ABL exceeds the lesser of (a) the commitment amount and (b) the borrowing base, we will be required to repay outstanding loans and/or cash collateralize letters of credit in an aggregate amount equal to such excess, with no reduction of the commitment amount. The ABL contains financial and other covenants that, among other things, restrict our ability to incur additional indebtedness and pay dividends. The ABL Facility also contains a financial covenant that is tested when availability under the facility falls below a specified threshold. As of January 31, 2015, we were not required to test compliance with this covenant. The obligations under the ABL are secured, subject to certain exceptions, by substantially all of our assets. Our 100%-owned domestic subsidiaries have fully and unconditionally guaranteed our obligations under the ABL. |
LongTerm_Debt
Long-Term Debt | 12 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Long-Term Debt | 7. Long-Term Debt | ||||||||
Long-term debt consists of (in thousands): | |||||||||
January 31, 2015 | February 1, 2014 | ||||||||
Term loan due February 2018, Adjusted LIBOR (with a floor of 1.5%) plus 3.5%, net of discount of $1,054 and $1,360 | $ | 768,048 | $ | 767,742 | |||||
Senior notes due December 2018, 9.125% | 346,000 | 346,000 | |||||||
Long-term debt | $ | 1,114,048 | $ | 1,113,742 | |||||
Term Loan | |||||||||
We have an agreement with several lenders for an $820 million senior secured Term Loan, with a maturity date of February 2018. The Term Loan allows us to request additional tranches of term loans in an aggregate amount not to exceed $200 million, subject to the satisfaction of certain conditions, provided such amount will be subject to reduction by the amount of any additional commitments incurred under the ABL described in Note 6. The interest rate for borrowings under the Term Loan is, at our option, a base rate plus an additional marginal rate of 2.5% or the Adjusted LIBOR rate (with a 1.5% floor) plus an additional rate of 3.5%. As of January 31, 2015, the interest rate under our Term Loan was 5%. | |||||||||
The Term Loan requires us to make quarterly payments equal to 0.25% of the original $820 million principal amount of the Term Loan made on the closing date plus accrued and unpaid interest thereon, with the balance due in February 2018. The Term Loan also has mandatory and voluntary pre-payment provisions, including a requirement that we prepay the Term Loan with a certain percentage of our annual excess cash flow. We calculated our excess cash flow using fiscal 2014 operating results and concluded we are not required to make any excess cash flow payments on the Term Loan during fiscal 2015. Voluntary prepayments and the excess cash flow prepayments made in prior fiscal years were applied toward our remaining quarterly amortization payments payable under the Term Loan through fiscal 2016. Our next quarterly payment payable under the Term Loan is due in the first quarter of fiscal 2017. | |||||||||
The obligations under the Term Loan are secured, subject to certain exceptions, by substantially all of our assets and those of our 100%-owned domestic subsidiaries. Our 100%-owned domestic subsidiaries also have fully and unconditionally guaranteed the Company’s obligations under the Term Loan. | |||||||||
Notes | |||||||||
In fiscal 2010, we issued $400 million aggregate principal amount of 9.125% senior notes due in December 2018 (the “Notes”). Interest on the Notes is payable semi-annually. If the Company or our subsidiaries sell certain assets, we generally must either invest the net cash proceeds from such sale in our business within a certain period of time, use the proceeds to prepay senior secured debt, or make an offer to purchase a principal amount of the Notes equal to the excess net cash proceeds at a redemption price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest. Upon a change in control, we may also be required to make an offer to purchase all of the Notes at a redemption price equal to 101% of the principal amount of the Notes redeemed plus accrued and unpaid interest. We may redeem the Notes, in whole or in part, upon at least 30 days prior notice, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on December 1 of each of the years indicated below: | |||||||||
Year | Percentage | ||||||||
2014 | 104.563 | % | |||||||
2015 | 102.281 | % | |||||||
2016 and thereafter | 100 | % | |||||||
The Notes are unsecured senior obligations of The Gymboree Corporation. The Company’s 100%-owned domestic subsidiaries have fully and unconditionally guaranteed the Company’s obligations under the Notes (see Note 19). The guarantees of the Notes are joint and several and will terminate upon the following circumstances: (A) the sale, exchange, disposition or transfer (by merger or otherwise) of (x) the capital stock of the guarantor providing the applicable guarantee, if after such sale, exchange, disposition or transfer such guarantor is no longer a subsidiary of The Gymboree Corporation, or (y) all or substantially all of the assets of such guarantor, (B) the release or discharge of the guarantee by such guarantor of the other indebtedness which resulted in the creation of the subsidiary guarantee by such guarantor under the Indenture, (C) the designation of such guarantor as an “unrestricted subsidiary” under the Indenture or (D) the legal defeasance, covenant defeasance or satisfaction and discharge of the Indenture, in each such case specified in clauses (A) through (D) above in accordance with the requirements therefore set forth in the Indenture. | |||||||||
During fiscal 2013, we repurchased Notes with an aggregate principal amount of $25 million for $24.8 million in cash through privately negotiated transactions (the “2013 Repurchase”). We recorded a $0.2 million gain on extinguishment of debt and a $1.0 million charge related to the write-off of deferred financing costs associated with the extinguished debt. During fiscal 2012, we repurchased Notes with an aggregate principal amount of $29 million for $26.6 million in cash in privately negotiated transactions (the “2012 Repurchase”). We recorded a $2.4 million gain on extinguishment of debt and a $1.4 million charge related to the write-off of deferred financing costs associated with the extinguished debt. | |||||||||
Future minimum principal payments on long-term debt, excluding accretion of original issue discount (“OID”) of $1.1 million, as of January 31, 2015, are as follows (in thousands): | |||||||||
Fiscal years | Principal Payments | ||||||||
2015 | $ | — | |||||||
2016 | — | ||||||||
2017 | 6,502 | ||||||||
2018 | 1,108,600 | ||||||||
Total | $ | 1,115,102 | |||||||
Interest Expense on Long-Term Debt and ABL | |||||||||
Total interest expense reported in the consolidated statements of operations includes interest expense on long-term debt and the ABL of $81.9 million, $81.6 million, and $85.6 million during fiscal 2014, 2013, and 2012, respectively. Amortization of deferred financing costs and accretion of OID are also included in interest expense. | |||||||||
Deferred Financing Costs and OID | |||||||||
Deferred financing costs allocated to the Term Loan and Notes are amortized over the term of the related financing agreements using the effective interest method. Deferred financing costs allocated to the ABL are amortized on a straight-line basis over 6.4 years. The weighted-average remaining amortization period is approximately 3.3 years as of January 31, 2015. Amortization of deferred financing costs is recorded in interest expense and was approximately $6.8 million, $6.5 million and $6.5 million during fiscal 2014, 2013, and 2012, respectively. Accretion of OID, which was not material during fiscal 2014, 2013, and 2012, is also recorded in interest expense. | |||||||||
Amortization of deferred financing costs for each of the next five fiscal years is estimated to be as follows (in thousands): | |||||||||
Fiscal years | Amount | ||||||||
2015 | $ | 7,269 | |||||||
2016 | 7,741 | ||||||||
2017 | 7,269 | ||||||||
2018 | 3,343 | ||||||||
2019 | — | ||||||||
Total | $ | 25,622 | |||||||
Derivative_Financial_Instrumen
Derivative Financial Instruments | 12 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Derivative Financial Instruments | 8. Derivative Financial Instruments | ||||||||||||||||
We enter into forward foreign exchange contracts with respect to certain purchases in United States dollars (“U.S. dollars”) of inventory to be sold in our retail stores in Canada. The purpose of these contracts is to protect our margins on the eventual sale of the inventory from fluctuations in the exchange rate for Canadian and U.S. dollars. The term of these forward foreign exchange contracts is generally less than one year. These contracts are treated as cash-flow hedges. Amounts reported in accumulated other comprehensive loss related to these forward foreign exchange contracts will be reclassified to COGS over a three-month period. We also enter into forward foreign exchange contracts with respect to short-term intercompany balances between U.S. and foreign entities in Canada and Australia. The purpose of these contracts is to protect us from fluctuations in the exchange rates upon the settlement of such balances. These contracts are not designated as hedges. Consequently, changes in the fair value of these contracts are included in other income. | |||||||||||||||||
In December 2010, we paid approximately $12.1 million to enter into interest rate caps to hedge against rising interest rates associated with the $700 million principal of our Term Loan (see Note 7) above the strike rate of the cap through December 23, 2016, the maturity date of the caps. The interest rate caps were designated on the date of execution as cash-flow hedges. The premium, and any related amounts reported in accumulated other comprehensive loss, are being amortized to interest expense through December 23, 2016, as interest payments are made on the underlying Term Loan. During fiscal 2014, 2013, and 2012, we reclassified approximately $2.1 million, $1.1 million, and $0.3 million, respectively, from accumulated other comprehensive loss to interest expense. We estimate that approximately $3.9 million will be reclassified from accumulated other comprehensive loss to interest expense within the next 12 months. | |||||||||||||||||
For a derivative instrument designated as a cash-flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income (loss) and is subsequently recognized in earnings when the hedged exposure is recognized in earnings. Gains or losses on the derivative representing either hedge components excluded from the assessment of effectiveness or hedge ineffectiveness are recognized in earnings. | |||||||||||||||||
We had the following outstanding derivatives designated as cash flow hedges (U.S. dollars in thousands): | |||||||||||||||||
January 31, 2015 | February 1, 2014 | ||||||||||||||||
Number of | Notional | Number of | Notional | ||||||||||||||
Instruments | (USD) | Instruments | (USD) | ||||||||||||||
Interest rate derivatives | |||||||||||||||||
Purchased interest rate caps | 4 | $ | 700,000 | 4 | $ | 700,000 | |||||||||||
Foreign exchange derivatives | |||||||||||||||||
Forward foreign exchange contracts | 6 | 4,633 | 6 | 5,029 | |||||||||||||
Total | 10 | $ | 704,633 | 10 | $ | 705,029 | |||||||||||
In addition to the cash flow hedges above, the Company had two forward foreign exchange contracts with a notional amount of $10.3 million that were not designated as hedges as of February 1, 2014. There were no forward foreign exchange contracts that were not designated as hedges as of January 31, 2015. | |||||||||||||||||
The table below presents the fair value of all of our derivative financial instruments as well as their classification on the consolidated balance sheets (in thousands) (see Note 2). | |||||||||||||||||
January 31, 2015 | February 1, 2014 | ||||||||||||||||
Derivative | Derivative | ||||||||||||||||
Assets | Assets | ||||||||||||||||
Other Assets | |||||||||||||||||
Purchased interest rate caps | $ | 17 | $ | 599 | |||||||||||||
Forward foreign exchange contracts | 96 | 348 | |||||||||||||||
Total | $ | 113 | $ | 947 | |||||||||||||
The tables below present the effect of all of our derivative financial instruments on the consolidated statements of operations and comprehensive loss (in thousands). No amounts were reclassified from accumulated other comprehensive loss into earnings as a result of forecasted transactions that failed to occur or as a result of hedge ineffectiveness (see Note 14). | |||||||||||||||||
Year Ended January 31, 2015 | |||||||||||||||||
Gains / (Losses) | Location of Gains | Gains / (Losses) | |||||||||||||||
Recognized in OCI | (Losses) Reclassified | Reclassified from | |||||||||||||||
on Derivative | from Accumulated | Accumulated OCI | |||||||||||||||
(Effective Portion) | OCI into Income | into Income | |||||||||||||||
(Effective Portion) | (Effective Portion) | ||||||||||||||||
Interest rate caps | $ | (582 | ) | Interest expense | $ | (2,062 | ) | ||||||||||
Forward foreign exchange contracts | 290 | Cost of goods sold | 455 | ||||||||||||||
Total | $ | (292 | ) | $ | (1,607 | ) | |||||||||||
Year Ended February 1, 2014 | |||||||||||||||||
Gains / (Losses) | Location of Gains | Gains / (Losses) | |||||||||||||||
Recognized in OCI | (Losses) Reclassified | Reclassified from | |||||||||||||||
on Derivative | from Accumulated | Accumulated OCI | |||||||||||||||
(Effective Portion) | OCI into Income | into Income | |||||||||||||||
(Effective Portion) | (Effective Portion) | ||||||||||||||||
Interest rate caps | $ | (365 | ) | Interest expense | $ | (1,135 | ) | ||||||||||
Forward foreign exchange contracts | 715 | Cost of goods sold | 266 | ||||||||||||||
Total | $ | 350 | $ | (869 | ) | ||||||||||||
Year Ended February 2, 2013 | |||||||||||||||||
Gains / (Losses) | Location of Gains | Gains / (Losses) | |||||||||||||||
Recognized in OCI | (Losses) Reclassified | Reclassified from | |||||||||||||||
on Derivative | from Accumulated | Accumulated OCI | |||||||||||||||
(Effective Portion) | OCI into Income | into Income | |||||||||||||||
(Effective Portion) | (Effective Portion) | ||||||||||||||||
Interest rate caps | $ | (396 | ) | Interest expense | $ | (300 | ) | ||||||||||
Forward foreign exchange contracts | (33 | ) | Cost of goods sold | 81 | |||||||||||||
Total | $ | (429 | ) | $ | (219 | ) | |||||||||||
Lease_Incentives_and_Other_Lia
Lease Incentives and Other Liabilities | 12 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Lease Incentives and Other Liabilities | 9. Lease Incentives and Other Liabilities | ||||||||
Lease incentives and other liabilities consist of the following (in thousands): | |||||||||
January 31, 2015 | February 1, 2014 | ||||||||
Above market leases | $ | 4,605 | $ | 6,632 | |||||
Deferred rent | 20,822 | 15,583 | |||||||
Lease allowances | 25,579 | 24,673 | |||||||
Other | 2,671 | 3,544 | |||||||
Total | $ | 53,677 | $ | 50,432 | |||||
Leases
Leases | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Leases | 10. Leases | ||||||||||||
Operating Leases | |||||||||||||
We lease our retail store locations, corporate headquarters, certain warehouse space and certain fixtures and equipment under operating leases. The leases expire at various dates through fiscal 2026. Store leases typically have 10-year terms and some include a cancellation clause if minimum revenue levels are not achieved during a specified 12-month period during the lease term. Some leases are structured with a minimum rent component plus a percentage rent based on the store’s net sales in excess of a certain threshold. Substantially all of the leases require us to pay insurance, utilities, real estate taxes, and common area repair and maintenance expenses. Future minimum rental payments under non-cancelable operating leases as of January 31, 2015 are as follows (in thousands): | |||||||||||||
Fiscal years | Amount | ||||||||||||
2015 | $ | 103,433 | |||||||||||
2016 | 94,980 | ||||||||||||
2017 | 83,535 | ||||||||||||
2018 | 63,100 | ||||||||||||
2019 | 48,618 | ||||||||||||
Thereafter | 122,684 | ||||||||||||
Total future minimum lease payments | $ | 516,350 | |||||||||||
Rent expense, including other lease required expenses such as common area maintenance expenses, real estate taxes, and utilities, were as follows for the fiscal years ended (in thousands): | |||||||||||||
January 31, 2015 | February 1, 2014 | February 2, 2013 | |||||||||||
Minimum rent | $ | 107,927 | $ | 102,482 | $ | 97,092 | |||||||
Other lease required expenses | 55,268 | 53,678 | 50,017 | ||||||||||
Percentage rent expense | 845 | 788 | 551 | ||||||||||
Amortization income of above and below market leases, net | (958 | ) | (1,446 | ) | (1,868 | ) | |||||||
Total rent expense | $ | 163,082 | $ | 155,502 | $ | 145,792 | |||||||
Capital Lease | |||||||||||||
During fiscal 2013, we outsourced the fulfillment of www.gymboree.com online customer orders to a third-party fulfillment center in Ohio, under an operating services agreement. The agreement provides us with warehousing, fulfillment and logistics services. Certain assets under the operating services agreement, including leasehold improvements, equipment and software, are treated as a capital lease which commenced in the third quarter of fiscal 2013 and ends in fiscal 2019. Assets recorded under this capital lease were recorded at the present value of minimum lease payments and are amortized over the lease term. Amortization of the capital lease assets, which is included in SG&A in our consolidated statements of operations, amounted to $0.7 million and $0.3 million during fiscal 2014 and 2013, respectively. As of January 31, 2015 and February 1, 2014, the following assets under capital lease are included under the line property and equipment in our consolidated balance sheets (in thousands): | |||||||||||||
January 31, 2015 | February 1, 2014 | ||||||||||||
Leasehold improvements | $ | 1,776 | $ | 1,776 | |||||||||
Furniture, fixtures and equipment | 2,326 | 2,326 | |||||||||||
Total assets under capital lease | 4,102 | 4,102 | |||||||||||
Less: Accumulated amortization | (1,011 | ) | (297 | ) | |||||||||
Net assets under capital lease | $ | 3,091 | $ | 3,805 | |||||||||
Annual future minimum obligations under capital lease for each of the next five years, as of January 31, 2015, are as follows (in thousands): | |||||||||||||
Fiscal Years | Capital Leases | ||||||||||||
2015 | $ | 838 | |||||||||||
2016 | 838 | ||||||||||||
2017 | 838 | ||||||||||||
2018 | 838 | ||||||||||||
2019 | 876 | ||||||||||||
Total minimum lease payments | 4,228 | ||||||||||||
Less amount representing interest | (826 | ) | |||||||||||
Total future minimum lease payments | 3,402 | ||||||||||||
Less current portion of obligation under capital lease | (552 | ) | |||||||||||
Obligations under capital lease, less current portion | $ | 2,850 | |||||||||||
The Company capitalized asset retirement costs and recorded a related asset retirement obligation of $2.0 million at inception of the capital lease for restoration of the leased property to its original condition upon completion of the agreement. These items are included in leasehold improvements and lease incentives and other liabilities, respectively in our consolidated balance sheets. As of January 31, 2105, the asset retirement obligation increased to $2.1 million as a result of accretion expense during fiscal 2014. |
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Share-Based Compensation | 11. Share-Based Compensation | ||||||||||||
2010 Equity Incentive Plan | |||||||||||||
Parent maintains the Giraffe Holding, Inc. 2010 Equity Incentive Plan (the “2010 Plan”) under which non-qualified stock options and other equity-based awards may be granted to eligible employees and directors of, and consultants and advisors to, Parent and its subsidiaries. A maximum of 11,622,231 shares of Parent’s Class A common stock (“Class A common stock”) and 1,291,359 shares of Parent’s Class L common stock (“Class L common stock”) may be delivered in satisfaction of awards granted under the 2010 Plan. As of January 31, 2015, there were 3,975,813 shares of Class A common stock and 441,757 shares of Class L common stock available for the grant of future awards under the 2010 Plan. Shares of stock delivered under the 2010 Plan may be authorized but unissued shares of stock or previously issued shares of stock acquired by Parent. | |||||||||||||
Class L common stock is a combination of preferred stock and common stock. Each share of Class L common stock, whenever issued, has a “liquidation preference” that initially equals $36.00 and will grow at a rate equal to fifteen percent (15%) per year, compounded quarterly. Each share of Class L common stock also includes all of the economic rights included in one share of Class A common stock. | |||||||||||||
Class A common stock behaves like standard common stock. Class A common stock does not have a specified liquidation preference like the Class L common stock described above. The shares of Class A common stock will participate in all future appreciation of the value of Parent after the Class L common stock liquidation preference has been satisfied. The holders of Class A common stock and Class L common stock generally vote as a single class. | |||||||||||||
Upon liquidation, after the payment of all required distributions to the holders of Class L common stock, the holders of all of the common shares (both Class A and Class L) will receive all remaining distributions ratably as a single class. The Class A and Class L common stock will share ratably in any non-liquidating distributions. Class L common stock will convert into Class A common stock if Parent is taken public in the future. Upon a sale of all or substantially all of the business or assets of Parent and its subsidiaries, holders of a majority of the shares of Class L common stock may elect to convert the Class L common stock into Class A common stock. | |||||||||||||
Stock Options | |||||||||||||
The following table summarizes the stock option activity during fiscal 2014: | |||||||||||||
Number of options | Weighted-average | Weighted-average | |||||||||||
(in thousands) | exercise price per | remaining contractual | |||||||||||
option | life (in years) | ||||||||||||
Outstanding at February 1, 2014 | 896 | $ | 45.23 | 7.5 | |||||||||
Granted | 795 | $ | 28 | ||||||||||
Forfeited | (882 | ) | $ | 44.94 | |||||||||
Outstanding at January 31, 2015 | 809 | $ | 28.61 | 9.6 | |||||||||
Vested and expected to vest at January 31, 2015 (1) | 678 | $ | 28.72 | 9.6 | |||||||||
Exercisable at January 31, 2015 | 175 | $ | 30.65 | 8.9 | |||||||||
-1 | The expected to vest options are the result of applying the pre-vesting forfeiture rate assumptions to total unvested options outstanding. | ||||||||||||
The outstanding options granted by Parent to employees of the Company allow each grantee to purchase units of shares of Parent’s Class A and Class L common stock. Each unit consists of 9 shares of Parent’s Class A and 1 share of Class L common stock. The fair value of a unit was determined to be $8.50, $45.00, and $47.44 for fiscal 2014, 2013, and 2012, respectively, by the Company using the Option Pricing Method, which considers the various equity securities as call options on the total equity value, giving consideration to the rights and preferences of each class of equity. The various classes of equity are modeled as call options that give their owners the right, but not the obligation, to buy the underlying equity value at a predetermined (or exercise) price. The options each have a term of ten years and vest over a five-year period based only on time-based service conditions. | |||||||||||||
The weighted-average fair value of options granted under the 2010 Plan was estimated to be $4.43, $30.49, and $31.80 per unit on the date of grant using the Black-Scholes option valuation model for fiscal 2014, 2013, and 2012, respectively. For purposes of this model, no dividends have been assumed. Expected stock price volatility was determined based on the historical and implied volatilities of comparable companies and based on each of the guideline company’s longest term traded options, where available. The risk-free interest rate was based on United States Treasury yields in effect at the time of the grant for notes with comparable terms as the awards. | |||||||||||||
The fair value of each stock option granted was estimated using the assumptions below for the fiscal years ended: | |||||||||||||
January 31, 2015 | February 1, 2014 | February 2, 2013 | |||||||||||
Expected dividend rate | 0 | % | 0 | % | 0 | % | |||||||
Expected volatility | 80.9 | % | 75.2 | % | 74.4 | % | |||||||
Risk-free interest rate | 2.1 | % | 1.4 | % | 1.2 | % | |||||||
Expected lives (years) | 6.5 | 6.5 | 6.5 | ||||||||||
As of January 31, 2015, there was approximately $8.6 million of unrecognized compensation (net of estimated forfeitures) cost related to stock options, which is expected to be recognized over a weighted-average period of 4.7 years. | |||||||||||||
Restricted Units | |||||||||||||
Stock-based compensation cost for restricted units (“RUs”) is measured based on the value of the Company’s stock on the grant date. RU awards vest over a three-year period based only on time-based service conditions. The expense for these awards, net of estimated forfeitures, is recorded over the requisite service period based on the number of awards that are expected to be earned. | |||||||||||||
A summary of RU activity under the Company’s Incentive Plan was as follows: | |||||||||||||
Number of RUs | Weighted-average | ||||||||||||
(in thousands) | grant date fair value | ||||||||||||
Outstanding at February 1, 2014 | 35 | $ | 45 | ||||||||||
Granted | — | $ | — | ||||||||||
Vested | (13 | ) | $ | 45 | |||||||||
Forfeited | (3 | ) | $ | 45 | |||||||||
Outstanding at January 31, 2015 | 19 | $ | 45 | ||||||||||
As of January 31, 2015, there was $0.7 million of total unrecognized compensation cost (net of estimated forfeitures) related to unvested RUs that is expected to be recognized over a weighted average period of 1.5 years. The total fair value of RUs that vested during fiscal 2014 and 2013 was $0.1 million and $0.4 million, respectively. As of January 31, 2015, the aggregate intrinsic value of the outstanding RUs was $0.2 million. | |||||||||||||
Share-Based Compensation Expense | |||||||||||||
Share-based compensation expense included as a component of SG&A expenses was $4.6 million, $5.8 million, and $4.3 million during fiscal 2014, 2013, and 2012, respectively. We include an estimate of forfeitures in determining share-based compensation expense. Fiscal 2014 includes $0.3 million of incremental share-based compensation expense related to a modification of employee stock options. The terms of the modification include changes in exercise price and vesting period for 65 employees with stock options that were outstanding as of December 12, 2014. As of January 31, 2015, there was approximately $0.9 million of unrecognized incremental compensation expense related to the modification that will be recognized over a period of 4.9 years. | |||||||||||||
We recognized $0.4 million of income tax expense, before valuation allowance, related to share-based compensation expense during fiscal 2014. We recognized $1.4 million and $0.7 million of income tax benefits, before valuation allowance, related to share-based compensation expense during fiscal 2013 and 2012, respectively. In the third quarter of fiscal 2013, we established a valuation allowance against certain deferred tax assets, which eliminates existing tax benefits related to share-based compensation expense in the current and prior years. For fiscal 2014, 2013, and 2012 we reported no excess tax benefits as financing cash inflows. | |||||||||||||
2013 Gymboree China Phantom Equity Incentive Plan | |||||||||||||
Units awarded under the Company’s 2013 Gymboree China Phantom Equity Incentive Plan (the “Phantom Plan”) represent a hypothetical equity interest in Gymboree Hong Kong Limited, the unconsolidated direct parent of the VIEs (“Gymboree HK”). The Company is a member of a related party group that controls Gymboree HK. Units may be granted to eligible employees and directors of, and consultants and advisors to, the Company and its subsidiaries. Each award gives the holder of the award the conditional right to receive, in accordance with the terms of the Phantom Plan and the award, a specified interest in the value of the “Pool.” For this purpose, the “Pool” means an amount of cash equal to 10% of the amount by which the sum of the amount of cash and the fair market value of marketable securities, in each case, received by Bain Fund X, L.P. and its permitted transferees in respect of shares of common stock of Gymboree HK they beneficially own exceeds a number equal to $12 million plus the amount of any additional equity investment, whether direct or indirect, by the Bain Fund X, L.P. and its permitted transferees in Gymboree HK. Under a form of award adopted under the Phantom Plan on September 12, 2013, each award will conditionally vest as to 20% of the Units subject to the award on each of the first five anniversaries of the date specified by the Plan administrator, subject to continued employment or service with the Company through the applicable anniversary. The compensation committee of the Board of Directors of the Company currently serves as the administrator of the Phantom Plan. | |||||||||||||
Each award will only vest and become payable if a “Payment Event” (an occurrence of sale or a qualified IPO as defined in the Phantom Plan) occurs at a time when the award is outstanding. Upon the occurrence of a Payment Event, the Company is obligated to make a payment in cash to the holder of the award equal to the product of (i) the value of the Pool and (ii) (A) the number of conditionally vested Units that were outstanding under the participant’s award immediately prior to the Payment Event divided by (B) 1,000,000. All Units subject to the award will conditionally vest in full upon the occurrence of a “Sale” (as defined in the Phantom Plan). If the Payment Event is not a Sale, any portion of an award that is not then conditionally vested will remain eligible to conditionally vest in accordance with its original conditional vesting schedule. With respect to Units that conditionally vest after the occurrence of a Payment Event, if any, on the date such Units conditionally vest, the Company will make a payment in cash to the holder of the award equal to the product of (i) the value of the Pool and (ii) (A) the number of Units that conditionally vested on such date divided by (B) 1,000,000. | |||||||||||||
A summary of activity under the Phantom Plan was as follows: | |||||||||||||
Number of units | |||||||||||||
(in thousands) | |||||||||||||
Outstanding at February 1, 2014 | 687 | ||||||||||||
Granted | 99 | ||||||||||||
Forfeited | (109 | ) | |||||||||||
Outstanding at January 31, 2015 | 677 | ||||||||||||
Since payment is contingent upon a Payment Event, share-based compensation expense will be recorded on these awards in the period that a Payment Event occurs. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Income Taxes | 12. Income Taxes | ||||||||||||
The pre-tax (loss) income attributable to foreign and domestic operations was as follows for the fiscal years ended (in thousands): | |||||||||||||
January 31, 2015 | February 1, 2014 | February 2, 2013 | |||||||||||
Foreign | $ | (21,813 | ) | $ | (4,372 | ) | $ | 3,910 | |||||
United States | (632,118 | ) | (203,435 | ) | (19,949 | ) | |||||||
Total | $ | (653,931 | ) | $ | (207,807 | ) | $ | (16,039 | ) | ||||
The provision for (benefit from) income taxes consists of the following for the fiscal years ended (in thousands): | |||||||||||||
January 31, 2015 | February 1, 2014 | February 2, 2013 | |||||||||||
Current: | |||||||||||||
Federal | $ | (510 | ) | $ | 2,065 | $ | (1,967 | ) | |||||
State | 2,360 | 2,214 | 1,476 | ||||||||||
Foreign | 2,796 | (2,882 | ) | 1,864 | |||||||||
Total current | 4,646 | 1,397 | 1,373 | ||||||||||
Deferred: | |||||||||||||
Federal | (71,131 | ) | (3,291 | ) | (4,909 | ) | |||||||
State | (8,072 | ) | 1,821 | (1,441 | ) | ||||||||
Foreign | 737 | (1,383 | ) | (659 | ) | ||||||||
Total deferred | (78,466 | ) | (2,853 | ) | (7,009 | ) | |||||||
Total benefit | $ | (73,820 | ) | $ | (1,456 | ) | $ | (5,636 | ) | ||||
A reconciliation of the statutory federal income tax rate with our effective income tax rate was as follows for the fiscal years ended: | |||||||||||||
January 31, 2015 | February 1, 2014 | February 2, 2013 | |||||||||||
Statutory federal rate | 35 | % | 35 | % | 35 | % | |||||||
State income taxes, net of income tax benefit | 0.8 | 1.1 | 5.4 | ||||||||||
Non-deductible transaction costs | — | — | (0.2 | ) | |||||||||
Increase in valuation allowances | (3.8 | ) | (12.7 | ) | (3.1 | ) | |||||||
Impact of foreign operations | |||||||||||||
(net of foreign tax deductions/credit) | (0.1 | ) | (0.6 | ) | (7.3 | ) | |||||||
Non-deductible goodwill impairment | (20.3 | ) | (23.6 | ) | — | ||||||||
Cancellation of non-qualified stock options | (0.3 | ) | (0.3 | ) | (5.0 | ) | |||||||
Reserves | — | 0.4 | (4.6 | ) | |||||||||
Federal credits | 0.1 | 0.9 | 12.3 | ||||||||||
Enhanced charitable contributions | 0.1 | 0.3 | 2.5 | ||||||||||
Other | 0.2 | — | 5.5 | ||||||||||
Effective tax rate | 11.7 | 0.5 | 40.5 | ||||||||||
Noncontrolling interest | (0.4 | ) | 0.2 | (5.4 | ) | ||||||||
Total effective tax rate | 11.3 | % | 0.7 | % | 35.1 | % | |||||||
Temporary differences and carryforwards, which give rise to deferred tax assets and liabilities, were as follows (in thousands): | |||||||||||||
January 31, 2015 | February 1, 2014 | ||||||||||||
Deferred tax assets: | |||||||||||||
Inventory | $ | 8,031 | $ | 4,803 | |||||||||
Deferred revenue | 2,858 | 3,193 | |||||||||||
State taxes | 4,160 | 7,052 | |||||||||||
Reserves | 7,152 | 9,341 | |||||||||||
Stock compensation | 4,159 | 4,603 | |||||||||||
Deferred rent | 9,594 | 7,814 | |||||||||||
Net operating loss carryforwards | 37,463 | 25,500 | |||||||||||
Charitable contribution carryovers | 5,299 | 4,092 | |||||||||||
Tax credits | 7,400 | 7,035 | |||||||||||
Other | 7,387 | 6,297 | |||||||||||
Gross deferred tax assets | 93,503 | 79,730 | |||||||||||
Valuation allowance | (58,582 | ) | (31,918 | ) | |||||||||
Total deferred tax assets | $ | 34,921 | $ | 47,812 | |||||||||
Deferred tax liabilities: | |||||||||||||
Prepaid expenses | (2,317 | ) | (2,136 | ) | |||||||||
Fixed asset basis differences | (17,096 | ) | (24,737 | ) | |||||||||
Intangibles | (131,325 | ) | (214,201 | ) | |||||||||
Other | (5,449 | ) | (6,304 | ) | |||||||||
Total deferred tax liabilities | $ | (156,187 | ) | $ | (247,378 | ) | |||||||
Net deferred tax liabilities | $ | (121,266 | ) | $ | (199,566 | ) | |||||||
As of January 31, 2015 and February 1, 2014, the total valuation allowance against deferred tax assets was $58.6 million and $31.9 million, respectively. We establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. We consider all available positive and negative evidence in evaluating whether a valuation allowance is required, including prior earnings history, actual earnings over the previous 12 quarters on a cumulative basis, carryback and carryforward periods, and tax planning strategies that could potentially enhance the likelihood of realization of a deferred tax asset. We continue to have a valuation allowance against all net deferred tax assets in U.S. federal and unitary state jurisdictions, excluding indefinite-lived deferred tax assets and liabilities, and against the tax benefit on losses from our VIEs. In the fourth quarter of fiscal 2014, we also recorded a valuation allowance against the net deferred tax assets in Australia, as it is more likely than not that all of the deferred tax assets will not be realized. We intend to maintain a valuation allowance until sufficient positive evidence exists to support its reversal. | |||||||||||||
As of January 31, 2015, our net operating loss carryforwards and tax credit carryforwards, with expiration dates, were as follows (in millions): | |||||||||||||
January 31, 2015 | Expiration Dates | ||||||||||||
Federal net operating loss | $ | 85.1 | 2030 to 2034 | ||||||||||
State net operating loss | $ | 44.7 | 2023 to 2034 | ||||||||||
China net operating loss | $ | 16.4 | 2016 to 2019 | ||||||||||
Tax credits | $ | 6.6 | 2015 to 2034 | ||||||||||
Other tax credits | $ | 1 | Indefinite | ||||||||||
We had unrecognized tax benefits of $5.6 million, $6.6 million, and $8.6 million as of fiscal year-end 2014, 2013 and 2012, respectively. Below is a reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended (in thousands): | |||||||||||||
January 31, 2015 | February 1, 2014 | February 2, 2013 | |||||||||||
Balance at beginning of period | $ | 6,565 | $ | 8,562 | $ | 7,316 | |||||||
Gross increases - tax positions in current period | 473 | 814 | 712 | ||||||||||
Gross increases - tax positions in prior period | 322 | 335 | 1,600 | ||||||||||
Gross decreases - tax positions in prior period | (1,217 | ) | (2,187 | ) | 3 | ||||||||
Settlements | (31 | ) | (178 | ) | (618 | ) | |||||||
Lapsed statutes of limitations | (241 | ) | (353 | ) | (448 | ) | |||||||
Decreases based on currency translation adjustments | (233 | ) | (428 | ) | (3 | ) | |||||||
Balance at end of period | $ | 5,638 | $ | 6,565 | $ | 8,562 | |||||||
As of fiscal year-end 2014, 2013, and 2012, $3.5 million, $3.6 million, and $7.4 million, respectively, of unrecognized tax benefits would affect the effective tax rate if recognized. Additionally, as of fiscal year-end 2014, 2013, and 2012, $2.1 million, $3.0 million, and $1.1 million, respectively, of unrecognized tax benefits would result in adjustments to other tax accounts if recognized. | |||||||||||||
We recognize interest and penalties on income tax contingencies in income tax expense. We recognized income tax expense of $33,000, an income tax benefit of $102,000, and an income tax benefit of $342,000 during fiscal 2014, 2013, and 2012, respectively, related to interest expense on income taxes. We also recognized income tax benefits of $58,000, $70,000, and $9,000 during fiscal 2014, 2013, and 2012, respectively, related to penalties on income taxes. As of January 31, 2015, we had a liability for interest on income taxes of $919,000 and a liability for penalties on income taxes of $568,000. As of February 1, 2014, we had a liability for interest on income taxes of $889,000 and a liability for penalties on income taxes of $626,000. | |||||||||||||
We believe that it is reasonably possible that the total amount of unrecognized tax benefits of $5.6 million as of January 31, 2015 will decrease by as much as $0.7 million during the next twelve months due to the resolution of certain tax contingencies and lapses of applicable statutes of limitations. | |||||||||||||
The Company and its domestic subsidiaries file income tax returns with federal, state and local tax authorities within the United States. Our foreign affiliates file income tax returns in various foreign jurisdictions, the most significant of which is Canada. With few exceptions, we are no longer subject to United States federal, state, local or foreign examinations by tax authorities for tax years before 2007. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||
Commitments and Contingencies | 13. Commitments and Contingencies | ||||||||||||||||||||
Commitments | |||||||||||||||||||||
Amounts representing estimated inventory and other purchase obligations used in the normal course of business as of January 31, 2015 are as follows: | |||||||||||||||||||||
Payments due by period | |||||||||||||||||||||
Less than | |||||||||||||||||||||
($ in thousands) | 1 year | 1-3 years | 3-5 years | After 5 years | Total | ||||||||||||||||
Inventory purchase obligations (1) | $ | 199,142 | $ | — | $ | — | $ | — | $ | 199,142 | |||||||||||
Other purchase obligations (2) | 24,004 | 31,629 | 24,754 | 1,707 | 82,094 | ||||||||||||||||
Total contractual cash obligations | $ | 223,146 | $ | 31,629 | $ | 24,754 | $ | 1,707 | $ | 281,236 | |||||||||||
-1 | Inventory purchase obligations include outstanding purchase orders for merchandise inventories that are enforceable and legally binding on the Company and that specify all significant terms (including fixed or minimum quantities to be purchased), fixed, minimum or variable price provisions, and the approximate timing of the transaction. | ||||||||||||||||||||
-2 | Other purchase obligations include annual commitments of approximately $8.8 million through the second quarter of 2019 under the operating services agreement related to a third party fulfillment center (see Note 10). Also included in other purchase obligations are commitments for professional services, information technology and fixtures and equipment. | ||||||||||||||||||||
Contingencies | |||||||||||||||||||||
From time to time, we are subject to various legal actions arising in the ordinary course of our business. Many of these legal actions raise complex factual and legal issues, which are subject to uncertainties. We cannot predict with reasonable assurance the outcome of these legal actions brought against us. Accordingly, any settlements or resolutions in these legal actions may occur and affect our net income in the quarter of such settlement or resolution. However, we do not believe that the outcome of any legal actions would have a material effect on our consolidated financial statements taken as a whole. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Loss | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Accumulated Other Comprehensive Loss | 14. Accumulated Other Comprehensive Loss | ||||||||||||
The following table shows the components of accumulated other comprehensive loss (“OCI”), net of tax, for the fiscal years ended (in thousands): | |||||||||||||
January 31, 2015 | February 1, 2014 | February 2, 2013 | |||||||||||
Foreign currency translation | $ | (7,043 | ) | $ | 623 | $ | 808 | ||||||
Accumulated changes in fair value of derivative financial instruments, net of tax benefit of $3,982 | (4,188 | ) | (5,503 | ) | (6,722 | ) | |||||||
Total accumulated other comprehensive loss | $ | (11,231 | ) | $ | (4,880 | ) | $ | (5,914 | ) | ||||
Changes in accumulated OCI balance by component were as follows for the fiscal years ended (in thousands): | |||||||||||||
January 31, 2015 | |||||||||||||
Derivatives | Foreign Currency | Total Accumulated | |||||||||||
Comprehensive (Loss) | |||||||||||||
Income Including | |||||||||||||
Noncontrolling Interest | |||||||||||||
Beginning balance | $ | (5,503 | ) | $ | 623 | $ | (4,880 | ) | |||||
Other comprehensive loss recognized before reclassifications | (292 | ) | (8,108 | ) | (8,400 | ) | |||||||
Amounts reclassified from accumulated other comprehensive loss to earnings | 1,607 | — | 1,607 | ||||||||||
Net current-period other comprehensive income (loss) | 1,315 | (8,108 | ) | (6,793 | ) | ||||||||
Other comprehensive loss attributable to noncontrolling interest | — | 442 | 442 | ||||||||||
Ending balance | $ | (4,188 | ) | $ | (7,043 | ) | $ | (11,231 | ) | ||||
February 1, 2014 | |||||||||||||
Derivatives | Foreign Currency | Total Accumulated | |||||||||||
Comprehensive (Loss) | |||||||||||||
Income Including | |||||||||||||
Noncontrolling Interest | |||||||||||||
Beginning balance | $ | (6,722 | ) | $ | 808 | $ | (5,914 | ) | |||||
Other comprehensive income recognized before reclassifications | 350 | 26 | 376 | ||||||||||
Amounts reclassified from accumulated other comprehensive loss to earnings | 869 | — | 869 | ||||||||||
Net current-period other comprehensive income | 1,219 | 26 | 1,245 | ||||||||||
Other comprehensive income attributable to noncontrolling interest | — | (211 | ) | (211 | ) | ||||||||
Ending balance | $ | (5,503 | ) | $ | 623 | $ | (4,880 | ) | |||||
February 2, 2013 | |||||||||||||
Derivatives | Foreign Currency | Total Accumulated | |||||||||||
Comprehensive (Loss) | |||||||||||||
Income Including | |||||||||||||
Noncontrolling Interest | |||||||||||||
Beginning balance | $ | (6,579 | ) | $ | 754 | $ | (5,825 | ) | |||||
Other comprehensive (loss) income recognized before reclassifications | (429 | ) | 112 | (317 | ) | ||||||||
Amounts reclassified from accumulated other comprehensive loss to earnings | 219 | — | 219 | ||||||||||
Tax benefit | 67 | — | 67 | ||||||||||
Net current-period other comprehensive (loss) income | (143 | ) | 112 | (31 | ) | ||||||||
Other comprehensive income attributable to noncontrolling interest | — | (58 | ) | (58 | ) | ||||||||
Ending balance | $ | (6,722 | ) | $ | 808 | $ | (5,914 | ) | |||||
Dividends
Dividends | 12 Months Ended |
Jan. 31, 2015 | |
Dividends | 15. Dividends |
During fiscal 2014, 2013 and 2012, we distributed $0.2 million, $0.9 million and $3.3 million, respectively, in the form of a dividend to our indirect parent, Giraffe Holding, Inc. (“Parent”). The dividend was used by Parent’s shareholders, which are investment funds sponsored by Bain Capital Partners, LLC (“Bain Capital”), to repurchase shares. | |
During fiscal 2013, we distributed $6.7 million in the form of a dividend to Parent, which was used by Parent’s shareholders to fund part of their equity investment in the VIE (see Note 18). | |
Equity investments received by the VIE as capital contributions from affiliate of Parent during fiscal 2014, 2013 and 2012 were $1.0 million, $15.9 million and $1.6 million, respectively. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Jan. 31, 2015 | |
Related Party Transactions | 16. Related Party Transactions |
Management Agreement | |
On October 23, 2010, Acquisition Sub and Parent entered into a management agreement with Bain Capital pursuant to which Bain Capital agreed to provide certain management services to Acquisition Sub and Parent until December 31, 2020 (unless terminated earlier), with evergreen one-year extensions thereafter. We have assumed the obligations of Acquisition Sub under this agreement by operation of law as a result of the Transaction. In April 2012, Parent, Bain Capital and the Company entered into a first amended and restated management agreement. Pursuant to such agreement (as amended and restated), Bain Capital is entitled to receive an aggregate annual management fee equal to $3 million, which fee will be reduced by $270,000 until such time as Bain Capital notifies the Company in writing, and reimbursement for out-of-pocket expenses incurred by it or its affiliates in connection with the provision of services pursuant to the agreement or otherwise related to its investment. These amounts are recorded as a component of SG&A expenses in our consolidated statement of operations. | |
The management agreement provides that Bain Capital is entitled to receive fees in connection with certain subsequent financing, acquisition, disposition and change of control transactions of 1% of the gross transaction value of any such transaction. The management agreement includes customary exculpation and indemnification provisions in favor of Bain Capital and its affiliates. The management agreement may be terminated by Bain Capital at any time and will terminate automatically upon an initial public offering or a change of control unless the Company and the counterparty to the management agreement determine otherwise. Upon termination, each provider of management services will be entitled to a termination fee calculated based on the present value of the annual fees due during the remaining period from the date of termination to December 31, 2020, or the then-applicable scheduled date for termination of the management agreement. | |
Franchise Agreements | |
In November 2011, Gymboree Play Programs, Inc. (“GPPI”), a wholly owned subsidiary of the Company, entered into a five-year Master Service Agreement (the “Master Service Agreement”) with Gymboree Tianjin, an affiliate of the Company and indirect subsidiary of Gymboree Holding, Ltd., to service all of the unit franchises in the People’s Republic of China (“PRC”) Territory and provide certain services to the Company in connection with such unit franchises. Under the terms of the Master Service Agreement, Gymboree Tianjin purchased product and equipment from us and collected royalties and franchise fees from unit franchises within the PRC Territory on our behalf. As consideration for Gymboree Tianjin’s obligations under the Master Service Agreement, Tianjin was entitled to retain a fee from the payment due to GPPI. In November 2012, we modified the Master Service Agreement to enable Gymboree Tianjin to enter into agreements directly with the Unit Franchises and issue tax invoices to the Unit Franchises. Effective November 2012, GPPI no longer records royalty revenue, franchise fee revenue and expenses for fees charged by Gymboree Tianjin. Royalties and franchise fees collected by Gymboree Tianjin are reported by Gymboree Tianjin as revenue, in exchange for servicing all of the unit franchises in the PRC. Fees earned for ongoing consultation services provided to Gymboree Tianjin are reported as revenue by us and expenses by Gymboree Tianjin. Intercompany revenues and expenses have been eliminated upon consolidation. | |
In April 2014, the Master Service Agreement was cancelled and GPPI entered into a 10-year master franchise agreement with Gymboree Tianjin. Effective April 2014, Gymboree Tianjin became the master franchisor of Play & Music centers in the PRC Territory, with the rights to operate primary Play & Music centers, award and service unit franchises in the PRC. GPPI will receive a percentage of royalties and franchise fees earned by Gymboree Tianjin. Intercompany revenues and expenses have been eliminated upon consolidation. | |
In December 2011, we entered into a ten-year Retail Store Franchise Agreement with Gymboree China, an affiliate of the Company and indirect subsidiary of Gymboree Holding, Ltd., to develop, own and operate Gymboree branded retail stores and website(s) to market and sell Gymboree branded products in the PRC Territory under the Gymboree license and trademarks. Under the terms of the agreement, Gymboree China will purchase inventory from us and pay us royalties on retail sales within the PRC Territory. All intercompany revenues and charges have been eliminated in consolidation. | |
Related Party Transactions – Excluding VIEs | |
We incurred approximately $3.1 million, $3.6 million and $3.1 million in management fees and reimbursement of out-of-pocket expenses from Bain Capital during the fiscal 2014, 2013 and 2012, respectively. As of January 31, 2015 and February 1, 2014, we had a payable balance of $0.2 million and $0.4 million, respectively, to Bain Capital. | |
We incurred approximately $1.9 million, $2.6 million and $1.5 million in expenses related to services purchased from LogicSource, a company owned by funds associated with Bain Capital, during the fiscal 2014, 2013 and 2012, respectively. As of January 31, 2015 and February 1, 2014, we had a payable balance of $0.3 million and $0.2 million, respectively, to LogicSource. | |
During fiscal 2013 and 2012, we sold inventory totaling $9.9 million and $5.8 million, respectively, to Burlington Coat Factory Investments Holdings, Inc., a company owned by funds associated with Bain Capital. We did not sell inventory to Burlington Coat Factory Investments Holdings, Inc. during fiscal 2014. As of January 31, 2015 and February 1, 2014, we had a receivable balance of $0 and $1.0 million, respectively, from Burlington Coat Factory Investments Holdings, Inc. | |
As of January 31, 2015 and February 1, 2014, we had a receivable balance of $0.2 million and $0.8 million, respectively, from our indirect parent, Giraffe Holding, Inc., related to income taxes. | |
Related Party Transactions – VIEs | |
Our VIEs incurred $0.5 million, $0.5 million and $0.7 million in management fees from Bain Capital Advisors (China) Ltd. during fiscal 2014, 2013, and 2012, respectively. | |
As of January 31, 2015 and February 1, 2014, our VIEs had a balance of $1.1 million payable to their indirect parent, Gymboree Investment Holding GP, Ltd., related to funds used to pay operating costs of the VIEs. | |
As of January 31, 2015 and February 1, 2014, our VIEs had a payable balance of $0.4 million due to Gymboree Hong Kong Limited, the unconsolidated direct parent of the VIEs, related to funds used to pay operating costs of the VIEs. The Company is part of a related party group that controls Gymboree Hong Kong Limited. |
Segment_Information
Segment Information | 12 Months Ended | ||||||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||||||
Segment Information | 17. Segment Information | ||||||||||||||||||||||||
We have four reportable segments: retail stores (including online stores), Gymboree Play & Music, International Retail Franchise (“Retail Franchise”), and one reportable segment related to the activities of our consolidated VIEs. These reportable segments were identified based on how our business is managed and evaluated by our chief operating decision maker. The retail stores segment includes four operating segments (brands), which sell high-quality apparel for children: Gymboree Retail (including an online store), Gymboree Outlet, Janie and Jack (including an online store), and Crazy 8 (including an online store). These four operating segments have been aggregated into one reportable segment because these operating segments have similar historical economic characteristics and/or are expected to have similar economic characteristics and similar long-term financial performance in the future. Gross profit is the principal measure we consider in determining whether the economic characteristics are similar. In addition, each operating segment has similar products, production processes and type and class of customer. We believe disaggregating our operating segments would not provide material additional information. Corporate overhead (costs related to our distribution centers and shared corporate services) is included in the retail stores segment. | |||||||||||||||||||||||||
Summary financial data of each reportable segment were as follows for the fiscal years ended (in thousands): | |||||||||||||||||||||||||
January 31, 2015 | |||||||||||||||||||||||||
Retail | Gymboree | International Retail | Intersegment | ||||||||||||||||||||||
Stores | Play & Music | Franchise | VIEs | Elimination | Total | ||||||||||||||||||||
Net sales | $ | 1,172,626 | $ | 17,143 | $ | 19,907 | $ | 26,354 | $ | (7,290 | ) | $ | 1,228,740 | ||||||||||||
Gross profit | $ | 432,286 | $ | 12,476 | $ | 11,158 | $ | 18,711 | $ | (6,083 | ) | $ | 468,548 | ||||||||||||
1-Feb-14 | |||||||||||||||||||||||||
Retail | Gymboree | International Retail | Intersegment | ||||||||||||||||||||||
Stores | Play & Music | Franchise | VIEs | Elimination | Total | ||||||||||||||||||||
Net sales | $ | 1,191,498 | $ | 15,066 | $ | 22,252 | $ | 20,685 | $ | (4,932 | ) | $ | 1,244,569 | ||||||||||||
Gross profit | $ | 443,960 | $ | 10,684 | $ | 11,577 | $ | 14,168 | $ | (4,375 | ) | $ | 476,014 | ||||||||||||
2-Feb-13 | |||||||||||||||||||||||||
Retail | Gymboree | International Retail | Intersegment | ||||||||||||||||||||||
Stores | Play & Music | Franchise | VIEs | Elimination | Total | ||||||||||||||||||||
Net sales | $ | 1,232,985 | $ | 20,988 | $ | 16,893 | $ | 14,242 | $ | (9,444 | ) | $ | 1,275,664 | ||||||||||||
Gross profit | $ | 452,643 | $ | 17,295 | $ | 8,967 | $ | 10,657 | $ | (8,170 | ) | $ | 481,392 | ||||||||||||
Total Assets | |||||||||||||||||||||||||
Retail | Gymboree | International Retail | Intersegment | ||||||||||||||||||||||
Stores | Play & Music | Franchise | VIEs | Elimination | Total | ||||||||||||||||||||
January 31, 2015 | $ | 1,078,973 | $ | 60,190 | $ | 28,886 | $ | 21,449 | $ | (1,555 | ) | $ | 1,187,943 | ||||||||||||
February 1, 2014 | $ | 1,728,186 | $ | 60,942 | $ | 29,256 | $ | 23,208 | $ | (1,488 | ) | $ | 1,840,104 | ||||||||||||
Interest expense, depreciation and amortization expense and capital expenditures have not been separately disclosed above as the amounts primarily relate to the retail segment. Intersegment revenues for each reportable segment were as follows for the fiscal years ended (in thousands): | |||||||||||||||||||||||||
Intersegment Revenues | |||||||||||||||||||||||||
Retail | Gymboree | International Retail | |||||||||||||||||||||||
Stores | Play & Music | Franchise | VIEs | Total | |||||||||||||||||||||
January 31, 2015 | $ | — | $ | 6,739 | $ | 551 | $ | — | $ | 7,290 | |||||||||||||||
February 1, 2014 | $ | — | $ | 4,388 | $ | 544 | $ | — | $ | 4,932 | |||||||||||||||
February 2, 2013 | $ | — | $ | 2,326 | $ | 163 | $ | 6,955 | $ | 9,444 | |||||||||||||||
We attribute retail store revenues to individual countries based on the selling location. For Gymboree International Retail Franchise, all sales were attributed to the U.S. geographic segment. | |||||||||||||||||||||||||
Effective November 2012, as a result of a modification to the Master Service Agreement with Gymboree Tianjin, China Play & Music sales are attributable to the international geographic segment and all other Gymboree Play & Music sales are attributable to the U.S. geographic segment (see Note 16). | |||||||||||||||||||||||||
Net sales of our two geographical areas, United States and international, were as follows during the fiscal years ended (in thousands): | |||||||||||||||||||||||||
January 31, 2015 | February 1, 2014 | February 2, 2013 | |||||||||||||||||||||||
United States | $ | 1,153,428 | $ | 1,172,490 | $ | 1,215,159 | |||||||||||||||||||
International | 75,312 | 72,079 | 60,505 | ||||||||||||||||||||||
$ | 1,228,740 | $ | 1,244,569 | $ | 1,275,664 | ||||||||||||||||||||
Property and equipment, net, of our two geographical areas were as follows as of the fiscal years ended (in thousands): | |||||||||||||||||||||||||
January 31, 2015 | February 1, 2014 | ||||||||||||||||||||||||
United States | $ | 172,378 | $ | 196,990 | |||||||||||||||||||||
International | 10,053 | 9,318 | |||||||||||||||||||||||
$ | 182,431 | $ | 206,308 | ||||||||||||||||||||||
Variable_Interest_Entities
Variable Interest Entities | 12 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Variable Interest Entities | 18. Variable Interest Entities | ||||||||||||||||
Gymboree retail stores are operated in China by Gymboree China, while Gymboree Tianjin is Gymboree Play & Music’s master franchisee in China. Gymboree China, Gymboree Tianjin and the Company are indirectly controlled by Gymboree Holding, Ltd. and investment funds sponsored by Bain Capital. Gymboree China and Gymboree Tianjin have been determined to be variable interest entities, and we (as well as our 100%-owned subsidiaries) are a member of a related party group that controls the VIEs and absorbs the economics of the VIEs. Based on our relationship with the VIEs, we determined we are most closely associated with the VIEs, and therefore, consolidate them as the primary beneficiary. However, as we have a 0% ownership interest in the VIEs, 100% of the results of operations of the VIEs are recorded as noncontrolling interest. The assets of the VIEs can only be used by the VIEs. The liabilities of the VIEs are comprised mainly of short-term accrued expenses, and their creditors have no recourse to our general credit or assets. | |||||||||||||||||
The following tables reflect the impact of the VIEs on the condensed consolidated statements of operations for the fiscal years ended January 31, 2015, February 1, 2014, and February 2, 2013 and the condensed consolidated balance sheets as of January 31, 2015 and February 1, 2014 (in thousands): | |||||||||||||||||
THE GYMBOREE CORPORATION | |||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | |||||||||||||||||
(In thousands) | |||||||||||||||||
Year Ended January 31, 2015 | |||||||||||||||||
Balance Before | |||||||||||||||||
Consolidation | As | ||||||||||||||||
of VIEs | VIEs | Eliminations | Reported | ||||||||||||||
Net sales | $ | 1,209,676 | $ | 26,354 | $ | (7,290 | ) | $ | 1,228,740 | ||||||||
Cost of goods sold | (753,756 | ) | (7,643 | ) | 1,207 | (760,192 | ) | ||||||||||
Selling, general and administrative expenses | (1,022,894 | ) | (22,902 | ) | 6,044 | (1,039,752 | ) | ||||||||||
Operating loss | (566,974 | ) | (4,191 | ) | (39 | ) | (571,204 | ) | |||||||||
Other non-operating (expense) income | (82,746 | ) | 19 | — | (82,727 | ) | |||||||||||
Loss before income taxes | (649,720 | ) | (4,172 | ) | (39 | ) | (653,931 | ) | |||||||||
Income tax benefit (expense) | 75,654 | (1,834 | ) | — | 73,820 | ||||||||||||
Net loss | (574,066 | ) | (6,006 | ) | (39 | ) | (580,111 | ) | |||||||||
Net loss attributable to noncontrolling interest | — | 6,006 | — | 6,006 | |||||||||||||
Net loss attributable to The Gymboree Corporation | $ | (574,066 | ) | $ | — | $ | (39 | ) | $ | (574,105 | ) | ||||||
Year Ended February 1, 2014 | |||||||||||||||||
Balance Before | |||||||||||||||||
Consolidation | As | ||||||||||||||||
of VIEs | VIEs | Eliminations | Reported | ||||||||||||||
Net sales | $ | 1,228,816 | $ | 20,685 | $ | (4,932 | ) | $ | 1,244,569 | ||||||||
Cost of goods sold | (762,595 | ) | (6,517 | ) | 557 | (768,555 | ) | ||||||||||
Selling, general and administrative expenses | (587,524 | ) | (18,056 | ) | 4,468 | (601,112 | ) | ||||||||||
Operating loss | (121,303 | ) | (3,888 | ) | 93 | (125,098 | ) | ||||||||||
Other non-operating (expense) income | (82,954 | ) | 247 | (2 | ) | (82,709 | ) | ||||||||||
Loss before income taxes | (204,257 | ) | (3,641 | ) | 91 | (207,807 | ) | ||||||||||
Income tax benefit | 1,138 | 317 | 1 | 1,456 | |||||||||||||
Net loss | (203,119 | ) | (3,324 | ) | 92 | (206,351 | ) | ||||||||||
Net loss attributable to noncontrolling interest | — | 3,324 | — | 3,324 | |||||||||||||
Net loss attributable to The Gymboree Corporation | $ | (203,119 | ) | $ | — | $ | 92 | $ | (203,027 | ) | |||||||
Year Ended February 2, 2013 | |||||||||||||||||
Balance Before | |||||||||||||||||
Consolidation | As | ||||||||||||||||
of VIEs | VIEs | Eliminations | Reported | ||||||||||||||
Net sales | $ | 1,270,866 | $ | 14,242 | $ | (9,444 | ) | $ | 1,275,664 | ||||||||
Cost of goods sold | (791,961 | ) | (3,585 | ) | 1,274 | (794,272 | ) | ||||||||||
Selling, general and administrative expenses | (407,184 | ) | (12,472 | ) | 7,914 | (411,742 | ) | ||||||||||
Operating income (loss) | 71,721 | (1,815 | ) | (256 | ) | 69,650 | |||||||||||
Other non-operating (expense) income | (85,810 | ) | 121 | — | (85,689 | ) | |||||||||||
Loss before income taxes | (14,089 | ) | (1,694 | ) | (256 | ) | (16,039 | ) | |||||||||
Income tax benefit (expense) | 6,503 | (867 | ) | — | 5,636 | ||||||||||||
Net loss | (7,586 | ) | (2,561 | ) | (256 | ) | (10,403 | ) | |||||||||
Net loss attributable to noncontrolling interest | — | 2,561 | — | 2,561 | |||||||||||||
Net loss attributable to The Gymboree Corporation | $ | (7,586 | ) | $ | — | $ | (256 | ) | $ | (7,842 | ) | ||||||
THE GYMBOREE CORPORATION | |||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEETS | |||||||||||||||||
(In thousands) | |||||||||||||||||
January 31, 2015 | |||||||||||||||||
Balance Before | |||||||||||||||||
Consolidation | As | ||||||||||||||||
of VIEs | VIEs | Eliminations | Reported | ||||||||||||||
Cash and cash equivalents | $ | 8,559 | $ | 9,961 | $ | — | $ | 18,520 | |||||||||
Other current assets | 235,123 | 6,261 | (1,555 | ) | 239,829 | ||||||||||||
Total current assets | 243,682 | 16,222 | (1,555 | ) | 258,349 | ||||||||||||
Non-current assets | 924,367 | 5,227 | — | 929,594 | |||||||||||||
Total assets | $ | 1,168,049 | $ | 21,449 | $ | (1,555 | ) | $ | 1,187,943 | ||||||||
Current liabilities | $ | 205,674 | $ | 11,088 | $ | (1,373 | ) | $ | 215,389 | ||||||||
Non-current liabilities | 1,304,384 | 435 | — | 1,304,819 | |||||||||||||
Total liabilities | 1,510,058 | 11,523 | (1,373 | ) | 1,520,208 | ||||||||||||
Total stockholders’ deficit | (342,009 | ) | — | (182 | ) | (342,191 | ) | ||||||||||
Noncontrolling interest | — | 9,926 | — | 9,926 | |||||||||||||
Total liabilities and stockholders’ deficit | $ | 1,168,049 | $ | 21,449 | $ | (1,555 | ) | $ | 1,187,943 | ||||||||
February 1, 2014 | |||||||||||||||||
Balance Before | |||||||||||||||||
Consolidation | As | ||||||||||||||||
of VIEs | VIEs | Eliminations | Reported | ||||||||||||||
Cash and cash equivalents | $ | 25,635 | $ | 13,794 | $ | — | $ | 39,429 | |||||||||
Other current assets | 228,129 | 4,970 | (1,488 | ) | 231,611 | ||||||||||||
Total current assets | 253,764 | 18,764 | (1,488 | ) | 271,040 | ||||||||||||
Non-current assets | 1,564,620 | 4,444 | — | 1,569,064 | |||||||||||||
Total assets | $ | 1,818,384 | $ | 23,208 | $ | (1,488 | ) | $ | 1,840,104 | ||||||||
Current liabilities | $ | 196,631 | $ | 7,490 | $ | (1,356 | ) | $ | 202,765 | ||||||||
Non-current liabilities | 1,387,828 | 370 | (1 | ) | 1,388,197 | ||||||||||||
Total liabilities | 1,584,459 | 7,860 | (1,357 | ) | 1,590,962 | ||||||||||||
Total stockholders’ equity | 233,925 | — | (131 | ) | 233,794 | ||||||||||||
Noncontrolling interest | — | 15,348 | — | 15,348 | |||||||||||||
Total liabilities and stockholders’ equity | $ | 1,818,384 | $ | 23,208 | $ | (1,488 | ) | $ | 1,840,104 | ||||||||
Condensed_Guarantor_Data
Condensed Guarantor Data | 12 Months Ended | ||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||
Condensed Guarantor Data | 19. Condensed Guarantor Data | ||||||||||||||||||||
The Company’s 100%-owned domestic subsidiaries have fully and unconditionally guaranteed the Notes, subject to the customary automatic release provisions described above (see Note 7). The following condensed consolidating financial information presents the financial position, results of operations, comprehensive income (loss) and cash flows of The Gymboree Corporation and the guarantor and non-guarantor subsidiaries. The VIEs financial results are included in those of the non-guarantor subsidiaries. Intercompany transactions are eliminated. | |||||||||||||||||||||
Advance Pricing Agreement | |||||||||||||||||||||
During fiscal 2013, we established the terms of a bilateral Advance Pricing Agreement (“APA”) between the United States and Canadian tax authorities. The APA established a methodology for determining arm’s length transfer prices between our United States and Canadian subsidiaries. The APA required us to recalculate transfer prices from fiscal years 2007 through 2012 using this methodology. Consequently, we recorded in our Canadian subsidiary, included in our non-guarantor balance sheet, a $10.3 million increase to both our February 3, 2013 accumulated deficit and intercompany payable to our U.S. subsidiaries related to fiscal years 2007 through 2012. Correspondingly, our U.S. subsidiaries, included in The Gymboree Corporation and guarantor balance sheets, recorded a $4.1 million and $6.2 million increase, respectively, in both our February 3, 2013 retained earnings and intercompany receivable from our Canadian subsidiary. These adjustments were eliminated in consolidation and do not impact our previously reported consolidated balance sheets and statements of operations. | |||||||||||||||||||||
Other | |||||||||||||||||||||
During fiscal 2014, our Canadian subsidiary, which is part of the non-guarantor subsidiaries, issued common shares to The Gymboree Corporation valued at $18.5 million. No cash was exchanged since we immediately net settled $15.3 million and $3.2 million of intercompany liabilities payable to The Gymboree Corporation related to business operations and to our Advanced Pricing Agreement, respectively. The $18.5 million is a non-cash investing and financing activity for purposes of condensed consolidating statements of cash flows. During fiscal 2014, our Canadian subsidiary repurchased common shares from The Gymboree Corporation valued at $3.2 million. | |||||||||||||||||||||
During fiscal 2014, our guarantor subsidiaries distributed $3.0 million in the form of a dividend to The Gymboree Corporation. Also, during fiscal 2014, one of our non-guarantor subsidiaries distributed $1.8 million in the form of a capital distribution to The Gymboree Corporation. | |||||||||||||||||||||
THE GYMBOREE CORPORATION | |||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | |||||||||||||||||||||
FOR THE YEAR ENDED JANUARY 31, 2015 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
The Gymboree | Guarantor | Non-guarantor | |||||||||||||||||||
Corporation | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Net sales: | |||||||||||||||||||||
Retail | $ | 1,882 | $ | 1,146,744 | $ | 56,926 | $ | (27,076 | ) | $ | 1,178,476 | ||||||||||
Gymboree Play & Music | — | 10,402 | 20,506 | — | 30,908 | ||||||||||||||||
Retail Franchise | — | 19,356 | — | — | 19,356 | ||||||||||||||||
Intercompany revenue | 24,591 | 42,925 | 4,253 | (71,769 | ) | — | |||||||||||||||
Total net sales | 26,473 | 1,219,427 | 81,685 | (98,845 | ) | 1,228,740 | |||||||||||||||
Cost of goods sold, including buying and occupancy expenses | (6,330 | ) | (737,274 | ) | (44,838 | ) | 28,250 | (760,192 | ) | ||||||||||||
Gross profit | 20,143 | 482,153 | 36,847 | (70,595 | ) | 468,548 | |||||||||||||||
Selling, general and administrative expenses | (66,773 | ) | (412,459 | ) | (39,732 | ) | 70,608 | (448,356 | ) | ||||||||||||
Goodwill and intangible asset impairment | — | (572,422 | ) | (18,974 | ) | — | (591,396 | ) | |||||||||||||
Operating loss | (46,630 | ) | (502,728 | ) | (21,859 | ) | 13 | (571,204 | ) | ||||||||||||
Interest income | — | 60 | 230 | (45 | ) | 245 | |||||||||||||||
Interest expense | (81,886 | ) | (492 | ) | (45 | ) | 45 | (82,378 | ) | ||||||||||||
Other (expense) income, net | (739 | ) | 245 | (100 | ) | — | (594 | ) | |||||||||||||
Loss before income taxes | (129,255 | ) | (502,915 | ) | (21,774 | ) | 13 | (653,931 | ) | ||||||||||||
Income tax benefit (expense) | 20,202 | 56,650 | (3,032 | ) | — | 73,820 | |||||||||||||||
Equity in earnings of affiliates, net of tax | (465,052 | ) | — | — | 465,052 | — | |||||||||||||||
Net loss | (574,105 | ) | (446,265 | ) | (24,806 | ) | 465,065 | (580,111 | ) | ||||||||||||
Net loss attributable to noncontrolling interest | — | — | 6,006 | — | 6,006 | ||||||||||||||||
Net loss attributable to The Gymboree Corporation | $ | (574,105 | ) | $ | (446,265 | ) | $ | (18,800 | ) | $ | 465,065 | $ | (574,105 | ) | |||||||
THE GYMBOREE CORPORATION | |||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | |||||||||||||||||||||
FOR THE YEAR ENDED FEBRUARY 1, 2014 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
The Gymboree | Guarantor | Non-guarantor | |||||||||||||||||||
Corporation | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Net sales: | |||||||||||||||||||||
Retail | $ | 1,885 | $ | 1,162,412 | $ | 62,893 | $ | (30,014 | ) | $ | 1,197,176 | ||||||||||
Gymboree Play & Music | — | 10,677 | 15,008 | — | 25,685 | ||||||||||||||||
Retail Franchise | — | 21,708 | — | — | 21,708 | ||||||||||||||||
Intercompany revenue | 30,515 | 35,362 | 3,085 | (68,962 | ) | — | |||||||||||||||
Total net sales | 32,400 | 1,230,159 | 80,986 | (98,976 | ) | 1,244,569 | |||||||||||||||
Cost of goods sold, including buying and occupancy expenses | (5,824 | ) | (745,339 | ) | (45,558 | ) | 28,166 | (768,555 | ) | ||||||||||||
Gross profit | 26,576 | 484,820 | 35,428 | (70,810 | ) | 476,014 | |||||||||||||||
Selling, general and administrative expenses | (66,445 | ) | (411,476 | ) | (36,808 | ) | 70,806 | (443,923 | ) | ||||||||||||
Goodwill and intangible asset impairment | — | (154,322 | ) | (2,867 | ) | — | (157,189 | ) | |||||||||||||
Operating loss | (39,869 | ) | (80,978 | ) | (4,247 | ) | (4 | ) | (125,098 | ) | |||||||||||
Interest income | 63 | 35 | 89 | (1 | ) | 186 | |||||||||||||||
Interest expense | (81,405 | ) | (153 | ) | (1 | ) | 1 | (81,558 | ) | ||||||||||||
Loss on extinguishment of debt | (834 | ) | — | — | — | (834 | ) | ||||||||||||||
Other (expense) income, net | (105 | ) | (4 | ) | (396 | ) | 2 | (503 | ) | ||||||||||||
(Loss) income before income taxes | (122,150 | ) | (81,100 | ) | (4,555 | ) | (2 | ) | (207,807 | ) | |||||||||||
Income tax benefit (expense) | 18,346 | (19,898 | ) | 3,008 | — | 1,456 | |||||||||||||||
Equity in earnings of affiliates, net of tax | (99,223 | ) | — | — | 99,223 | — | |||||||||||||||
Net loss | (203,027 | ) | (100,998 | ) | (1,547 | ) | 99,221 | (206,351 | ) | ||||||||||||
Net loss attributable to noncontrolling interest | — | — | 3,324 | — | 3,324 | ||||||||||||||||
Net (loss) income attributable to The Gymboree Corporation | $ | (203,027 | ) | $ | (100,998 | ) | $ | 1,777 | $ | 99,221 | $ | (203,027 | ) | ||||||||
THE GYMBOREE CORPORATION | |||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | |||||||||||||||||||||
FOR THE YEAR ENDED FEBRUARY 2, 2013 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
The Gymboree | Guarantor | Non-guarantor | |||||||||||||||||||
Corporation | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Net sales: | |||||||||||||||||||||
Retail | $ | 1,910 | $ | 1,202,552 | $ | 60,727 | $ | (30,196 | ) | $ | 1,234,993 | ||||||||||
Gymboree Play & Music | — | 18,661 | 5,280 | — | 23,941 | ||||||||||||||||
Retail Franchise | — | 16,730 | — | — | 16,730 | ||||||||||||||||
Intercompany revenue | 36,608 | 20,643 | 9,379 | (66,630 | ) | — | |||||||||||||||
Total net sales | 38,518 | 1,258,586 | 75,386 | (96,826 | ) | 1,275,664 | |||||||||||||||
Cost of goods sold, including buying and occupancy expenses | (5,561 | ) | (773,469 | ) | (43,707 | ) | 28,465 | (794,272 | ) | ||||||||||||
Gross profit | 32,957 | 485,117 | 31,679 | (68,361 | ) | 481,392 | |||||||||||||||
Selling, general and administrative expenses | (58,547 | ) | (393,471 | ) | (27,929 | ) | 68,205 | (411,742 | ) | ||||||||||||
Operating (loss) income | (25,590 | ) | 91,646 | 3,750 | (156 | ) | 69,650 | ||||||||||||||
Interest income | 71 | 11 | 95 | — | 177 | ||||||||||||||||
Interest expense | (85,640 | ) | — | — | — | (85,640 | ) | ||||||||||||||
Loss on extinguishment of debt | (214 | ) | — | — | — | (214 | ) | ||||||||||||||
Other (expense) income, net | (77 | ) | — | 65 | — | (12 | ) | ||||||||||||||
(Loss) income before income taxes | (111,450 | ) | 91,657 | 3,910 | (156 | ) | (16,039 | ) | |||||||||||||
Income tax benefit (expense) | 45,627 | (37,896 | ) | (2,095 | ) | — | 5,636 | ||||||||||||||
Equity in earnings of affiliates, net of tax | 57,981 | — | — | (57,981 | ) | — | |||||||||||||||
Net (loss) income | (7,842 | ) | 53,761 | 1,815 | (58,137 | ) | (10,403 | ) | |||||||||||||
Net loss attributable to noncontrolling interest | — | — | 2,561 | — | 2,561 | ||||||||||||||||
Net (loss) income attributable to The Gymboree Corporation | $ | (7,842 | ) | $ | 53,761 | $ | 4,376 | $ | (58,137 | ) | $ | (7,842 | ) | ||||||||
THE GYMBOREE CORPORATION | |||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS | |||||||||||||||||||||
FOR THE YEAR ENDED JANUARY 31, 2015 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
The Gymboree | Guarantor | Non-guarantor | |||||||||||||||||||
Corporation | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Net loss | $ | (574,105 | ) | $ | (446,265 | ) | $ | (24,806 | ) | $ | 465,065 | $ | (580,111 | ) | |||||||
Other comprehensive loss, net of tax: | |||||||||||||||||||||
Foreign currency translation adjustments | (7,666 | ) | — | (8,033 | ) | 7,591 | (8,108 | ) | |||||||||||||
Unrealized net gain (loss) on cash flow hedges, net of tax | 1,315 | — | (164 | ) | 164 | 1,315 | |||||||||||||||
Total other comprehensive loss, net of tax | (6,351 | ) | — | (8,197 | ) | 7,755 | (6,793 | ) | |||||||||||||
Comprehensive loss | (580,456 | ) | (446,265 | ) | (33,003 | ) | 472,820 | (586,904 | ) | ||||||||||||
Comprehensive loss attributable to noncontrolling interest | — | — | 6,448 | — | 6,448 | ||||||||||||||||
Comprehensive loss attributable to The Gymboree Corporation | $ | (580,456 | ) | $ | (446,265 | ) | $ | (26,555 | ) | $ | 472,820 | $ | (580,456 | ) | |||||||
THE GYMBOREE CORPORATION | |||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | |||||||||||||||||||||
FOR THE YEAR ENDED FEBRUARY 1, 2014 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
The Gymboree | Guarantor | Non-guarantor | |||||||||||||||||||
Corporation | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Net loss | $ | (203,027 | ) | $ | (100,998 | ) | $ | (1,547 | ) | $ | 99,221 | $ | (206,351 | ) | |||||||
Other comprehensive income (loss), net of tax: | |||||||||||||||||||||
Foreign currency translation adjustments | (185 | ) | — | 83 | 128 | 26 | |||||||||||||||
Unrealized net gain on cash flow hedges, net of tax | 1,219 | — | 449 | (449 | ) | 1,219 | |||||||||||||||
Total other comprehensive income, net of tax | 1,034 | — | 532 | (321 | ) | 1,245 | |||||||||||||||
Comprehensive loss | (201,993 | ) | (100,998 | ) | (1,015 | ) | 98,900 | (205,106 | ) | ||||||||||||
Comprehensive loss attributable to noncontrolling interest | — | — | 3,113 | — | 3,113 | ||||||||||||||||
Comprehensive (loss) income attributable to The Gymboree Corporation | $ | (201,993 | ) | $ | (100,998 | ) | $ | 2,098 | $ | 98,900 | $ | (201,993 | ) | ||||||||
THE GYMBOREE CORPORATION | |||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | |||||||||||||||||||||
FOR THE YEAR ENDED FEBRUARY 2, 2013 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
The Gymboree | Guarantor | Non-guarantor | |||||||||||||||||||
Corporation | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Net (loss) income | $ | (7,842 | ) | $ | 53,761 | $ | 1,815 | $ | (58,137 | ) | $ | (10,403 | ) | ||||||||
Other comprehensive (loss) income , net of tax: | |||||||||||||||||||||
Foreign currency translation adjustments | 54 | — | 88 | (30 | ) | 112 | |||||||||||||||
Unrealized net (loss) gain on cash flow hedges, net of tax benefit of $67 | (143 | ) | — | (74 | ) | 74 | (143 | ) | |||||||||||||
Total other comprehensive (loss) income, net of tax | (89 | ) | — | 14 | 44 | (31 | ) | ||||||||||||||
Comprehensive (loss) income | (7,931 | ) | 53,761 | 1,829 | (58,093 | ) | (10,434 | ) | |||||||||||||
Comprehensive loss attributable to noncontrolling interest | — | — | 2,503 | — | 2,503 | ||||||||||||||||
Comprehensive (loss) income attributable to The Gymboree Corporation | $ | (7,931 | ) | $ | 53,761 | $ | 4,332 | $ | (58,093 | ) | $ | (7,931 | ) | ||||||||
THE GYMBOREE CORPORATION | |||||||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEETS | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
As of January 31, 2015 | |||||||||||||||||||||
The Gymboree | Guarantor | Non-guarantor | |||||||||||||||||||
Corporation | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
ASSETS | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 1,689 | $ | 3,202 | $ | 13,629 | $ | — | $ | 18,520 | |||||||||||
Accounts receivable, net of allowance | 938 | 18,339 | 5,971 | — | 25,248 | ||||||||||||||||
Merchandise inventories | — | 192,142 | 6,711 | (516 | ) | 198,337 | |||||||||||||||
Prepaid income taxes | 1,860 | 306 | 433 | — | 2,599 | ||||||||||||||||
Prepaid expenses | 3,388 | 2,833 | 600 | — | 6,821 | ||||||||||||||||
Deferred income taxes | — | 15,586 | 793 | (9,555 | ) | 6,824 | |||||||||||||||
Intercompany receivable | 3,470 | 608,994 | 720 | (613,184 | ) | — | |||||||||||||||
Total current assets | 11,345 | 841,402 | 28,857 | (623,255 | ) | 258,349 | |||||||||||||||
Property and equipment, net | 12,306 | 159,699 | 10,426 | — | 182,431 | ||||||||||||||||
Goodwill | — | 362,021 | 11,813 | — | 373,834 | ||||||||||||||||
Other intangible assets, net | — | 343,312 | 240 | — | 343,552 | ||||||||||||||||
Deferred financing costs | 25,622 | — | — | — | 25,622 | ||||||||||||||||
Other assets | 7,798 | 1,669 | 4,020 | (9,332 | ) | 4,155 | |||||||||||||||
Investment in subsidiaries | 1,408,447 | — | — | (1,408,447 | ) | — | |||||||||||||||
Total assets | $ | 1,465,518 | $ | 1,708,103 | $ | 55,356 | $ | (2,041,034 | ) | $ | 1,187,943 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Accounts payable | $ | 9,798 | $ | 76,557 | $ | 677 | $ | — | $ | 87,032 | |||||||||||
Accrued liabilities | 26,943 | 57,757 | 10,031 | 74 | 94,805 | ||||||||||||||||
Deferred income taxes | 9,504 | — | 125 | (9,629 | ) | — | |||||||||||||||
Line of credit borrowings | 33,000 | — | — | — | 33,000 | ||||||||||||||||
Current obligation under capital lease | — | 552 | — | — | 552 | ||||||||||||||||
Intercompany payable | 609,510 | 720 | 3,470 | (613,700 | ) | — | |||||||||||||||
Total current liabilities | 688,755 | 135,586 | 14,303 | (623,255 | ) | 215,389 | |||||||||||||||
Long-term liabilities: | |||||||||||||||||||||
Long-term debt | 1,114,048 | — | — | — | 1,114,048 | ||||||||||||||||
Long-term obligation under capital lease | — | 2,850 | — | — | 2,850 | ||||||||||||||||
Lease incentives and other liabilities | 4,906 | 49,306 | 4,513 | — | 58,725 | ||||||||||||||||
Deferred income taxes | — | 138,511 | 17 | (9,332 | ) | 129,196 | |||||||||||||||
Total liabilities | 1,807,709 | 326,253 | 18,833 | (632,587 | ) | 1,520,208 | |||||||||||||||
Total stockholders’ (deficit) equity | (342,191 | ) | 1,381,850 | 26,597 | (1,408,447 | ) | (342,191 | ) | |||||||||||||
Noncontrolling interest | — | — | 9,926 | — | 9,926 | ||||||||||||||||
Total liabilities and stockholders’ (deficit) equity | $ | 1,465,518 | $ | 1,708,103 | $ | 55,356 | $ | (2,041,034 | ) | $ | 1,187,943 | ||||||||||
THE GYMBOREE CORPORATION | |||||||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEETS | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
As of February 1, 2014 | |||||||||||||||||||||
The Gymboree | Guarantor | Non-guarantor | |||||||||||||||||||
Corporation | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
ASSETS | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 15,479 | $ | 4,659 | $ | 19,291 | $ | — | $ | 39,429 | |||||||||||
Accounts receivable, net of allowance | 1,237 | 18,634 | 2,011 | — | 21,882 | ||||||||||||||||
Merchandise inventories | — | 170,126 | 5,823 | (454 | ) | 175,495 | |||||||||||||||
Prepaid income taxes | 1,659 | 284 | 36 | — | 1,979 | ||||||||||||||||
Prepaid expenses | 3,538 | 14,095 | 1,168 | — | 18,801 | ||||||||||||||||
Deferred income taxes | — | 13,303 | 918 | (767 | ) | 13,454 | |||||||||||||||
Intercompany receivable | — | 559,280 | — | (559,280 | ) | — | |||||||||||||||
Total current assets | 21,913 | 780,381 | 29,247 | (560,501 | ) | 271,040 | |||||||||||||||
Property and equipment, net | 14,288 | 182,421 | 9,599 | — | 206,308 | ||||||||||||||||
Goodwill | — | 721,844 | 36,933 | — | 758,777 | ||||||||||||||||
Other intangible assets, net | — | 558,962 | 862 | — | 559,824 | ||||||||||||||||
Deferred financing costs | 32,455 | — | — | — | 32,455 | ||||||||||||||||
Other assets | 15,139 | 2,340 | 10,920 | (16,699 | ) | 11,700 | |||||||||||||||
Investment in subsidiaries | 1,870,800 | — | — | (1,870,800 | ) | — | |||||||||||||||
Total assets | $ | 1,954,595 | $ | 2,245,948 | $ | 87,561 | $ | (2,448,000 | ) | $ | 1,840,104 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Accounts payable | $ | 27,184 | $ | 73,218 | $ | 1,557 | $ | — | $ | 101,959 | |||||||||||
Accrued liabilities | 34,328 | 58,430 | 7,545 | — | 100,303 | ||||||||||||||||
Deferred income taxes | 654 | — | 113 | (767 | ) | — | |||||||||||||||
Current obligation under capital lease | — | 503 | — | — | 503 | ||||||||||||||||
Intercompany payable | 541,397 | — | 18,337 | (559,734 | ) | — | |||||||||||||||
Total current liabilities | 603,563 | 132,151 | 27,552 | (560,501 | ) | 202,765 | |||||||||||||||
Long-term liabilities: | |||||||||||||||||||||
Long-term debt | 1,113,742 | — | — | — | 1,113,742 | ||||||||||||||||
Long-term obligation under capital lease | — | 3,402 | — | — | 3,402 | ||||||||||||||||
Lease incentives and other liabilities | 3,496 | 48,117 | 4,976 | — | 56,589 | ||||||||||||||||
Deferred income taxes | — | 231,163 | — | (16,699 | ) | 214,464 | |||||||||||||||
Total liabilities | 1,720,801 | 414,833 | 32,528 | (577,200 | ) | 1,590,962 | |||||||||||||||
Total stockholders’ equity | 233,794 | 1,831,115 | 39,685 | (1,870,800 | ) | 233,794 | |||||||||||||||
Noncontrolling interest | — | — | 15,348 | — | 15,348 | ||||||||||||||||
Total liabilities and stockholders’ equity | $ | 1,954,595 | $ | 2,245,948 | $ | 87,561 | $ | (2,448,000 | ) | $ | 1,840,104 | ||||||||||
THE GYMBOREE CORPORATION | |||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS | |||||||||||||||||||||
FOR THE YEAR ENDED JANUARY 31, 2015 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
The Gymboree | Guarantor | Non-guarantor | |||||||||||||||||||
Corporation | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||||||||||||
Net cash (used in) provided by operating activities | $ | (128,004 | ) | $ | 108,700 | $ | 546 | $ | (3,000 | ) | $ | (21,758 | ) | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||||||
Capital expenditures | (4,153 | ) | (22,682 | ) | (5,157 | ) | — | (31,992 | ) | ||||||||||||
Proceeds from sale of shares | 3,207 | — | — | (3,207 | ) | — | |||||||||||||||
Capital distribution from subsidiary | 1,821 | — | — | (1,821 | ) | — | |||||||||||||||
Intercompany transfers | (3,470 | ) | (84,712 | ) | (720 | ) | 88,902 | — | |||||||||||||
Other | — | 20 | 30 | — | 50 | ||||||||||||||||
Net cash used in investing activities | (2,595 | ) | (107,374 | ) | (5,847 | ) | 83,874 | (31,942 | ) | ||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||||||
Intercompany transfers | 83,962 | 720 | 4,220 | (88,902 | ) | — | |||||||||||||||
Proceeds from ABL facility | 447,000 | — | — | — | 447,000 | ||||||||||||||||
Payments on ABL facility | (414,000 | ) | — | — | — | (414,000 | ) | ||||||||||||||
Payments on capital lease | — | (503 | ) | — | — | (503 | ) | ||||||||||||||
Dividend to The Gymboree Corporation | — | (3,000 | ) | — | 3,000 | — | |||||||||||||||
Dividend payment to Parent | (153 | ) | — | — | — | (153 | ) | ||||||||||||||
Repurchase of shares | — | — | (3,207 | ) | 3,207 | — | |||||||||||||||
Capital distribution to The Gymboree Corporation | — | — | (1,821 | ) | 1,821 | — | |||||||||||||||
Capital contribution received by noncontrolling interest | — | — | 992 | — | 992 | ||||||||||||||||
Net cash provided by (used in) financing activities | 116,809 | (2,783 | ) | 184 | (80,874 | ) | 33,336 | ||||||||||||||
Effect of exchange rate fluctuations on cash and cash equivalents | — | — | (545 | ) | — | (545 | ) | ||||||||||||||
Net decrease in cash and cash equivalents | (13,790 | ) | (1,457 | ) | (5,662 | ) | — | (20,909 | ) | ||||||||||||
CASH AND CASH EQUIVALENTS: | |||||||||||||||||||||
Beginning of Period | 15,479 | 4,659 | 19,291 | — | 39,429 | ||||||||||||||||
End of Period | $ | 1,689 | $ | 3,202 | $ | 13,629 | $ | — | $ | 18,520 | |||||||||||
THE GYMBOREE CORPORATION | |||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS | |||||||||||||||||||||
FOR THE YEAR ENDED FEBRUARY 1, 2014 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
The Gymboree | Guarantor | Non-guarantor | |||||||||||||||||||
Corporation | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||||||||||||
Net cash (used in) provided by operating activities | $ | (59,970 | ) | $ | 134,236 | $ | 605 | $ | — | $ | 74,871 | ||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||||||
Capital expenditures | (3,187 | ) | (45,263 | ) | (4,182 | ) | — | (52,632 | ) | ||||||||||||
Dividend from subsidiary | 2,500 | — | — | (2,500 | ) | — | |||||||||||||||
Intercompany transfers | — | (84,681 | ) | — | 84,681 | — | |||||||||||||||
Other | — | (65 | ) | (429 | ) | — | (494 | ) | |||||||||||||
Net cash used in investing activities | (687 | ) | (130,009 | ) | (4,611 | ) | 82,181 | (53,126 | ) | ||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||||||
Intercompany transfers | 90,029 | — | (5,348 | ) | (84,681 | ) | — | ||||||||||||||
Proceeds from ABL facility | 123,000 | — | — | — | 123,000 | ||||||||||||||||
Payments on ABL facility | (123,000 | ) | — | — | — | (123,000 | ) | ||||||||||||||
Repurchase of notes | (24,760 | ) | — | — | — | (24,760 | ) | ||||||||||||||
Payments on capital lease | — | (196 | ) | — | — | (196 | ) | ||||||||||||||
Dividend to The Gymboree Corporation | — | (2,500 | ) | — | 2,500 | — | |||||||||||||||
Dividend payment to parent | (7,564 | ) | — | — | — | (7,564 | ) | ||||||||||||||
Capital contribution received by noncontrolling interest | — | — | 15,886 | — | 15,886 | ||||||||||||||||
Net cash provided by (used in) financing activities | 57,705 | (2,696 | ) | 10,538 | (82,181 | ) | (16,634 | ) | |||||||||||||
Effect of exchange rate fluctuations on cash and cash equivalents | — | — | 990 | — | 990 | ||||||||||||||||
Net (decrease) increase in cash and cash equivalents | (2,952 | ) | 1,531 | 7,522 | — | 6,101 | |||||||||||||||
CASH AND CASH EQUIVALENTS: | |||||||||||||||||||||
Beginning of Period | 18,431 | 3,128 | 11,769 | — | 33,328 | ||||||||||||||||
End of Period | $ | 15,479 | $ | 4,659 | $ | 19,291 | $ | — | $ | 39,429 | |||||||||||
THE GYMBOREE CORPORATION | |||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS | |||||||||||||||||||||
FOR THE YEAR ENDED FEBRUARY 2, 2013 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
The Gymboree | Guarantor | Non-guarantor | |||||||||||||||||||
Corporation | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||||||||||||
Net cash (used in) provided by operating activities | $ | (31,000 | ) | $ | 100,856 | $ | 3,938 | $ | — | $ | 73,794 | ||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||||||
Capital expenditures | (2,723 | ) | (41,154 | ) | (3,974 | ) | — | (47,851 | ) | ||||||||||||
Dividend from subsidiary | 10,042 | — | — | (10,042 | ) | — | |||||||||||||||
Investment in subsidiaries | (180 | ) | — | — | 180 | — | |||||||||||||||
Intercompany transfers | — | (56,754 | ) | — | 56,754 | — | |||||||||||||||
Other | — | (207 | ) | (635 | ) | — | (842 | ) | |||||||||||||
Net cash provided by (used in) investing activities | 7,139 | (98,115 | ) | (4,609 | ) | 46,892 | (48,693 | ) | |||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||||||
Intercompany transfers | 54,910 | — | 1,844 | (56,754 | ) | — | |||||||||||||||
Payments on Term Loan | (42,698 | ) | — | — | — | (42,698 | ) | ||||||||||||||
Dividend to The Gymboree Corporation | — | (6,000 | ) | (4,042 | ) | 10,042 | — | ||||||||||||||
Repurchase of Notes | (26,613 | ) | — | — | — | (26,613 | ) | ||||||||||||||
Proceeds from ABL facility | 14,000 | — | — | — | 14,000 | ||||||||||||||||
Payments on ABL facility | (14,000 | ) | — | — | — | (14,000 | ) | ||||||||||||||
Payments of deferred financing costs | (1,344 | ) | — | — | — | (1,344 | ) | ||||||||||||||
Investment by Parent | — | — | 180 | (180 | ) | — | |||||||||||||||
Dividend payment to Parent | (3,273 | ) | — | — | — | (3,273 | ) | ||||||||||||||
Capital contribution received by noncontrolling interest | — | — | 1,602 | — | 1,602 | ||||||||||||||||
Investment by affiliate of Parent | 2,400 | — | — | — | 2,400 | ||||||||||||||||
Net cash used in financing activities | (16,618 | ) | (6,000 | ) | (416 | ) | (46,892 | ) | (69,926 | ) | |||||||||||
Effect of exchange rate fluctuations on cash and cash equivalents | — | — | 243 | — | 243 | ||||||||||||||||
Net decrease in cash and cash equivalents | (40,479 | ) | (3,259 | ) | (844 | ) | — | (44,582 | ) | ||||||||||||
CASH AND CASH EQUIVALENTS: | |||||||||||||||||||||
Beginning of Period | 58,910 | 6,387 | 12,613 | — | 77,910 | ||||||||||||||||
End of Period | $ | 18,431 | $ | 3,128 | $ | 11,769 | $ | — | $ | 33,328 | |||||||||||
The Company and its guarantor subsidiaries participate in a cash pooling program. As part of this program, cash balances are generally swept on a daily basis between the guarantor subsidiary bank accounts and those of the Company. In addition, we pay expenses on behalf of our guarantor and non-guarantor subsidiaries on a regular basis. These types of transactions have been accounted for as intercompany transfers within investing and financing activities. | |||||||||||||||||||||
The Company’s transactions include interest, tax payments and intercompany sales transactions related to administrative costs incurred by the Company, which are billed to guarantor and non-guarantor subsidiaries on a cost plus basis. All intercompany transactions are presumed to be settled in cash and therefore are included in operating activities. Non-operating cash flow changes have been classified as investing and financing activities. |
Quarterly_Financial_Informatio
Quarterly Financial Information | 12 Months Ended | ||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||
Quarterly Financial Information | 20. Quarterly Financial Information (Unaudited) | ||||||||||||||||||||
The quarterly financial information presented below is derived from the Consolidated Statements of Operations (in thousands). During the third quarter of fiscal 2014, we recorded non-cash charges related to goodwill impairment of $378.8 million and trade name impairment of $212.6 million (see Note 3). In addition, during the third quarter of fiscal 2014, we recorded an income tax benefit of $78.2 million related to trade name impairment. | |||||||||||||||||||||
During the fourth quarter of fiscal 2013, we recorded non-cash charges related to goodwill impairment of $140.2 million and trade name impairment of $17.0 million (see Note 3). In addition, during the fourth quarter of fiscal 2013, we recorded an income tax expense of $6.9 million resulting from the increase of the valuation allowance against deferred tax assets. During the third quarter of fiscal 2013, we recorded an income tax expense of $18.4 million to establish a valuation allowance against certain deferred tax assets. | |||||||||||||||||||||
Fiscal 2014 Quarter Ended | |||||||||||||||||||||
May 3, | August 2, | November 1, | January 31, | 2014 | |||||||||||||||||
2014 | 2014 | 2014 | 2015 | Total | |||||||||||||||||
Net sales | |||||||||||||||||||||
Retail | $ | 259,124 | $ | 253,376 | $ | 304,265 | $ | 361,711 | $ | 1,178,476 | |||||||||||
Gymboree Play & Music | 6,832 | 7,319 | 7,744 | 9,013 | 30,908 | ||||||||||||||||
Retail Franchise | 6,054 | 3,608 | 4,810 | 4,884 | 19,356 | ||||||||||||||||
Total net sales | $ | 272,010 | $ | 264,303 | $ | 316,819 | $ | 375,608 | $ | 1,228,740 | |||||||||||
Gross profit | $ | 108,358 | $ | 96,364 | $ | 125,921 | $ | 137,905 | $ | 468,548 | |||||||||||
Goodwill and intangible asset impairment | $ | — | $ | — | $ | (591,396 | ) | $ | — | $ | (591,396 | ) | |||||||||
Operating income (loss) | $ | 6,068 | $ | (10,776 | ) | $ | (579,154 | ) | $ | 12,658 | $ | (571,204 | ) | ||||||||
Net loss | $ | (15,003 | ) | $ | (32,853 | ) | $ | (522,394 | ) | $ | (9,861 | ) | $ | (580,111 | ) | ||||||
Net loss attributable to The Gymboree Corporation | $ | (13,431 | ) | $ | (31,153 | ) | $ | (522,075 | ) | $ | (7,446 | ) | $ | (574,105 | ) | ||||||
Fiscal 2013 Quarter Ended | |||||||||||||||||||||
May 4, | August 3, | November 2, | February 1, | 2013 | |||||||||||||||||
2013 | 2013 | 2013 | 2014 | Total | |||||||||||||||||
Net sales | |||||||||||||||||||||
Retail | $ | 280,877 | $ | 278,944 | $ | 297,352 | $ | 340,003 | $ | 1,197,176 | |||||||||||
Gymboree Play & Music | 6,328 | 6,260 | 6,821 | 6,276 | 25,685 | ||||||||||||||||
Retail Franchise | 5,578 | 5,712 | 5,665 | 4,753 | 21,708 | ||||||||||||||||
Total net sales | $ | 292,783 | $ | 290,916 | $ | 309,838 | $ | 351,032 | $ | 1,244,569 | |||||||||||
Gross profit | $ | 120,973 | $ | 107,086 | $ | 123,468 | $ | 124,487 | $ | 476,014 | |||||||||||
Goodwill and intangible asset impairment | $ | — | $ | — | $ | — | $ | (157,189 | ) | $ | (157,189 | ) | |||||||||
Operating income (loss) | $ | 16,844 | $ | 5,063 | $ | 12,269 | $ | (159,274 | ) | $ | (125,098 | ) | |||||||||
Net loss | $ | (2,848 | ) | $ | (9,325 | ) | $ | (24,398 | ) | $ | (169,780 | ) | $ | (206,351 | ) | ||||||
Net loss attributable to The Gymboree Corporation | $ | (2,536 | ) | $ | (9,350 | ) | $ | (23,985 | ) | $ | (167,156 | ) | $ | (203,027 | ) |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Basis of Presentation | Basis of Presentation | ||||||||||||
On November 23, 2010 (the “Transaction Date”), The Gymboree Corporation completed a merger (the “Merger”) with Giraffe Acquisition Corporation (“Acquisition Sub”) in accordance with an Agreement and Plan of Merger (the “Merger Agreement”) with Giraffe Holding, Inc. (“Parent”), and Acquisition Sub, a wholly owned subsidiary of Parent, with the Merger funded through a combination of debt and equity financing (collectively, the “Transactions”). The Company is continuing as the surviving corporation and a 100%-owned indirect subsidiary of the Parent. At the Transaction Date, investment funds sponsored by Bain Capital Partners, LLC (“Bain Capital”) indirectly owned a controlling interest in Parent. | |||||||||||||
Principles of Consolidation | Principles of Consolidation | ||||||||||||
The accompanying consolidated financial statements include entities in which we retain a controlling financial interest or entities that meet the definition of a VIE for which we are deemed to be the primary beneficiary. In performing our analysis of whether we are the primary beneficiary, at initial investment and at each quarterly reporting period, we consider whether we individually have the power to direct the activities of the VIE that most significantly affect the entity’s performance and also have the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. We also consider whether we are a member of a related party group that collectively meets the power and benefits criteria and, if so, whether we are most closely associated with the VIE. Intercompany accounts and transactions have been eliminated. | |||||||||||||
Fiscal Year | Fiscal Year | ||||||||||||
Our fiscal year ends on the Saturday closest to January 31. Fiscal years 2014, 2013, and 2012 ended on January 31, 2015, February 1, 2014, and February 2, 2013, respectively. Fiscal years 2014 and 2013 include 52 weeks and fiscal year 2012 includes 53 weeks. References to years in the Consolidated Financial Statements relate to fiscal years rather than calendar years. | |||||||||||||
Use of Estimates | Use of Estimates | ||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||
Cash Equivalents | Cash Equivalents | ||||||||||||
Cash equivalents consist of highly liquid investment instruments with a maturity of three months or less at date of purchase. Our cash equivalents are placed primarily in money market funds. We value these investments at their original purchase prices plus interest that has accrued at the stated rate. Income related to these securities is recorded in interest income in the consolidated statements of operations. | |||||||||||||
Derivative Financial Instruments | Derivative Financial Instruments | ||||||||||||
We record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting for cash flow hedges generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions. | |||||||||||||
Concentrations of Credit Risk | Concentrations of Credit Risk | ||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. At times, cash balances held at financial institutions are in excess of federally insured limits. | |||||||||||||
In fiscal 2014, 2013, and 2012, we purchased approximately 82%, 66%, and 72%, respectively, of our inventory through one agent, which may potentially subject us to risks of concentration related to sourcing of our inventory. | |||||||||||||
Accounts Receivable | Accounts Receivable | ||||||||||||
We record accounts receivable net of an allowance for doubtful accounts. Accounts receivable primarily include amounts due from major credit card companies, amounts due from franchisees for royalties and consumer product sales, duty drawback receivables (refund of certain custom duties paid to the U.S. Customs and Border Protection upon importation of merchandise inventories), income tax refunds receivable, and amounts due from landlord construction allowances. We estimate our allowance for doubtful accounts by considering a number of factors, including the length of time accounts receivable are past due and our previous loss history. The provision for doubtful accounts receivable is included in selling, general and administrative expenses (“SG&A”). Write-offs were insignificant for all periods presented. | |||||||||||||
Merchandise Inventories | Merchandise Inventories | ||||||||||||
Merchandise inventories are recorded at the lower of cost or market (“LCM”), determined on a weighted-average basis. We review our inventory levels to identify slow-moving merchandise and broken assortments (items no longer in stock in a sufficient range of sizes) and record an adjustment when the future estimated selling price is less than cost. We take a physical count of inventories in all stores once a year and in some stores twice a year, and perform cycle counts throughout the year in our Dixon distribution center. We also perform an annual physical count of inventories at our third-party fulfillment center in Ohio. We record an inventory shrink adjustment based upon physical counts and also provide for estimated shrink adjustments for the period between the last physical inventory count and each balance sheet date. Our inventory shrink estimate can be affected by changes in merchandise mix and changes in actual shrink trends. Our LCM estimate can be affected by changes in consumer demand and the promotional environment. | |||||||||||||
Property and Equipment | Property and Equipment | ||||||||||||
Property and equipment acquired after the Transaction Date are recorded at cost. Property and equipment acquired in the Merger are stated at estimated fair value as of the Transaction Date, less accumulated depreciation and amortization recorded subsequent to the Merger. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from approximately 3 to 25 years, except for our buildings and building improvements in Dixon, California, which have useful lives of 39 years. Leasehold improvements, which include an allocation of directly-related internal payroll costs for employees dedicated to real estate construction projects, are amortized over the lesser of the applicable lease term, which ranges from 5 to 13 years, or the estimated useful life of the improvements. Assets recorded under capital lease are amortized over the lease term. Software costs are amortized using the straight-line method based on an estimated useful life of 3 to 7 years. Repair and maintenance costs are expensed as incurred. | |||||||||||||
The Company capitalizes development-stage website development costs such as direct external costs and direct payroll related costs. When development is substantially complete, the Company amortizes the website costs on a straight-line basis over the expected life, which is generally 3 years. Preliminary project costs and post-implementation costs such as training, maintenance and support are expensed as incurred. | |||||||||||||
Store Asset Impairment | Store Asset Impairment | ||||||||||||
Store assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the undiscounted future cash flows from the asset group are less than the carrying value, a loss is recognized equal to the difference between the carrying value of the asset group and its fair value. The fair value of the asset group is estimated based on discounted future cash flows using a discount rate commensurate with the risk. The asset group is determined at the store level, which is the lowest level for which identifiable cash flows are available. Decisions to close a store or facility can also result in accelerated depreciation over the revised useful life. For locations to be closed that are under long-term leases, we record a charge for lease buyout expense or the difference between our rent and the rate at which we expect to be able to sublease the properties and related costs, as appropriate. Most closures occur upon the lease expiration. The estimate of future cash flows is based on historical experience and typically third-party advice or market data. These estimates can be affected by factors such as future store profitability, real estate demand and economic conditions that can be difficult to predict. | |||||||||||||
Goodwill | Goodwill and Other Intangible Assets | ||||||||||||
Goodwill | |||||||||||||
In connection with the Merger, we allocated goodwill to our reporting units, which we concluded were the same as our operating segments (see Note 17): Gymboree Retail (including an online store), Gymboree Outlet, Janie and Jack (including an online store), Crazy 8 (including an online store), Gymboree Play & Music and International Retail Franchise. We allocated goodwill to the reporting units by calculating the fair value of each reporting unit and deriving the implied fair value of each reporting unit’s goodwill as of the Merger. | |||||||||||||
Goodwill is tested for impairment on an annual basis at the end of our tenth fiscal period (fiscal November) and at an interim date if indicators of impairment exist. Events that could result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. | |||||||||||||
Goodwill is tested by performing a two-step goodwill impairment test. The first step of the two-step goodwill impairment test is to compare the fair value of the reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step of the two-step goodwill impairment test is required to measure the goodwill impairment loss. The second step includes valuing all the tangible and intangible assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit’s goodwill is compared to the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying amount. | |||||||||||||
Calculating the fair value of a reporting unit and the implied fair value of reporting unit goodwill requires significant judgment. The use of different assumptions, estimates or judgments in either step of the goodwill impairment testing process, such as the estimated future cash flows of reporting units, the discount rate used to discount such cash flows, or the estimated fair value of the reporting units’ tangible and intangible assets and liabilities, could significantly increase or decrease the estimated fair value of a reporting unit or its net assets. | |||||||||||||
Indefinite-Lived Intangible Assets | Indefinite-Lived Intangible Assets | ||||||||||||
Indefinite-lived intangible assets primarily represent trade names for each of our brands. We do not amortize intangible assets with indefinite useful lives. We test indefinite-lived intangible assets for impairment on annual basis at the end of our tenth fiscal period (fiscal November), and more frequently if indicators of potential impairment exist and indicate that it is more likely than not that the asset is impaired. Impairment of indefinite-lived intangible assets is measured by comparing the carrying amount of the asset to the discounted future cash flows that the asset is expected to generate using the relief from royalty method. If we determine that an individual asset is impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. Calculating the fair value of indefinite-lived intangible assets requires significant judgment. The use of different assumptions, estimates or judgments, such as the estimated future cash flows, royalty rates or the discount rate used to discount such cash flows, could significantly increase or decrease the estimated fair value of our indefinite-lived intangible assets. | |||||||||||||
Other Intangible Assets and Liabilities | Other Intangible Assets and Liabilities | ||||||||||||
Other intangible assets primarily represent franchise agreements, reacquired franchise rights, below market leases and a co-branded credit card agreement. Other intangible liabilities represent above market leases and are included in lease incentives and other liabilities. Other intangible assets and liabilities are amortized on a straight-line basis over their estimated useful lives. | |||||||||||||
We review other intangible assets with finite lives for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability of these other intangible assets is measured by comparing the carrying amount of the asset to the future undiscounted cash flows that the asset is expected to generate. If the undiscounted future cash flows are less than the carrying amount, the purchased other intangible assets with finite lives are considered to be impaired. The amount of the impairment is measured as the difference between the carrying amount of these assets and their estimated fair value. The fair value of the asset is estimated based on discounted future cash flows using a discount rate commensurate with the risk. Our estimate of future cash flows requires assumptions and judgment, including forecasting future sales and expenses and estimating useful lives of the assets. The use of different assumptions, estimates or judgments, such as the estimated future cash flows or the discount rate used to discount such cash flows, could significantly increase or decrease the estimated fair value of our other intangible assets with finite lives. | |||||||||||||
Income Taxes | Income Taxes | ||||||||||||
We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities. We establish valuation allowances when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in the tax provision in the period of change. We consider all available positive and negative evidence in evaluating whether a valuation allowance is required, including prior earnings history, actual earnings over the previous 12 quarters on a cumulative basis, carryback and carryforward periods, and tax planning strategies that could potentially enhance the likelihood of realization of a deferred tax asset. Based on the weight of the positive and negative evidence, we recorded a valuation allowance in fiscal 2014 and 2013 as described in Note 12. We are subject to periodic audits by the Internal Revenue Service and other taxing authorities. These audits may challenge certain of our tax positions such as the timing and amount of deductions and allocation of taxable income to the various tax jurisdictions. As of January 31, 2015 and February 1, 2014, we had unrecognized tax benefits of $5.6 million and $6.6 million, respectively. Determining income tax expense for tax contingencies requires management to make assumptions that are subject to factors such as proposed assessments by tax authorities, changes in facts and circumstances, issuance of new regulations, and resolution of tax audits. Actual results could materially differ from these estimates and could significantly affect the effective tax rate and cash flows in future years. | |||||||||||||
Rent Expense | Rent Expense | ||||||||||||
Many of our operating leases contain free rent periods and predetermined fixed increases of the minimum rental rate during the initial lease term. For these leases, we recognize the related rental expense on a straight-line basis over the life of the lease, starting at the time we take possession of the property. Certain leases provide for contingent rents that are not measurable at inception. These amounts are excluded from minimum rent and are included in the determination of rent expense when it is probable that an expense has been incurred and the amount is reasonably estimable. | |||||||||||||
Lease Allowances | Lease Allowances | ||||||||||||
As part of many lease agreements, we receive allowances from landlords. The allowances are included in lease incentives and other liabilities and are amortized as a reduction of rent expense on a straight-line basis over the term of the lease, starting at the time we take possession of the property. | |||||||||||||
Self-Insurance | Self-Insurance | ||||||||||||
We are partially self-insured for workers’ compensation insurance. We record a liability, determined actuarially, for claims filed and claims incurred, but not yet reported. This liability totaled $6.6 million and $5.1 million as of January 31, 2015 and February 1, 2014, respectively. Any actuarial projection of losses is subject to a high degree of variability due to external factors, including future inflation rates, litigation trends, legal interpretations, benefit level changes and claim settlement patterns. We also record a liability for employee-related health care benefits that are partially self-insured or fully self-insured, by considering claims filed and estimates of claims incurred, but not yet reported. This liability totaled $1.4 million as of fiscal year-end 2014 and 2013. If the actual amount of claims filed exceeds our estimates, reserves recorded may not be sufficient and additional accruals may be required in future periods. These liabilities are included in accrued liabilities. | |||||||||||||
Foreign Currency | Foreign Currency | ||||||||||||
Assets and liabilities of foreign subsidiaries are translated into United States dollars at the exchange rates effective on the balance sheet date. Revenues, costs of sales, expenses and other income are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are recorded as other comprehensive income (loss) within stockholders’ (deficit) equity. Foreign currency transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in other (expense) income within the consolidated statements of operations. | |||||||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||
Revenue is recognized at the point of sale in retail stores. Online revenue is recorded when merchandise is received by the customer. Online customers generally receive merchandise within three to six days of shipment. Shipping fees received from customers are included in net sales and the associated shipping costs are included in cost of goods sold. We also sell gift cards in our retail store locations, through our online stores and through third parties. Revenue is recognized in the period that the gift card is redeemed. We recognize unredeemed gift card and merchandise credit balances when we can determine the portion of the liability for which redemption is remote (generally three years after issuance). These amounts are recorded as other income within SG&A expenses and totaled $2.6 million, $1.9 million, and $1.6 million during fiscal 2014, 2013, and 2012, respectively. Sales are presented net of sales return reserve, which is estimated based on historical return trends. Net retail sales also include revenue from our co-branded credit card. We present taxes collected from customers and remitted to governmental authorities on a net basis (excluded from revenues). | |||||||||||||
Below is a summary of activity in the sales return reserve for the fiscal years ended (in thousands): | |||||||||||||
January 31, 2015 | February 1, 2014 | February 2, 2013 | |||||||||||
Balance, beginning of period | $ | 1,434 | $ | 2,508 | $ | 2,363 | |||||||
Provision for sales return | 29,765 | 28,154 | 28,976 | ||||||||||
Actual sales returns | (29,719 | ) | (29,228 | ) | (28,831 | ) | |||||||
Balance, end of period | $ | 1,480 | $ | 1,434 | $ | 2,508 | |||||||
For the Gymboree Play & Music operations, initial franchise and transfer fees for all sites sold in a territory are recognized as revenue when the franchisee has paid the initial franchise or transfer fee, in the form of cash and/or a note payable, the franchisee has fully executed a franchise agreement and we have substantially completed our obligations under such agreement. We receive royalties based on each franchisee’s gross receipts from operations. Such royalty fees are recognized when earned. We also recognize revenues from consumer products and equipment sold to franchisees at the time title transfers to the franchisees. | |||||||||||||
For the retail franchise business, revenues consist of initial franchise fees, royalties and/or sales of authorized product. Initial franchise fees relating to area franchise sales are recognized as revenue when the franchisee has met all material conditions and we have substantially completed our obligations under such agreement, typically upon store opening. Royalties are generally based on each franchisee’s gross receipts from operations and are recorded when earned. Revenues from consumer products sold to franchisees are recorded at the time title transfers to the franchisees. We present taxes withheld by international franchises and remitted to governmental authorities on a gross basis (included in revenues). | |||||||||||||
Loyalty Program | Loyalty Program | ||||||||||||
Customers who enroll in the Gymboree Rewards program earn points with every purchase at Gymboree and Gymboree Outlet stores, as well as online at www.gymboree.com. Those customers who reach a cumulative purchase threshold receive a rewards certificate that can be used towards the future purchase of goods at Gymboree and Gymboree Outlet stores as well as online within 45 days from the date it is issued. We estimate the cost of rewards that will ultimately be redeemed and record this cost as a reduction of net retail sales as reward points are earned. This liability was approximately $1.8 million and $1.4 million as of January 31, 2015 and February 1, 2014, respectively, and is included in accrued liabilities. | |||||||||||||
Co-Branded Credit Card | Co-Branded Credit Card | ||||||||||||
We have co-branded credit card agreements (the “Agreements”) with a third-party bank and Visa U.S.A. Inc. for the issuance of a Visa credit card bearing the Gymboree logo and administration of an associated incentive program for cardholders. We recognize revenues related to the Agreements as follows: | |||||||||||||
• | New account fees are reported in retail sales and are recognized on a straight-line basis over 5 years, the estimated life of the cardholder relationship. | ||||||||||||
• | Credit card usage fees are recognized as retail revenues as actual credit card usage occurs. | ||||||||||||
• | Rewards earned are recorded as gift card liabilities and recognized as retail revenues when the gift cards are redeemed. | ||||||||||||
During fiscal 2014, 2013, and 2012, we recognized approximately $1.9 million, $1.5 million, and $1.6 million, respectively, in revenue from these Agreements. These amounts are included in net retail sales in the accompanying consolidated statements of operations. | |||||||||||||
Cost of Goods Sold | Cost of Goods Sold | ||||||||||||
Cost of goods sold (“COGS”) includes cost of goods, buying department expenses (including related depreciation), occupancy expenses (including amortization of below and above market leases), and shipping costs. Cost of goods consists of cost of merchandise, inbound freight and other inventory-related costs, such as shrinkage costs and lower of cost or market adjustments. Buying expenses include costs incurred to design, produce and allocate merchandise. Occupancy expenses consist of rent and other lease-required costs, including common area maintenance and utilities. Shipping costs consist of third-party delivery services to customers. As we record certain distribution expenses as a component of SG&A expenses and do not include such costs in cost of goods sold, our cost of goods sold and gross profit may not be comparable to those of other companies. Distribution expenses recorded as a component of SG&A expenses amounted to $43.1 million, $37.9 million, and $33.4 million during fiscal 2014, 2013, and 2012, respectively. | |||||||||||||
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses | ||||||||||||
SG&A expenses consist of non-occupancy-related costs associated with our retail stores, distribution center and shared corporate services. These costs include payroll and benefits, depreciation and amortization, credit card fees, advertising, store pre-opening costs and other general expenses. Our distribution costs recorded in SG&A expenses represent primarily outbound shipping and handling expenses to our stores. | |||||||||||||
Store Pre-opening Costs | Store Pre-opening Costs | ||||||||||||
Store pre-opening costs are expensed as incurred. | |||||||||||||
Advertising | Advertising | ||||||||||||
We capitalize direct costs for the development, production, and circulation of direct response advertising and amortize such costs over the expected sales realization cycle, typically four to six weeks. Deferred direct response costs, included in prepaid expenses, were $0.9 million and $0.5 million as of January 31, 2015 and February 1, 2014, respectively. | |||||||||||||
All other advertising costs are expensed as incurred. Advertising costs totaled approximately $24.4 million, $20.5 million, and $20.8 million during fiscal 2014, 2013, and 2012, respectively. | |||||||||||||
Share-Based Compensation | Share-Based Compensation | ||||||||||||
We recognize compensation expense on a straight-line basis for options and awards with time-based service conditions. | |||||||||||||
Recently Issued Accounting Standards | Recently Issued Accounting Standards | ||||||||||||
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amendments do not affect the current guidance on the recognition and measurement of debt issuance costs. This ASU would be applied retrospectively to all prior periods and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. We have not yet determined the impact of the new standard on our consolidated financial statements. | |||||||||||||
In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). The amendments are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. We have not yet determined the impact of the new standard on our consolidated financial statements. | |||||||||||||
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, to provide guidance on principles and definitions to reduce diversity in the timing and content of disclosures when evaluating whether there is substantial doubt about an organization’s ability to continue as a going concern. This ASU is effective in the annual period ending after December 15, 2016, with early adoption permitted. We have not yet determined the impact of the new standard on our consolidated financial statements. | |||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, to clarify the principles of recognizing revenue and create common revenue recognition guidance between U.S. generally accepted accounting principles and International Financial Reporting Standards. This ASU is effective for fiscal years and interim periods within those years, beginning after December 15, 2016, and is to be applied either retrospectively to each prior reporting period presented or with the cumulative effect recognized at the date of initial adoption as an adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets). In April 2015, the FASB proposed a deferral of this ASU’s effective date by one year, to December 15, 2017. The proposed deferral allows early adoption at the original effective date. We have not yet determined the impact of the new standard on our consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||
Retail Stores by Geographical Area | As of January 31, 2015, we operated a total of 1,326 retail stores, as follows: | ||||||||||||||||||||
United States | Canada | Australia | Puerto Rico | Total | |||||||||||||||||
Gymboree® stores | 554 | 48 | 5 | 1 | 608 | ||||||||||||||||
Gymboree Outlet stores | 168 | — | — | 1 | 169 | ||||||||||||||||
Janie and Jack® shops (including Janie and Jack outlets) | 147 | — | — | — | 147 | ||||||||||||||||
Crazy 8® stores (including Crazy 8 outlets) | 402 | — | — | — | 402 | ||||||||||||||||
1,271 | 48 | 5 | 2 | 1,326 | |||||||||||||||||
In addition, as of January 31, 2015, overseas franchisees and Gymboree China operated 89 retail stores, as follows: | |||||||||||||||||||||
Overseas | Gymboree China | Total | |||||||||||||||||||
Franchisees (1) | |||||||||||||||||||||
Gymboree® stores | 61 | 24 | 85 | ||||||||||||||||||
Janie and Jack® shops | 1 | — | 1 | ||||||||||||||||||
Crazy 8® stores | 3 | — | 3 | ||||||||||||||||||
65 | 24 | 89 | |||||||||||||||||||
-1 | Overseas franchisees operated retail stores in the Middle East, South Korea and Latin America. | ||||||||||||||||||||
Summary of Activity in Sales Return Reserve | Below is a summary of activity in the sales return reserve for the fiscal years ended (in thousands): | ||||||||||||||||||||
January 31, 2015 | February 1, 2014 | February 2, 2013 | |||||||||||||||||||
Balance, beginning of period | $ | 1,434 | $ | 2,508 | $ | 2,363 | |||||||||||||||
Provision for sales return | 29,765 | 28,154 | 28,976 | ||||||||||||||||||
Actual sales returns | (29,719 | ) | (29,228 | ) | (28,831 | ) | |||||||||||||||
Balance, end of period | $ | 1,480 | $ | 1,434 | $ | 2,508 | |||||||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | The tables below present our assets and liabilities measured at fair value on a recurring basis as of January 31, 2015 and February 1, 2014, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands). There were no transfers into or out of Level 1 and Level 2 during fiscal 2014 or 2013. | ||||||||||||||||
January 31, 2015 | |||||||||||||||||
Quoted Prices in | Significant Other | Significant | |||||||||||||||
Active Markets for | Observable | Unobservable | |||||||||||||||
Identical Assets | Inputs | Inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | Total Fair Value | ||||||||||||||
Assets | |||||||||||||||||
Interest rate caps | $ | — | $ | 17 | $ | — | $ | 17 | |||||||||
Forward foreign exchange contracts | — | 96 | — | 96 | |||||||||||||
Total | $ | — | $ | 113 | $ | — | $ | 113 | |||||||||
February 1, 2014 | |||||||||||||||||
Quoted Prices in | Significant Other | Significant | |||||||||||||||
Active Markets for | Observable | Unobservable | |||||||||||||||
Identical Assets | Inputs | Inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | Total Fair Value | ||||||||||||||
Assets | |||||||||||||||||
Money market funds | $ | 14,571 | $ | — | $ | — | $ | 14,571 | |||||||||
Interest rate caps | — | 599 | — | 599 | |||||||||||||
Forward foreign exchange contracts | — | 348 | — | 348 | |||||||||||||
Total | $ | 14,571 | $ | 947 | $ | — | $ | 15,518 | |||||||||
Estimated Fair Value of Long-Term Debt | The estimated fair value of long-term debt is as follows (in thousands): | ||||||||||||||||
January 31, 2015 | February 1, 2014 | ||||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||
Term loan | $ | 768,048 | $ | 530,680 | $ | 767,742 | $ | 692,192 | |||||||||
Notes | 346,000 | 128,020 | 346,000 | 308,805 | |||||||||||||
Total | $ | 1,114,048 | $ | 658,700 | $ | 1,113,742 | $ | 1,000,997 | |||||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets and Liabilities (Tables) | 12 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Goodwill Allocated to Reportable Segments | Goodwill allocated to our reportable segments as of January 31, 2015, February 1, 2014, and February 2, 2013 is as follows (in thousands): | ||||||||||||||||
Retail Stores | Gymboree Play | International Retail | |||||||||||||||
Segment | & Music Segment | Franchise Segment | Total | ||||||||||||||
Balance as of January 31, 2015 | |||||||||||||||||
Goodwill | $ | 887,241 | $ | 16,389 | $ | 23,636 | $ | 927,266 | |||||||||
Accumulated impairment losses | (547,285 | ) | — | — | (547,285 | ) | |||||||||||
Effect of exchange rate fluctuations | (6,147 | ) | — | — | (6,147 | ) | |||||||||||
$ | 333,809 | $ | 16,389 | $ | 23,636 | $ | 373,834 | ||||||||||
Balance as of February 1, 2014 | |||||||||||||||||
Goodwill | $ | 887,241 | $ | 16,389 | $ | 23,636 | $ | 927,266 | |||||||||
Accumulated impairment losses | (168,489 | ) | — | — | (168,489 | ) | |||||||||||
$ | 718,752 | $ | 16,389 | $ | 23,636 | $ | 758,777 | ||||||||||
Balance as of February 2, 2013 | |||||||||||||||||
Goodwill | $ | 887,241 | $ | 16,389 | $ | 23,636 | $ | 927,266 | |||||||||
Accumulated impairment losses | (28,300 | ) | — | — | (28,300 | ) | |||||||||||
$ | 858,941 | $ | 16,389 | $ | 23,636 | $ | 898,966 | ||||||||||
Goodwill Impairment and Other Changes in Goodwill | Goodwill impairment and other changes in goodwill during fiscal 2014, 2013, and 2012 are as follows (in thousands): | ||||||||||||||||
Retail Stores | Gymboree Play | International Retail | |||||||||||||||
Segment | & Music Segment | Franchise Segment | Total | ||||||||||||||
Fiscal 2014 - Impairment losses | $ | (378,796 | ) | $ | — | $ | — | $ | (378,796 | ) | |||||||
Fiscal 2013 - Impairment losses | $ | (140,189 | ) | $ | — | $ | — | $ | (140,189 | ) | |||||||
Fiscal 2012 - Other | $ | (131 | ) | $ | — | $ | — | $ | (131 | ) | |||||||
Intangible Assets and Liabilities | Intangible assets and liabilities consist of the following (in thousands): | ||||||||||||||||
January 31, 2015 | |||||||||||||||||
Gross Carrying | Accumulated | Accumulated | Net Amount | ||||||||||||||
Amount | Amortization | Impairment | |||||||||||||||
Intangible Assets Not Subject to Amortization: | |||||||||||||||||
Trade names | $ | 567,012 | $ | — | $ | (229,600 | ) | $ | 337,412 | ||||||||
Intangible Assets Subject to Amortization: | |||||||||||||||||
Customer relationships | 770 | (605 | ) | — | 165 | ||||||||||||
Below market leases | 5,274 | (3,486 | ) | — | 1,788 | ||||||||||||
Co-branded credit card agreement | 4,000 | (2,573 | ) | — | 1,427 | ||||||||||||
Franchise agreements and reacquired franchise rights | 6,625 | (3,865 | ) | — | 2,760 | ||||||||||||
16,669 | (10,529 | ) | — | 6,140 | |||||||||||||
Total other intangible assets | $ | 583,681 | $ | (10,529 | ) | $ | (229,600 | ) | $ | 343,552 | |||||||
Intangible Liabilities Subject to Amortization: | |||||||||||||||||
Above market leases (included in Lease incentives and other liabilities) | $ | (11,400 | ) | $ | 6,795 | $ | — | $ | (4,605 | ) | |||||||
The decrease in the gross carrying amount of customer relationships, below market leases, franchise agreements and reacquired franchise rights, and above market leases from February 1, 2014 to January 31, 2015, reflects the write off of certain fully amortized intangibles. | |||||||||||||||||
February 1, 2014 | |||||||||||||||||
Gross Carrying | Accumulated | Accumulated | Net Amount | ||||||||||||||
Amount | Amortization | Impairment | |||||||||||||||
Intangible Assets Not Subject to Amortization: | |||||||||||||||||
Trade names | $ | 567,494 | $ | — | $ | (17,000 | ) | $ | 550,494 | ||||||||
Intangible Assets Subject to Amortization: | |||||||||||||||||
Customer relationships | 37,551 | (36,803 | ) | — | 748 | ||||||||||||
Below market leases | 7,055 | (4,195 | ) | — | 2,860 | ||||||||||||
Co-branded credit card agreement | 4,000 | (1,958 | ) | — | 2,042 | ||||||||||||
Franchise agreements and reacquired franchise rights | 6,632 | (2,952 | ) | — | 3,680 | ||||||||||||
55,238 | (45,908 | ) | — | 9,330 | |||||||||||||
Total other intangible assets | $ | 622,732 | $ | (45,908 | ) | $ | (17,000 | ) | $ | 559,824 | |||||||
Intangible Liabilities Subject to Amortization: | |||||||||||||||||
Above market leases (included in Lease incentives and other liabilities) | $ | (16,631 | ) | $ | 9,999 | $ | — | $ | (6,632 | ) | |||||||
Useful Lives of Intangible Assets | The Company assigned the following useful lives to its intangible assets: | ||||||||||||||||
Useful Life | Location of | ||||||||||||||||
Amortization | |||||||||||||||||
Expense | |||||||||||||||||
Trade names | Indefinite | — | |||||||||||||||
Customer relationships | 2 – 2.3 years | SG&A | |||||||||||||||
Below market leases | Remaining lease term | COGS | |||||||||||||||
Co-branded credit card agreement | 6.5 years | SG&A | |||||||||||||||
Retail franchise agreement | 6 years | SG&A | |||||||||||||||
Gymboree Play & Music reacquired franchise rights | Remaining contractual term | SG&A | |||||||||||||||
Gymboree Play & Music franchise agreements | 14 years | SG&A | |||||||||||||||
Above market leases | Remaining lease term | COGS | |||||||||||||||
Net Amortization Expense (Income) | Net amortization income (expense) is presented below for the fiscal years ended (in thousands): | ||||||||||||||||
January 31, 2015 | February 1, 2014 | February 2, 2013 | |||||||||||||||
Cost of goods sold - Amortization income | $ | 958 | $ | 1,446 | $ | 1,868 | |||||||||||
Selling, general and administrative expenses - Amortization expense | $ | (2,118 | ) | $ | (3,842 | ) | $ | (17,360 | ) | ||||||||
Estimated Amortization Expense Income Related to Intangible Assets and Liabilities | We estimate that amortization expense (income) related to intangible assets and liabilities will be as follows in each of the next five fiscal years and thereafter (in thousands): | ||||||||||||||||
Below Market | Above Market | Other | |||||||||||||||
Fiscal | Leases | Leases | Intangibles | Total | |||||||||||||
2015 | $ | 835 | $ | (1,579 | ) | $ | 1,731 | $ | 987 | ||||||||
2016 | $ | 483 | $ | (1,428 | ) | $ | 1,400 | $ | 455 | ||||||||
2017 | $ | 342 | $ | (1,016 | ) | $ | 332 | $ | (342 | ) | |||||||
2018 | $ | 110 | $ | (464 | ) | $ | 136 | $ | (218 | ) | |||||||
2019 | $ | 15 | $ | (38 | ) | $ | 136 | $ | 113 | ||||||||
Thereafter | $ | 3 | $ | (80 | ) | $ | 617 | $ | 540 |
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Accrued Liabilities | Accrued liabilities consist of the following (in thousands): | ||||||||
January 31, 2015 | February 1, 2014 | ||||||||
Unredeemed gift cards, gift certificates, merchandise credits and customer deposits | $ | 24,924 | $ | 26,753 | |||||
Employee compensation related expenses | 23,705 | 20,359 | |||||||
Corporate expenses | 21,054 | 28,320 | |||||||
Accrued interest | 9,845 | 9,897 | |||||||
Store operating expenses | 7,822 | 9,199 | |||||||
Sales taxes | 1,554 | 1,645 | |||||||
Other | 5,901 | 4,130 | |||||||
Total | $ | 94,805 | $ | 100,303 | |||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Long-Term Debt | Long-term debt consists of (in thousands): | ||||||||
January 31, 2015 | February 1, 2014 | ||||||||
Term loan due February 2018, Adjusted LIBOR (with a floor of 1.5%) plus 3.5%, net of discount of $1,054 and $1,360 | $ | 768,048 | $ | 767,742 | |||||
Senior notes due December 2018, 9.125% | 346,000 | 346,000 | |||||||
Long-term debt | $ | 1,114,048 | $ | 1,113,742 | |||||
Schedule of Redemption Prices | We may redeem the Notes, in whole or in part, upon at least 30 days prior notice, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on December 1 of each of the years indicated below: | ||||||||
Year | Percentage | ||||||||
2014 | 104.563 | % | |||||||
2015 | 102.281 | % | |||||||
2016 and thereafter | 100 | % | |||||||
Scheduled Future Minimum Principal Payments on Long-Term Debt, Excluding Accretion of Original Issue Discount | Future minimum principal payments on long-term debt, excluding accretion of original issue discount (“OID”) of $1.1 million, as of January 31, 2015, are as follows (in thousands): | ||||||||
Fiscal years | Principal Payments | ||||||||
2015 | $ | — | |||||||
2016 | — | ||||||||
2017 | 6,502 | ||||||||
2018 | 1,108,600 | ||||||||
Total | $ | 1,115,102 | |||||||
Estimated Amortization of Deferred Financing Costs for Each of Next Five Fiscal Years | Amortization of deferred financing costs for each of the next five fiscal years is estimated to be as follows (in thousands): | ||||||||
Fiscal years | Amount | ||||||||
2015 | $ | 7,269 | |||||||
2016 | 7,741 | ||||||||
2017 | 7,269 | ||||||||
2018 | 3,343 | ||||||||
2019 | — | ||||||||
Total | $ | 25,622 | |||||||
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 12 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Fair Value of Derivative Financial Instruments | The table below presents the fair value of all of our derivative financial instruments as well as their classification on the consolidated balance sheets (in thousands) (see Note 2). | ||||||||||||||||
January 31, 2015 | February 1, 2014 | ||||||||||||||||
Derivative | Derivative | ||||||||||||||||
Assets | Assets | ||||||||||||||||
Other Assets | |||||||||||||||||
Purchased interest rate caps | $ | 17 | $ | 599 | |||||||||||||
Forward foreign exchange contracts | 96 | 348 | |||||||||||||||
Total | $ | 113 | $ | 947 | |||||||||||||
Effect of Derivative Financial Instruments on Consolidated Statements of Operations and Comprehensive Loss | The tables below present the effect of all of our derivative financial instruments on the consolidated statements of operations and comprehensive loss (in thousands). No amounts were reclassified from accumulated other comprehensive loss into earnings as a result of forecasted transactions that failed to occur or as a result of hedge ineffectiveness (see Note 14). | ||||||||||||||||
Year Ended January 31, 2015 | |||||||||||||||||
Gains / (Losses) | Location of Gains | Gains / (Losses) | |||||||||||||||
Recognized in OCI | (Losses) Reclassified | Reclassified from | |||||||||||||||
on Derivative | from Accumulated | Accumulated OCI | |||||||||||||||
(Effective Portion) | OCI into Income | into Income | |||||||||||||||
(Effective Portion) | (Effective Portion) | ||||||||||||||||
Interest rate caps | $ | (582 | ) | Interest expense | $ | (2,062 | ) | ||||||||||
Forward foreign exchange contracts | 290 | Cost of goods sold | 455 | ||||||||||||||
Total | $ | (292 | ) | $ | (1,607 | ) | |||||||||||
Year Ended February 1, 2014 | |||||||||||||||||
Gains / (Losses) | Location of Gains | Gains / (Losses) | |||||||||||||||
Recognized in OCI | (Losses) Reclassified | Reclassified from | |||||||||||||||
on Derivative | from Accumulated | Accumulated OCI | |||||||||||||||
(Effective Portion) | OCI into Income | into Income | |||||||||||||||
(Effective Portion) | (Effective Portion) | ||||||||||||||||
Interest rate caps | $ | (365 | ) | Interest expense | $ | (1,135 | ) | ||||||||||
Forward foreign exchange contracts | 715 | Cost of goods sold | 266 | ||||||||||||||
Total | $ | 350 | $ | (869 | ) | ||||||||||||
Year Ended February 2, 2013 | |||||||||||||||||
Gains / (Losses) | Location of Gains | Gains / (Losses) | |||||||||||||||
Recognized in OCI | (Losses) Reclassified | Reclassified from | |||||||||||||||
on Derivative | from Accumulated | Accumulated OCI | |||||||||||||||
(Effective Portion) | OCI into Income | into Income | |||||||||||||||
(Effective Portion) | (Effective Portion) | ||||||||||||||||
Interest rate caps | $ | (396 | ) | Interest expense | $ | (300 | ) | ||||||||||
Forward foreign exchange contracts | (33 | ) | Cost of goods sold | 81 | |||||||||||||
Total | $ | (429 | ) | $ | (219 | ) | |||||||||||
Designated as Hedging Instrument | |||||||||||||||||
Outstanding Derivatives - Cash Flow Hedges | We had the following outstanding derivatives designated as cash flow hedges (U.S. dollars in thousands): | ||||||||||||||||
January 31, 2015 | February 1, 2014 | ||||||||||||||||
Number of | Notional | Number of | Notional | ||||||||||||||
Instruments | (USD) | Instruments | (USD) | ||||||||||||||
Interest rate derivatives | |||||||||||||||||
Purchased interest rate caps | 4 | $ | 700,000 | 4 | $ | 700,000 | |||||||||||
Foreign exchange derivatives | |||||||||||||||||
Forward foreign exchange contracts | 6 | 4,633 | 6 | 5,029 | |||||||||||||
Total | 10 | $ | 704,633 | 10 | $ | 705,029 | |||||||||||
Lease_Incentives_and_Other_Lia1
Lease Incentives and Other Liabilities (Tables) | 12 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Lease Incentives and Other Liabilities | Lease incentives and other liabilities consist of the following (in thousands): | ||||||||
January 31, 2015 | February 1, 2014 | ||||||||
Above market leases | $ | 4,605 | $ | 6,632 | |||||
Deferred rent | 20,822 | 15,583 | |||||||
Lease allowances | 25,579 | 24,673 | |||||||
Other | 2,671 | 3,544 | |||||||
Total | $ | 53,677 | $ | 50,432 | |||||
Leases_Tables
Leases (Tables) | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Future Minimum Rental Payments under Non Cancelable Operating Leases | Future minimum rental payments under non-cancelable operating leases as of January 31, 2015 are as follows (in thousands): | ||||||||||||
Fiscal years | Amount | ||||||||||||
2015 | $ | 103,433 | |||||||||||
2016 | 94,980 | ||||||||||||
2017 | 83,535 | ||||||||||||
2018 | 63,100 | ||||||||||||
2019 | 48,618 | ||||||||||||
Thereafter | 122,684 | ||||||||||||
Total future minimum lease payments | $ | 516,350 | |||||||||||
Rent Expense | Rent expense, including other lease required expenses such as common area maintenance expenses, real estate taxes, and utilities, were as follows for the fiscal years ended (in thousands): | ||||||||||||
January 31, 2015 | February 1, 2014 | February 2, 2013 | |||||||||||
Minimum rent | $ | 107,927 | $ | 102,482 | $ | 97,092 | |||||||
Other lease required expenses | 55,268 | 53,678 | 50,017 | ||||||||||
Percentage rent expense | 845 | 788 | 551 | ||||||||||
Amortization income of above and below market leases, net | (958 | ) | (1,446 | ) | (1,868 | ) | |||||||
Total rent expense | $ | 163,082 | $ | 155,502 | $ | 145,792 | |||||||
Assets under Capital Lease | As of January 31, 2015 and February 1, 2014, the following assets under capital lease are included under the line property and equipment in our consolidated balance sheets (in thousands): | ||||||||||||
January 31, 2015 | February 1, 2014 | ||||||||||||
Leasehold improvements | $ | 1,776 | $ | 1,776 | |||||||||
Furniture, fixtures and equipment | 2,326 | 2,326 | |||||||||||
Total assets under capital lease | 4,102 | 4,102 | |||||||||||
Less: Accumulated amortization | (1,011 | ) | (297 | ) | |||||||||
Net assets under capital lease | $ | 3,091 | $ | 3,805 | |||||||||
Future Minimum Obligations under Capital Lease | Annual future minimum obligations under capital lease for each of the next five years, as of January 31, 2015, are as follows (in thousands): | ||||||||||||
Fiscal Years | Capital Leases | ||||||||||||
2015 | $ | 838 | |||||||||||
2016 | 838 | ||||||||||||
2017 | 838 | ||||||||||||
2018 | 838 | ||||||||||||
2019 | 876 | ||||||||||||
Total minimum lease payments | 4,228 | ||||||||||||
Less amount representing interest | (826 | ) | |||||||||||
Total future minimum lease payments | 3,402 | ||||||||||||
Less current portion of obligation under capital lease | (552 | ) | |||||||||||
Obligations under capital lease, less current portion | $ | 2,850 | |||||||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Summary of Stock Option Activity | The following table summarizes the stock option activity during fiscal 2014: | ||||||||||||
Number of options | Weighted-average | Weighted-average | |||||||||||
(in thousands) | exercise price per | remaining contractual | |||||||||||
option | life (in years) | ||||||||||||
Outstanding at February 1, 2014 | 896 | $ | 45.23 | 7.5 | |||||||||
Granted | 795 | $ | 28 | ||||||||||
Forfeited | (882 | ) | $ | 44.94 | |||||||||
Outstanding at January 31, 2015 | 809 | $ | 28.61 | 9.6 | |||||||||
Vested and expected to vest at January 31, 2015 (1) | 678 | $ | 28.72 | 9.6 | |||||||||
Exercisable at January 31, 2015 | 175 | $ | 30.65 | 8.9 | |||||||||
-1 | The expected to vest options are the result of applying the pre-vesting forfeiture rate assumptions to total unvested options outstanding. | ||||||||||||
Fair Value of Each Stock Option Granted | The fair value of each stock option granted was estimated using the assumptions below for the fiscal years ended: | ||||||||||||
January 31, 2015 | February 1, 2014 | February 2, 2013 | |||||||||||
Expected dividend rate | 0 | % | 0 | % | 0 | % | |||||||
Expected volatility | 80.9 | % | 75.2 | % | 74.4 | % | |||||||
Risk-free interest rate | 2.1 | % | 1.4 | % | 1.2 | % | |||||||
Expected lives (years) | 6.5 | 6.5 | 6.5 | ||||||||||
Summary of RU Activity under Incentive Plan | A summary of RU activity under the Company’s Incentive Plan was as follows: | ||||||||||||
Number of RUs | Weighted-average | ||||||||||||
(in thousands) | grant date fair value | ||||||||||||
Outstanding at February 1, 2014 | 35 | $ | 45 | ||||||||||
Granted | — | $ | — | ||||||||||
Vested | (13 | ) | $ | 45 | |||||||||
Forfeited | (3 | ) | $ | 45 | |||||||||
Outstanding at January 31, 2015 | 19 | $ | 45 | ||||||||||
Summary of Activity under Phantom Plan | A summary of activity under the Phantom Plan was as follows: | ||||||||||||
Number of units | |||||||||||||
(in thousands) | |||||||||||||
Outstanding at February 1, 2014 | 687 | ||||||||||||
Granted | 99 | ||||||||||||
Forfeited | (109 | ) | |||||||||||
Outstanding at January 31, 2015 | 677 | ||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Amount of Pre Tax Loss Income Attributable to Foreign and Domestic Operations | The pre-tax (loss) income attributable to foreign and domestic operations was as follows for the fiscal years ended (in thousands): | ||||||||||||
January 31, 2015 | February 1, 2014 | February 2, 2013 | |||||||||||
Foreign | $ | (21,813 | ) | $ | (4,372 | ) | $ | 3,910 | |||||
United States | (632,118 | ) | (203,435 | ) | (19,949 | ) | |||||||
Total | $ | (653,931 | ) | $ | (207,807 | ) | $ | (16,039 | ) | ||||
Provision for (Benefit from) Income Taxes | The provision for (benefit from) income taxes consists of the following for the fiscal years ended (in thousands): | ||||||||||||
January 31, 2015 | February 1, 2014 | February 2, 2013 | |||||||||||
Current: | |||||||||||||
Federal | $ | (510 | ) | $ | 2,065 | $ | (1,967 | ) | |||||
State | 2,360 | 2,214 | 1,476 | ||||||||||
Foreign | 2,796 | (2,882 | ) | 1,864 | |||||||||
Total current | 4,646 | 1,397 | 1,373 | ||||||||||
Deferred: | |||||||||||||
Federal | (71,131 | ) | (3,291 | ) | (4,909 | ) | |||||||
State | (8,072 | ) | 1,821 | (1,441 | ) | ||||||||
Foreign | 737 | (1,383 | ) | (659 | ) | ||||||||
Total deferred | (78,466 | ) | (2,853 | ) | (7,009 | ) | |||||||
Total benefit | $ | (73,820 | ) | $ | (1,456 | ) | $ | (5,636 | ) | ||||
Reconciliation of Statutory Federal Income Tax Rate with Effective Income Tax Rate | A reconciliation of the statutory federal income tax rate with our effective income tax rate was as follows for the fiscal years ended: | ||||||||||||
January 31, 2015 | February 1, 2014 | February 2, 2013 | |||||||||||
Statutory federal rate | 35 | % | 35 | % | 35 | % | |||||||
State income taxes, net of income tax benefit | 0.8 | 1.1 | 5.4 | ||||||||||
Non-deductible transaction costs | — | — | (0.2 | ) | |||||||||
Increase in valuation allowances | (3.8 | ) | (12.7 | ) | (3.1 | ) | |||||||
Impact of foreign operations | |||||||||||||
(net of foreign tax deductions/credit) | (0.1 | ) | (0.6 | ) | (7.3 | ) | |||||||
Non-deductible goodwill impairment | (20.3 | ) | (23.6 | ) | — | ||||||||
Cancellation of non-qualified stock options | (0.3 | ) | (0.3 | ) | (5.0 | ) | |||||||
Reserves | — | 0.4 | (4.6 | ) | |||||||||
Federal credits | 0.1 | 0.9 | 12.3 | ||||||||||
Enhanced charitable contributions | 0.1 | 0.3 | 2.5 | ||||||||||
Other | 0.2 | — | 5.5 | ||||||||||
Effective tax rate | 11.7 | 0.5 | 40.5 | ||||||||||
Noncontrolling interest | (0.4 | ) | 0.2 | (5.4 | ) | ||||||||
Total effective tax rate | 11.3 | % | 0.7 | % | 35.1 | % | |||||||
Temporary Differences and Carryforwards Which Give Rise to Deferred Tax Assets and Liabilities | Temporary differences and carryforwards, which give rise to deferred tax assets and liabilities, were as follows (in thousands): | ||||||||||||
January 31, 2015 | February 1, 2014 | ||||||||||||
Deferred tax assets: | |||||||||||||
Inventory | $ | 8,031 | $ | 4,803 | |||||||||
Deferred revenue | 2,858 | 3,193 | |||||||||||
State taxes | 4,160 | 7,052 | |||||||||||
Reserves | 7,152 | 9,341 | |||||||||||
Stock compensation | 4,159 | 4,603 | |||||||||||
Deferred rent | 9,594 | 7,814 | |||||||||||
Net operating loss carryforwards | 37,463 | 25,500 | |||||||||||
Charitable contribution carryovers | 5,299 | 4,092 | |||||||||||
Tax credits | 7,400 | 7,035 | |||||||||||
Other | 7,387 | 6,297 | |||||||||||
Gross deferred tax assets | 93,503 | 79,730 | |||||||||||
Valuation allowance | (58,582 | ) | (31,918 | ) | |||||||||
Total deferred tax assets | $ | 34,921 | $ | 47,812 | |||||||||
Deferred tax liabilities: | |||||||||||||
Prepaid expenses | (2,317 | ) | (2,136 | ) | |||||||||
Fixed asset basis differences | (17,096 | ) | (24,737 | ) | |||||||||
Intangibles | (131,325 | ) | (214,201 | ) | |||||||||
Other | (5,449 | ) | (6,304 | ) | |||||||||
Total deferred tax liabilities | $ | (156,187 | ) | $ | (247,378 | ) | |||||||
Net deferred tax liabilities | $ | (121,266 | ) | $ | (199,566 | ) | |||||||
Net Operating Loss Carryforwards and Tax Credit Carryforwards, with Expiration Dates | As of January 31, 2015, our net operating loss carryforwards and tax credit carryforwards, with expiration dates, were as follows (in millions): | ||||||||||||
January 31, 2015 | Expiration Dates | ||||||||||||
Federal net operating loss | $ | 85.1 | 2030 to 2034 | ||||||||||
State net operating loss | $ | 44.7 | 2023 to 2034 | ||||||||||
China net operating loss | $ | 16.4 | 2016 to 2019 | ||||||||||
Tax credits | $ | 6.6 | 2015 to 2034 | ||||||||||
Other tax credits | $ | 1 | Indefinite | ||||||||||
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | Below is a reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended (in thousands): | ||||||||||||
January 31, 2015 | February 1, 2014 | February 2, 2013 | |||||||||||
Balance at beginning of period | $ | 6,565 | $ | 8,562 | $ | 7,316 | |||||||
Gross increases - tax positions in current period | 473 | 814 | 712 | ||||||||||
Gross increases - tax positions in prior period | 322 | 335 | 1,600 | ||||||||||
Gross decreases - tax positions in prior period | (1,217 | ) | (2,187 | ) | 3 | ||||||||
Settlements | (31 | ) | (178 | ) | (618 | ) | |||||||
Lapsed statutes of limitations | (241 | ) | (353 | ) | (448 | ) | |||||||
Decreases based on currency translation adjustments | (233 | ) | (428 | ) | (3 | ) | |||||||
Balance at end of period | $ | 5,638 | $ | 6,565 | $ | 8,562 | |||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||
Amount Representing Estimated Inventory and Other Purchase Obligation | Amounts representing estimated inventory and other purchase obligations used in the normal course of business as of January 31, 2015 are as follows: | ||||||||||||||||||||
Payments due by period | |||||||||||||||||||||
Less than | |||||||||||||||||||||
($ in thousands) | 1 year | 1-3 years | 3-5 years | After 5 years | Total | ||||||||||||||||
Inventory purchase obligations (1) | $ | 199,142 | $ | — | $ | — | $ | — | $ | 199,142 | |||||||||||
Other purchase obligations (2) | 24,004 | 31,629 | 24,754 | 1,707 | 82,094 | ||||||||||||||||
Total contractual cash obligations | $ | 223,146 | $ | 31,629 | $ | 24,754 | $ | 1,707 | $ | 281,236 | |||||||||||
-1 | Inventory purchase obligations include outstanding purchase orders for merchandise inventories that are enforceable and legally binding on the Company and that specify all significant terms (including fixed or minimum quantities to be purchased), fixed, minimum or variable price provisions, and the approximate timing of the transaction. | ||||||||||||||||||||
-2 | Other purchase obligations include annual commitments of approximately $8.8 million through the second quarter of 2019 under the operating services agreement related to a third party fulfillment center (see Note 10). Also included in other purchase obligations are commitments for professional services, information technology and fixtures and equipment. |
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended | ||||||||||||
Jan. 31, 2015 | |||||||||||||
Components of Accumulated OCI, net of Taxes | The following table shows the components of accumulated other comprehensive loss (“OCI”), net of tax, for the fiscal years ended (in thousands): | ||||||||||||
January 31, 2015 | February 1, 2014 | February 2, 2013 | |||||||||||
Foreign currency translation | $ | (7,043 | ) | $ | 623 | $ | 808 | ||||||
Accumulated changes in fair value of derivative financial instruments, net of tax benefit of $3,982 | (4,188 | ) | (5,503 | ) | (6,722 | ) | |||||||
Total accumulated other comprehensive loss | $ | (11,231 | ) | $ | (4,880 | ) | $ | (5,914 | ) | ||||
Changes in Accumulated OCI Balance by Component | Changes in accumulated OCI balance by component were as follows for the fiscal years ended (in thousands): | ||||||||||||
January 31, 2015 | |||||||||||||
Derivatives | Foreign Currency | Total Accumulated | |||||||||||
Comprehensive (Loss) | |||||||||||||
Income Including | |||||||||||||
Noncontrolling Interest | |||||||||||||
Beginning balance | $ | (5,503 | ) | $ | 623 | $ | (4,880 | ) | |||||
Other comprehensive loss recognized before reclassifications | (292 | ) | (8,108 | ) | (8,400 | ) | |||||||
Amounts reclassified from accumulated other comprehensive loss to earnings | 1,607 | — | 1,607 | ||||||||||
Net current-period other comprehensive income (loss) | 1,315 | (8,108 | ) | (6,793 | ) | ||||||||
Other comprehensive loss attributable to noncontrolling interest | — | 442 | 442 | ||||||||||
Ending balance | $ | (4,188 | ) | $ | (7,043 | ) | $ | (11,231 | ) | ||||
February 1, 2014 | |||||||||||||
Derivatives | Foreign Currency | Total Accumulated | |||||||||||
Comprehensive (Loss) | |||||||||||||
Income Including | |||||||||||||
Noncontrolling Interest | |||||||||||||
Beginning balance | $ | (6,722 | ) | $ | 808 | $ | (5,914 | ) | |||||
Other comprehensive income recognized before reclassifications | 350 | 26 | 376 | ||||||||||
Amounts reclassified from accumulated other comprehensive loss to earnings | 869 | — | 869 | ||||||||||
Net current-period other comprehensive income | 1,219 | 26 | 1,245 | ||||||||||
Other comprehensive income attributable to noncontrolling interest | — | (211 | ) | (211 | ) | ||||||||
Ending balance | $ | (5,503 | ) | $ | 623 | $ | (4,880 | ) | |||||
February 2, 2013 | |||||||||||||
Derivatives | Foreign Currency | Total Accumulated | |||||||||||
Comprehensive (Loss) | |||||||||||||
Income Including | |||||||||||||
Noncontrolling Interest | |||||||||||||
Beginning balance | $ | (6,579 | ) | $ | 754 | $ | (5,825 | ) | |||||
Other comprehensive (loss) income recognized before reclassifications | (429 | ) | 112 | (317 | ) | ||||||||
Amounts reclassified from accumulated other comprehensive loss to earnings | 219 | — | 219 | ||||||||||
Tax benefit | 67 | — | 67 | ||||||||||
Net current-period other comprehensive (loss) income | (143 | ) | 112 | (31 | ) | ||||||||
Other comprehensive income attributable to noncontrolling interest | — | (58 | ) | (58 | ) | ||||||||
Ending balance | $ | (6,722 | ) | $ | 808 | $ | (5,914 | ) | |||||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||||||
Financial Data of Each Reportable Segment | Summary financial data of each reportable segment were as follows for the fiscal years ended (in thousands): | ||||||||||||||||||||||||
January 31, 2015 | |||||||||||||||||||||||||
Retail | Gymboree | International Retail | Intersegment | ||||||||||||||||||||||
Stores | Play & Music | Franchise | VIEs | Elimination | Total | ||||||||||||||||||||
Net sales | $ | 1,172,626 | $ | 17,143 | $ | 19,907 | $ | 26,354 | $ | (7,290 | ) | $ | 1,228,740 | ||||||||||||
Gross profit | $ | 432,286 | $ | 12,476 | $ | 11,158 | $ | 18,711 | $ | (6,083 | ) | $ | 468,548 | ||||||||||||
1-Feb-14 | |||||||||||||||||||||||||
Retail | Gymboree | International Retail | Intersegment | ||||||||||||||||||||||
Stores | Play & Music | Franchise | VIEs | Elimination | Total | ||||||||||||||||||||
Net sales | $ | 1,191,498 | $ | 15,066 | $ | 22,252 | $ | 20,685 | $ | (4,932 | ) | $ | 1,244,569 | ||||||||||||
Gross profit | $ | 443,960 | $ | 10,684 | $ | 11,577 | $ | 14,168 | $ | (4,375 | ) | $ | 476,014 | ||||||||||||
2-Feb-13 | |||||||||||||||||||||||||
Retail | Gymboree | International Retail | Intersegment | ||||||||||||||||||||||
Stores | Play & Music | Franchise | VIEs | Elimination | Total | ||||||||||||||||||||
Net sales | $ | 1,232,985 | $ | 20,988 | $ | 16,893 | $ | 14,242 | $ | (9,444 | ) | $ | 1,275,664 | ||||||||||||
Gross profit | $ | 452,643 | $ | 17,295 | $ | 8,967 | $ | 10,657 | $ | (8,170 | ) | $ | 481,392 | ||||||||||||
Total Assets | |||||||||||||||||||||||||
Retail | Gymboree | International Retail | Intersegment | ||||||||||||||||||||||
Stores | Play & Music | Franchise | VIEs | Elimination | Total | ||||||||||||||||||||
January 31, 2015 | $ | 1,078,973 | $ | 60,190 | $ | 28,886 | $ | 21,449 | $ | (1,555 | ) | $ | 1,187,943 | ||||||||||||
February 1, 2014 | $ | 1,728,186 | $ | 60,942 | $ | 29,256 | $ | 23,208 | $ | (1,488 | ) | $ | 1,840,104 | ||||||||||||
Net Sales and Property and Equipment, Net of Each Geographical Areas | Net sales of our two geographical areas, United States and international, were as follows during the fiscal years ended (in thousands): | ||||||||||||||||||||||||
January 31, 2015 | February 1, 2014 | February 2, 2013 | |||||||||||||||||||||||
United States | $ | 1,153,428 | $ | 1,172,490 | $ | 1,215,159 | |||||||||||||||||||
International | 75,312 | 72,079 | 60,505 | ||||||||||||||||||||||
$ | 1,228,740 | $ | 1,244,569 | $ | 1,275,664 | ||||||||||||||||||||
Property and equipment, net, of our two geographical areas were as follows as of the fiscal years ended (in thousands): | |||||||||||||||||||||||||
January 31, 2015 | February 1, 2014 | ||||||||||||||||||||||||
United States | $ | 172,378 | $ | 196,990 | |||||||||||||||||||||
International | 10,053 | 9,318 | |||||||||||||||||||||||
$ | 182,431 | $ | 206,308 | ||||||||||||||||||||||
Intersegment elimination | |||||||||||||||||||||||||
Intersegment Revenues for Each Reportable Segment | Intersegment revenues for each reportable segment were as follows for the fiscal years ended (in thousands): | ||||||||||||||||||||||||
Intersegment Revenues | |||||||||||||||||||||||||
Retail | Gymboree | International Retail | |||||||||||||||||||||||
Stores | Play & Music | Franchise | VIEs | Total | |||||||||||||||||||||
January 31, 2015 | $ | — | $ | 6,739 | $ | 551 | $ | — | $ | 7,290 | |||||||||||||||
February 1, 2014 | $ | — | $ | 4,388 | $ | 544 | $ | — | $ | 4,932 | |||||||||||||||
February 2, 2013 | $ | — | $ | 2,326 | $ | 163 | $ | 6,955 | $ | 9,444 |
Variable_Interest_Entities_Tab
Variable Interest Entities (Tables) | 12 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
Impact of Variable Interest Entities on Condensed Consolidating Balance Sheets and Condensed Consolidating Statements of Operations | The following tables reflect the impact of the VIEs on the condensed consolidated statements of operations for the fiscal years ended January 31, 2015, February 1, 2014, and February 2, 2013 and the condensed consolidated balance sheets as of January 31, 2015 and February 1, 2014 (in thousands): | ||||||||||||||||
THE GYMBOREE CORPORATION | |||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | |||||||||||||||||
(In thousands) | |||||||||||||||||
Year Ended January 31, 2015 | |||||||||||||||||
Balance Before | |||||||||||||||||
Consolidation | As | ||||||||||||||||
of VIEs | VIEs | Eliminations | Reported | ||||||||||||||
Net sales | $ | 1,209,676 | $ | 26,354 | $ | (7,290 | ) | $ | 1,228,740 | ||||||||
Cost of goods sold | (753,756 | ) | (7,643 | ) | 1,207 | (760,192 | ) | ||||||||||
Selling, general and administrative expenses | (1,022,894 | ) | (22,902 | ) | 6,044 | (1,039,752 | ) | ||||||||||
Operating loss | (566,974 | ) | (4,191 | ) | (39 | ) | (571,204 | ) | |||||||||
Other non-operating (expense) income | (82,746 | ) | 19 | — | (82,727 | ) | |||||||||||
Loss before income taxes | (649,720 | ) | (4,172 | ) | (39 | ) | (653,931 | ) | |||||||||
Income tax benefit (expense) | 75,654 | (1,834 | ) | — | 73,820 | ||||||||||||
Net loss | (574,066 | ) | (6,006 | ) | (39 | ) | (580,111 | ) | |||||||||
Net loss attributable to noncontrolling interest | — | 6,006 | — | 6,006 | |||||||||||||
Net loss attributable to The Gymboree Corporation | $ | (574,066 | ) | $ | — | $ | (39 | ) | $ | (574,105 | ) | ||||||
Year Ended February 1, 2014 | |||||||||||||||||
Balance Before | |||||||||||||||||
Consolidation | As | ||||||||||||||||
of VIEs | VIEs | Eliminations | Reported | ||||||||||||||
Net sales | $ | 1,228,816 | $ | 20,685 | $ | (4,932 | ) | $ | 1,244,569 | ||||||||
Cost of goods sold | (762,595 | ) | (6,517 | ) | 557 | (768,555 | ) | ||||||||||
Selling, general and administrative expenses | (587,524 | ) | (18,056 | ) | 4,468 | (601,112 | ) | ||||||||||
Operating loss | (121,303 | ) | (3,888 | ) | 93 | (125,098 | ) | ||||||||||
Other non-operating (expense) income | (82,954 | ) | 247 | (2 | ) | (82,709 | ) | ||||||||||
Loss before income taxes | (204,257 | ) | (3,641 | ) | 91 | (207,807 | ) | ||||||||||
Income tax benefit | 1,138 | 317 | 1 | 1,456 | |||||||||||||
Net loss | (203,119 | ) | (3,324 | ) | 92 | (206,351 | ) | ||||||||||
Net loss attributable to noncontrolling interest | — | 3,324 | — | 3,324 | |||||||||||||
Net loss attributable to The Gymboree Corporation | $ | (203,119 | ) | $ | — | $ | 92 | $ | (203,027 | ) | |||||||
Year Ended February 2, 2013 | |||||||||||||||||
Balance Before | |||||||||||||||||
Consolidation | As | ||||||||||||||||
of VIEs | VIEs | Eliminations | Reported | ||||||||||||||
Net sales | $ | 1,270,866 | $ | 14,242 | $ | (9,444 | ) | $ | 1,275,664 | ||||||||
Cost of goods sold | (791,961 | ) | (3,585 | ) | 1,274 | (794,272 | ) | ||||||||||
Selling, general and administrative expenses | (407,184 | ) | (12,472 | ) | 7,914 | (411,742 | ) | ||||||||||
Operating income (loss) | 71,721 | (1,815 | ) | (256 | ) | 69,650 | |||||||||||
Other non-operating (expense) income | (85,810 | ) | 121 | — | (85,689 | ) | |||||||||||
Loss before income taxes | (14,089 | ) | (1,694 | ) | (256 | ) | (16,039 | ) | |||||||||
Income tax benefit (expense) | 6,503 | (867 | ) | — | 5,636 | ||||||||||||
Net loss | (7,586 | ) | (2,561 | ) | (256 | ) | (10,403 | ) | |||||||||
Net loss attributable to noncontrolling interest | — | 2,561 | — | 2,561 | |||||||||||||
Net loss attributable to The Gymboree Corporation | $ | (7,586 | ) | $ | — | $ | (256 | ) | $ | (7,842 | ) | ||||||
THE GYMBOREE CORPORATION | |||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEETS | |||||||||||||||||
(In thousands) | |||||||||||||||||
January 31, 2015 | |||||||||||||||||
Balance Before | |||||||||||||||||
Consolidation | As | ||||||||||||||||
of VIEs | VIEs | Eliminations | Reported | ||||||||||||||
Cash and cash equivalents | $ | 8,559 | $ | 9,961 | $ | — | $ | 18,520 | |||||||||
Other current assets | 235,123 | 6,261 | (1,555 | ) | 239,829 | ||||||||||||
Total current assets | 243,682 | 16,222 | (1,555 | ) | 258,349 | ||||||||||||
Non-current assets | 924,367 | 5,227 | — | 929,594 | |||||||||||||
Total assets | $ | 1,168,049 | $ | 21,449 | $ | (1,555 | ) | $ | 1,187,943 | ||||||||
Current liabilities | $ | 205,674 | $ | 11,088 | $ | (1,373 | ) | $ | 215,389 | ||||||||
Non-current liabilities | 1,304,384 | 435 | — | 1,304,819 | |||||||||||||
Total liabilities | 1,510,058 | 11,523 | (1,373 | ) | 1,520,208 | ||||||||||||
Total stockholders’ deficit | (342,009 | ) | — | (182 | ) | (342,191 | ) | ||||||||||
Noncontrolling interest | — | 9,926 | — | 9,926 | |||||||||||||
Total liabilities and stockholders’ deficit | $ | 1,168,049 | $ | 21,449 | $ | (1,555 | ) | $ | 1,187,943 | ||||||||
February 1, 2014 | |||||||||||||||||
Balance Before | |||||||||||||||||
Consolidation | As | ||||||||||||||||
of VIEs | VIEs | Eliminations | Reported | ||||||||||||||
Cash and cash equivalents | $ | 25,635 | $ | 13,794 | $ | — | $ | 39,429 | |||||||||
Other current assets | 228,129 | 4,970 | (1,488 | ) | 231,611 | ||||||||||||
Total current assets | 253,764 | 18,764 | (1,488 | ) | 271,040 | ||||||||||||
Non-current assets | 1,564,620 | 4,444 | — | 1,569,064 | |||||||||||||
Total assets | $ | 1,818,384 | $ | 23,208 | $ | (1,488 | ) | $ | 1,840,104 | ||||||||
Current liabilities | $ | 196,631 | $ | 7,490 | $ | (1,356 | ) | $ | 202,765 | ||||||||
Non-current liabilities | 1,387,828 | 370 | (1 | ) | 1,388,197 | ||||||||||||
Total liabilities | 1,584,459 | 7,860 | (1,357 | ) | 1,590,962 | ||||||||||||
Total stockholders’ equity | 233,925 | — | (131 | ) | 233,794 | ||||||||||||
Noncontrolling interest | — | 15,348 | — | 15,348 | |||||||||||||
Total liabilities and stockholders’ equity | $ | 1,818,384 | $ | 23,208 | $ | (1,488 | ) | $ | 1,840,104 | ||||||||
Condensed_Guarantor_Data_Table
Condensed Guarantor Data (Tables) | 12 Months Ended | ||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||
Condensed Consolidating Statements of Operations | THE GYMBOREE CORPORATION | ||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | |||||||||||||||||||||
FOR THE YEAR ENDED JANUARY 31, 2015 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
The Gymboree | Guarantor | Non-guarantor | |||||||||||||||||||
Corporation | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Net sales: | |||||||||||||||||||||
Retail | $ | 1,882 | $ | 1,146,744 | $ | 56,926 | $ | (27,076 | ) | $ | 1,178,476 | ||||||||||
Gymboree Play & Music | — | 10,402 | 20,506 | — | 30,908 | ||||||||||||||||
Retail Franchise | — | 19,356 | — | — | 19,356 | ||||||||||||||||
Intercompany revenue | 24,591 | 42,925 | 4,253 | (71,769 | ) | — | |||||||||||||||
Total net sales | 26,473 | 1,219,427 | 81,685 | (98,845 | ) | 1,228,740 | |||||||||||||||
Cost of goods sold, including buying and occupancy expenses | (6,330 | ) | (737,274 | ) | (44,838 | ) | 28,250 | (760,192 | ) | ||||||||||||
Gross profit | 20,143 | 482,153 | 36,847 | (70,595 | ) | 468,548 | |||||||||||||||
Selling, general and administrative expenses | (66,773 | ) | (412,459 | ) | (39,732 | ) | 70,608 | (448,356 | ) | ||||||||||||
Goodwill and intangible asset impairment | — | (572,422 | ) | (18,974 | ) | — | (591,396 | ) | |||||||||||||
Operating loss | (46,630 | ) | (502,728 | ) | (21,859 | ) | 13 | (571,204 | ) | ||||||||||||
Interest income | — | 60 | 230 | (45 | ) | 245 | |||||||||||||||
Interest expense | (81,886 | ) | (492 | ) | (45 | ) | 45 | (82,378 | ) | ||||||||||||
Other (expense) income, net | (739 | ) | 245 | (100 | ) | — | (594 | ) | |||||||||||||
Loss before income taxes | (129,255 | ) | (502,915 | ) | (21,774 | ) | 13 | (653,931 | ) | ||||||||||||
Income tax benefit (expense) | 20,202 | 56,650 | (3,032 | ) | — | 73,820 | |||||||||||||||
Equity in earnings of affiliates, net of tax | (465,052 | ) | — | — | 465,052 | — | |||||||||||||||
Net loss | (574,105 | ) | (446,265 | ) | (24,806 | ) | 465,065 | (580,111 | ) | ||||||||||||
Net loss attributable to noncontrolling interest | — | — | 6,006 | — | 6,006 | ||||||||||||||||
Net loss attributable to The Gymboree Corporation | $ | (574,105 | ) | $ | (446,265 | ) | $ | (18,800 | ) | $ | 465,065 | $ | (574,105 | ) | |||||||
THE GYMBOREE CORPORATION | |||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | |||||||||||||||||||||
FOR THE YEAR ENDED FEBRUARY 1, 2014 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
The Gymboree | Guarantor | Non-guarantor | |||||||||||||||||||
Corporation | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Net sales: | |||||||||||||||||||||
Retail | $ | 1,885 | $ | 1,162,412 | $ | 62,893 | $ | (30,014 | ) | $ | 1,197,176 | ||||||||||
Gymboree Play & Music | — | 10,677 | 15,008 | — | 25,685 | ||||||||||||||||
Retail Franchise | — | 21,708 | — | — | 21,708 | ||||||||||||||||
Intercompany revenue | 30,515 | 35,362 | 3,085 | (68,962 | ) | — | |||||||||||||||
Total net sales | 32,400 | 1,230,159 | 80,986 | (98,976 | ) | 1,244,569 | |||||||||||||||
Cost of goods sold, including buying and occupancy expenses | (5,824 | ) | (745,339 | ) | (45,558 | ) | 28,166 | (768,555 | ) | ||||||||||||
Gross profit | 26,576 | 484,820 | 35,428 | (70,810 | ) | 476,014 | |||||||||||||||
Selling, general and administrative expenses | (66,445 | ) | (411,476 | ) | (36,808 | ) | 70,806 | (443,923 | ) | ||||||||||||
Goodwill and intangible asset impairment | — | (154,322 | ) | (2,867 | ) | — | (157,189 | ) | |||||||||||||
Operating loss | (39,869 | ) | (80,978 | ) | (4,247 | ) | (4 | ) | (125,098 | ) | |||||||||||
Interest income | 63 | 35 | 89 | (1 | ) | 186 | |||||||||||||||
Interest expense | (81,405 | ) | (153 | ) | (1 | ) | 1 | (81,558 | ) | ||||||||||||
Loss on extinguishment of debt | (834 | ) | — | — | — | (834 | ) | ||||||||||||||
Other (expense) income, net | (105 | ) | (4 | ) | (396 | ) | 2 | (503 | ) | ||||||||||||
(Loss) income before income taxes | (122,150 | ) | (81,100 | ) | (4,555 | ) | (2 | ) | (207,807 | ) | |||||||||||
Income tax benefit (expense) | 18,346 | (19,898 | ) | 3,008 | — | 1,456 | |||||||||||||||
Equity in earnings of affiliates, net of tax | (99,223 | ) | — | — | 99,223 | — | |||||||||||||||
Net loss | (203,027 | ) | (100,998 | ) | (1,547 | ) | 99,221 | (206,351 | ) | ||||||||||||
Net loss attributable to noncontrolling interest | — | — | 3,324 | — | 3,324 | ||||||||||||||||
Net (loss) income attributable to The Gymboree Corporation | $ | (203,027 | ) | $ | (100,998 | ) | $ | 1,777 | $ | 99,221 | $ | (203,027 | ) | ||||||||
THE GYMBOREE CORPORATION | |||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | |||||||||||||||||||||
FOR THE YEAR ENDED FEBRUARY 2, 2013 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
The Gymboree | Guarantor | Non-guarantor | |||||||||||||||||||
Corporation | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Net sales: | |||||||||||||||||||||
Retail | $ | 1,910 | $ | 1,202,552 | $ | 60,727 | $ | (30,196 | ) | $ | 1,234,993 | ||||||||||
Gymboree Play & Music | — | 18,661 | 5,280 | — | 23,941 | ||||||||||||||||
Retail Franchise | — | 16,730 | — | — | 16,730 | ||||||||||||||||
Intercompany revenue | 36,608 | 20,643 | 9,379 | (66,630 | ) | — | |||||||||||||||
Total net sales | 38,518 | 1,258,586 | 75,386 | (96,826 | ) | 1,275,664 | |||||||||||||||
Cost of goods sold, including buying and occupancy expenses | (5,561 | ) | (773,469 | ) | (43,707 | ) | 28,465 | (794,272 | ) | ||||||||||||
Gross profit | 32,957 | 485,117 | 31,679 | (68,361 | ) | 481,392 | |||||||||||||||
Selling, general and administrative expenses | (58,547 | ) | (393,471 | ) | (27,929 | ) | 68,205 | (411,742 | ) | ||||||||||||
Operating (loss) income | (25,590 | ) | 91,646 | 3,750 | (156 | ) | 69,650 | ||||||||||||||
Interest income | 71 | 11 | 95 | — | 177 | ||||||||||||||||
Interest expense | (85,640 | ) | — | — | — | (85,640 | ) | ||||||||||||||
Loss on extinguishment of debt | (214 | ) | — | — | — | (214 | ) | ||||||||||||||
Other (expense) income, net | (77 | ) | — | 65 | — | (12 | ) | ||||||||||||||
(Loss) income before income taxes | (111,450 | ) | 91,657 | 3,910 | (156 | ) | (16,039 | ) | |||||||||||||
Income tax benefit (expense) | 45,627 | (37,896 | ) | (2,095 | ) | — | 5,636 | ||||||||||||||
Equity in earnings of affiliates, net of tax | 57,981 | — | — | (57,981 | ) | — | |||||||||||||||
Net (loss) income | (7,842 | ) | 53,761 | 1,815 | (58,137 | ) | (10,403 | ) | |||||||||||||
Net loss attributable to noncontrolling interest | — | — | 2,561 | — | 2,561 | ||||||||||||||||
Net (loss) income attributable to The Gymboree Corporation | $ | (7,842 | ) | $ | 53,761 | $ | 4,376 | $ | (58,137 | ) | $ | (7,842 | ) | ||||||||
Condensed Consolidating Statements of Comprehensive Income (Loss) | THE GYMBOREE CORPORATION | ||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS | |||||||||||||||||||||
FOR THE YEAR ENDED JANUARY 31, 2015 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
The Gymboree | Guarantor | Non-guarantor | |||||||||||||||||||
Corporation | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Net loss | $ | (574,105 | ) | $ | (446,265 | ) | $ | (24,806 | ) | $ | 465,065 | $ | (580,111 | ) | |||||||
Other comprehensive loss, net of tax: | |||||||||||||||||||||
Foreign currency translation adjustments | (7,666 | ) | — | (8,033 | ) | 7,591 | (8,108 | ) | |||||||||||||
Unrealized net gain (loss) on cash flow hedges, net of tax | 1,315 | — | (164 | ) | 164 | 1,315 | |||||||||||||||
Total other comprehensive loss, net of tax | (6,351 | ) | — | (8,197 | ) | 7,755 | (6,793 | ) | |||||||||||||
Comprehensive loss | (580,456 | ) | (446,265 | ) | (33,003 | ) | 472,820 | (586,904 | ) | ||||||||||||
Comprehensive loss attributable to noncontrolling interest | — | — | 6,448 | — | 6,448 | ||||||||||||||||
Comprehensive loss attributable to The Gymboree Corporation | $ | (580,456 | ) | $ | (446,265 | ) | $ | (26,555 | ) | $ | 472,820 | $ | (580,456 | ) | |||||||
THE GYMBOREE CORPORATION | |||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | |||||||||||||||||||||
FOR THE YEAR ENDED FEBRUARY 1, 2014 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
The Gymboree | Guarantor | Non-guarantor | |||||||||||||||||||
Corporation | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Net loss | $ | (203,027 | ) | $ | (100,998 | ) | $ | (1,547 | ) | $ | 99,221 | $ | (206,351 | ) | |||||||
Other comprehensive income (loss), net of tax: | |||||||||||||||||||||
Foreign currency translation adjustments | (185 | ) | — | 83 | 128 | 26 | |||||||||||||||
Unrealized net gain on cash flow hedges, net of tax | 1,219 | — | 449 | (449 | ) | 1,219 | |||||||||||||||
Total other comprehensive income, net of tax | 1,034 | — | 532 | (321 | ) | 1,245 | |||||||||||||||
Comprehensive loss | (201,993 | ) | (100,998 | ) | (1,015 | ) | 98,900 | (205,106 | ) | ||||||||||||
Comprehensive loss attributable to noncontrolling interest | — | — | 3,113 | — | 3,113 | ||||||||||||||||
Comprehensive (loss) income attributable to The Gymboree Corporation | $ | (201,993 | ) | $ | (100,998 | ) | $ | 2,098 | $ | 98,900 | $ | (201,993 | ) | ||||||||
THE GYMBOREE CORPORATION | |||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | |||||||||||||||||||||
FOR THE YEAR ENDED FEBRUARY 2, 2013 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
The Gymboree | Guarantor | Non-guarantor | |||||||||||||||||||
Corporation | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
Net (loss) income | $ | (7,842 | ) | $ | 53,761 | $ | 1,815 | $ | (58,137 | ) | $ | (10,403 | ) | ||||||||
Other comprehensive (loss) income , net of tax: | |||||||||||||||||||||
Foreign currency translation adjustments | 54 | — | 88 | (30 | ) | 112 | |||||||||||||||
Unrealized net (loss) gain on cash flow hedges, net of tax benefit of $67 | (143 | ) | — | (74 | ) | 74 | (143 | ) | |||||||||||||
Total other comprehensive (loss) income, net of tax | (89 | ) | — | 14 | 44 | (31 | ) | ||||||||||||||
Comprehensive (loss) income | (7,931 | ) | 53,761 | 1,829 | (58,093 | ) | (10,434 | ) | |||||||||||||
Comprehensive loss attributable to noncontrolling interest | — | — | 2,503 | — | 2,503 | ||||||||||||||||
Comprehensive (loss) income attributable to The Gymboree Corporation | $ | (7,931 | ) | $ | 53,761 | $ | 4,332 | $ | (58,093 | ) | $ | (7,931 | ) | ||||||||
Condensed Consolidating Balance Sheets | THE GYMBOREE CORPORATION | ||||||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEETS | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
As of January 31, 2015 | |||||||||||||||||||||
The Gymboree | Guarantor | Non-guarantor | |||||||||||||||||||
Corporation | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
ASSETS | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 1,689 | $ | 3,202 | $ | 13,629 | $ | — | $ | 18,520 | |||||||||||
Accounts receivable, net of allowance | 938 | 18,339 | 5,971 | — | 25,248 | ||||||||||||||||
Merchandise inventories | — | 192,142 | 6,711 | (516 | ) | 198,337 | |||||||||||||||
Prepaid income taxes | 1,860 | 306 | 433 | — | 2,599 | ||||||||||||||||
Prepaid expenses | 3,388 | 2,833 | 600 | — | 6,821 | ||||||||||||||||
Deferred income taxes | — | 15,586 | 793 | (9,555 | ) | 6,824 | |||||||||||||||
Intercompany receivable | 3,470 | 608,994 | 720 | (613,184 | ) | — | |||||||||||||||
Total current assets | 11,345 | 841,402 | 28,857 | (623,255 | ) | 258,349 | |||||||||||||||
Property and equipment, net | 12,306 | 159,699 | 10,426 | — | 182,431 | ||||||||||||||||
Goodwill | — | 362,021 | 11,813 | — | 373,834 | ||||||||||||||||
Other intangible assets, net | — | 343,312 | 240 | — | 343,552 | ||||||||||||||||
Deferred financing costs | 25,622 | — | — | — | 25,622 | ||||||||||||||||
Other assets | 7,798 | 1,669 | 4,020 | (9,332 | ) | 4,155 | |||||||||||||||
Investment in subsidiaries | 1,408,447 | — | — | (1,408,447 | ) | — | |||||||||||||||
Total assets | $ | 1,465,518 | $ | 1,708,103 | $ | 55,356 | $ | (2,041,034 | ) | $ | 1,187,943 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Accounts payable | $ | 9,798 | $ | 76,557 | $ | 677 | $ | — | $ | 87,032 | |||||||||||
Accrued liabilities | 26,943 | 57,757 | 10,031 | 74 | 94,805 | ||||||||||||||||
Deferred income taxes | 9,504 | — | 125 | (9,629 | ) | — | |||||||||||||||
Line of credit borrowings | 33,000 | — | — | — | 33,000 | ||||||||||||||||
Current obligation under capital lease | — | 552 | — | — | 552 | ||||||||||||||||
Intercompany payable | 609,510 | 720 | 3,470 | (613,700 | ) | — | |||||||||||||||
Total current liabilities | 688,755 | 135,586 | 14,303 | (623,255 | ) | 215,389 | |||||||||||||||
Long-term liabilities: | |||||||||||||||||||||
Long-term debt | 1,114,048 | — | — | — | 1,114,048 | ||||||||||||||||
Long-term obligation under capital lease | — | 2,850 | — | — | 2,850 | ||||||||||||||||
Lease incentives and other liabilities | 4,906 | 49,306 | 4,513 | — | 58,725 | ||||||||||||||||
Deferred income taxes | — | 138,511 | 17 | (9,332 | ) | 129,196 | |||||||||||||||
Total liabilities | 1,807,709 | 326,253 | 18,833 | (632,587 | ) | 1,520,208 | |||||||||||||||
Total stockholders’ (deficit) equity | (342,191 | ) | 1,381,850 | 26,597 | (1,408,447 | ) | (342,191 | ) | |||||||||||||
Noncontrolling interest | — | — | 9,926 | — | 9,926 | ||||||||||||||||
Total liabilities and stockholders’ (deficit) equity | $ | 1,465,518 | $ | 1,708,103 | $ | 55,356 | $ | (2,041,034 | ) | $ | 1,187,943 | ||||||||||
THE GYMBOREE CORPORATION | |||||||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEETS | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
As of February 1, 2014 | |||||||||||||||||||||
The Gymboree | Guarantor | Non-guarantor | |||||||||||||||||||
Corporation | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
ASSETS | |||||||||||||||||||||
Current assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 15,479 | $ | 4,659 | $ | 19,291 | $ | — | $ | 39,429 | |||||||||||
Accounts receivable, net of allowance | 1,237 | 18,634 | 2,011 | — | 21,882 | ||||||||||||||||
Merchandise inventories | — | 170,126 | 5,823 | (454 | ) | 175,495 | |||||||||||||||
Prepaid income taxes | 1,659 | 284 | 36 | — | 1,979 | ||||||||||||||||
Prepaid expenses | 3,538 | 14,095 | 1,168 | — | 18,801 | ||||||||||||||||
Deferred income taxes | — | 13,303 | 918 | (767 | ) | 13,454 | |||||||||||||||
Intercompany receivable | — | 559,280 | — | (559,280 | ) | — | |||||||||||||||
Total current assets | 21,913 | 780,381 | 29,247 | (560,501 | ) | 271,040 | |||||||||||||||
Property and equipment, net | 14,288 | 182,421 | 9,599 | — | 206,308 | ||||||||||||||||
Goodwill | — | 721,844 | 36,933 | — | 758,777 | ||||||||||||||||
Other intangible assets, net | — | 558,962 | 862 | — | 559,824 | ||||||||||||||||
Deferred financing costs | 32,455 | — | — | — | 32,455 | ||||||||||||||||
Other assets | 15,139 | 2,340 | 10,920 | (16,699 | ) | 11,700 | |||||||||||||||
Investment in subsidiaries | 1,870,800 | — | — | (1,870,800 | ) | — | |||||||||||||||
Total assets | $ | 1,954,595 | $ | 2,245,948 | $ | 87,561 | $ | (2,448,000 | ) | $ | 1,840,104 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||
Accounts payable | $ | 27,184 | $ | 73,218 | $ | 1,557 | $ | — | $ | 101,959 | |||||||||||
Accrued liabilities | 34,328 | 58,430 | 7,545 | — | 100,303 | ||||||||||||||||
Deferred income taxes | 654 | — | 113 | (767 | ) | — | |||||||||||||||
Current obligation under capital lease | — | 503 | — | — | 503 | ||||||||||||||||
Intercompany payable | 541,397 | — | 18,337 | (559,734 | ) | — | |||||||||||||||
Total current liabilities | 603,563 | 132,151 | 27,552 | (560,501 | ) | 202,765 | |||||||||||||||
Long-term liabilities: | |||||||||||||||||||||
Long-term debt | 1,113,742 | — | — | — | 1,113,742 | ||||||||||||||||
Long-term obligation under capital lease | — | 3,402 | — | — | 3,402 | ||||||||||||||||
Lease incentives and other liabilities | 3,496 | 48,117 | 4,976 | — | 56,589 | ||||||||||||||||
Deferred income taxes | — | 231,163 | — | (16,699 | ) | 214,464 | |||||||||||||||
Total liabilities | 1,720,801 | 414,833 | 32,528 | (577,200 | ) | 1,590,962 | |||||||||||||||
Total stockholders’ equity | 233,794 | 1,831,115 | 39,685 | (1,870,800 | ) | 233,794 | |||||||||||||||
Noncontrolling interest | — | — | 15,348 | — | 15,348 | ||||||||||||||||
Total liabilities and stockholders’ equity | $ | 1,954,595 | $ | 2,245,948 | $ | 87,561 | $ | (2,448,000 | ) | $ | 1,840,104 | ||||||||||
Condensed Consolidating Statements of Cash Flows | THE GYMBOREE CORPORATION | ||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS | |||||||||||||||||||||
FOR THE YEAR ENDED JANUARY 31, 2015 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
The Gymboree | Guarantor | Non-guarantor | |||||||||||||||||||
Corporation | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||||||||||||
Net cash (used in) provided by operating activities | $ | (128,004 | ) | $ | 108,700 | $ | 546 | $ | (3,000 | ) | $ | (21,758 | ) | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||||||
Capital expenditures | (4,153 | ) | (22,682 | ) | (5,157 | ) | — | (31,992 | ) | ||||||||||||
Proceeds from sale of shares | 3,207 | — | — | (3,207 | ) | — | |||||||||||||||
Capital distribution from subsidiary | 1,821 | — | — | (1,821 | ) | — | |||||||||||||||
Intercompany transfers | (3,470 | ) | (84,712 | ) | (720 | ) | 88,902 | — | |||||||||||||
Other | — | 20 | 30 | — | 50 | ||||||||||||||||
Net cash used in investing activities | (2,595 | ) | (107,374 | ) | (5,847 | ) | 83,874 | (31,942 | ) | ||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||||||
Intercompany transfers | 83,962 | 720 | 4,220 | (88,902 | ) | — | |||||||||||||||
Proceeds from ABL facility | 447,000 | — | — | — | 447,000 | ||||||||||||||||
Payments on ABL facility | (414,000 | ) | — | — | — | (414,000 | ) | ||||||||||||||
Payments on capital lease | — | (503 | ) | — | — | (503 | ) | ||||||||||||||
Dividend to The Gymboree Corporation | — | (3,000 | ) | — | 3,000 | — | |||||||||||||||
Dividend payment to Parent | (153 | ) | — | — | — | (153 | ) | ||||||||||||||
Repurchase of shares | — | — | (3,207 | ) | 3,207 | — | |||||||||||||||
Capital distribution to The Gymboree Corporation | — | — | (1,821 | ) | 1,821 | — | |||||||||||||||
Capital contribution received by noncontrolling interest | — | — | 992 | — | 992 | ||||||||||||||||
Net cash provided by (used in) financing activities | 116,809 | (2,783 | ) | 184 | (80,874 | ) | 33,336 | ||||||||||||||
Effect of exchange rate fluctuations on cash and cash equivalents | — | — | (545 | ) | — | (545 | ) | ||||||||||||||
Net decrease in cash and cash equivalents | (13,790 | ) | (1,457 | ) | (5,662 | ) | — | (20,909 | ) | ||||||||||||
CASH AND CASH EQUIVALENTS: | |||||||||||||||||||||
Beginning of Period | 15,479 | 4,659 | 19,291 | — | 39,429 | ||||||||||||||||
End of Period | $ | 1,689 | $ | 3,202 | $ | 13,629 | $ | — | $ | 18,520 | |||||||||||
THE GYMBOREE CORPORATION | |||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS | |||||||||||||||||||||
FOR THE YEAR ENDED FEBRUARY 1, 2014 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
The Gymboree | Guarantor | Non-guarantor | |||||||||||||||||||
Corporation | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||||||||||||
Net cash (used in) provided by operating activities | $ | (59,970 | ) | $ | 134,236 | $ | 605 | $ | — | $ | 74,871 | ||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||||||
Capital expenditures | (3,187 | ) | (45,263 | ) | (4,182 | ) | — | (52,632 | ) | ||||||||||||
Dividend from subsidiary | 2,500 | — | — | (2,500 | ) | — | |||||||||||||||
Intercompany transfers | — | (84,681 | ) | — | 84,681 | — | |||||||||||||||
Other | — | (65 | ) | (429 | ) | — | (494 | ) | |||||||||||||
Net cash used in investing activities | (687 | ) | (130,009 | ) | (4,611 | ) | 82,181 | (53,126 | ) | ||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||||||
Intercompany transfers | 90,029 | — | (5,348 | ) | (84,681 | ) | — | ||||||||||||||
Proceeds from ABL facility | 123,000 | — | — | — | 123,000 | ||||||||||||||||
Payments on ABL facility | (123,000 | ) | — | — | — | (123,000 | ) | ||||||||||||||
Repurchase of notes | (24,760 | ) | — | — | — | (24,760 | ) | ||||||||||||||
Payments on capital lease | — | (196 | ) | — | — | (196 | ) | ||||||||||||||
Dividend to The Gymboree Corporation | — | (2,500 | ) | — | 2,500 | — | |||||||||||||||
Dividend payment to parent | (7,564 | ) | — | — | — | (7,564 | ) | ||||||||||||||
Capital contribution received by noncontrolling interest | — | — | 15,886 | — | 15,886 | ||||||||||||||||
Net cash provided by (used in) financing activities | 57,705 | (2,696 | ) | 10,538 | (82,181 | ) | (16,634 | ) | |||||||||||||
Effect of exchange rate fluctuations on cash and cash equivalents | — | — | 990 | — | 990 | ||||||||||||||||
Net (decrease) increase in cash and cash equivalents | (2,952 | ) | 1,531 | 7,522 | — | 6,101 | |||||||||||||||
CASH AND CASH EQUIVALENTS: | |||||||||||||||||||||
Beginning of Period | 18,431 | 3,128 | 11,769 | — | 33,328 | ||||||||||||||||
End of Period | $ | 15,479 | $ | 4,659 | $ | 19,291 | $ | — | $ | 39,429 | |||||||||||
THE GYMBOREE CORPORATION | |||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS | |||||||||||||||||||||
FOR THE YEAR ENDED FEBRUARY 2, 2013 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
The Gymboree | Guarantor | Non-guarantor | |||||||||||||||||||
Corporation | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||||||||||||
Net cash (used in) provided by operating activities | $ | (31,000 | ) | $ | 100,856 | $ | 3,938 | $ | — | $ | 73,794 | ||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||||||
Capital expenditures | (2,723 | ) | (41,154 | ) | (3,974 | ) | — | (47,851 | ) | ||||||||||||
Dividend from subsidiary | 10,042 | — | — | (10,042 | ) | — | |||||||||||||||
Investment in subsidiaries | (180 | ) | — | — | 180 | — | |||||||||||||||
Intercompany transfers | — | (56,754 | ) | — | 56,754 | — | |||||||||||||||
Other | — | (207 | ) | (635 | ) | — | (842 | ) | |||||||||||||
Net cash provided by (used in) investing activities | 7,139 | (98,115 | ) | (4,609 | ) | 46,892 | (48,693 | ) | |||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||||||
Intercompany transfers | 54,910 | — | 1,844 | (56,754 | ) | — | |||||||||||||||
Payments on Term Loan | (42,698 | ) | — | — | — | (42,698 | ) | ||||||||||||||
Dividend to The Gymboree Corporation | — | (6,000 | ) | (4,042 | ) | 10,042 | — | ||||||||||||||
Repurchase of Notes | (26,613 | ) | — | — | — | (26,613 | ) | ||||||||||||||
Proceeds from ABL facility | 14,000 | — | — | — | 14,000 | ||||||||||||||||
Payments on ABL facility | (14,000 | ) | — | — | — | (14,000 | ) | ||||||||||||||
Payments of deferred financing costs | (1,344 | ) | — | — | — | (1,344 | ) | ||||||||||||||
Investment by Parent | — | — | 180 | (180 | ) | — | |||||||||||||||
Dividend payment to Parent | (3,273 | ) | — | — | — | (3,273 | ) | ||||||||||||||
Capital contribution received by noncontrolling interest | — | — | 1,602 | — | 1,602 | ||||||||||||||||
Investment by affiliate of Parent | 2,400 | — | — | — | 2,400 | ||||||||||||||||
Net cash used in financing activities | (16,618 | ) | (6,000 | ) | (416 | ) | (46,892 | ) | (69,926 | ) | |||||||||||
Effect of exchange rate fluctuations on cash and cash equivalents | — | — | 243 | — | 243 | ||||||||||||||||
Net decrease in cash and cash equivalents | (40,479 | ) | (3,259 | ) | (844 | ) | — | (44,582 | ) | ||||||||||||
CASH AND CASH EQUIVALENTS: | |||||||||||||||||||||
Beginning of Period | 58,910 | 6,387 | 12,613 | — | 77,910 | ||||||||||||||||
End of Period | $ | 18,431 | $ | 3,128 | $ | 11,769 | $ | — | $ | 33,328 | |||||||||||
Quarterly_Financial_Informatio1
Quarterly Financial Information (Tables) | 12 Months Ended | ||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||
Quarterly Financial Information | The quarterly financial information presented below is derived from the Consolidated Statements of Operations (in thousands). | ||||||||||||||||||||
Fiscal 2014 Quarter Ended | |||||||||||||||||||||
May 3, | August 2, | November 1, | January 31, | 2014 | |||||||||||||||||
2014 | 2014 | 2014 | 2015 | Total | |||||||||||||||||
Net sales | |||||||||||||||||||||
Retail | $ | 259,124 | $ | 253,376 | $ | 304,265 | $ | 361,711 | $ | 1,178,476 | |||||||||||
Gymboree Play & Music | 6,832 | 7,319 | 7,744 | 9,013 | 30,908 | ||||||||||||||||
Retail Franchise | 6,054 | 3,608 | 4,810 | 4,884 | 19,356 | ||||||||||||||||
Total net sales | $ | 272,010 | $ | 264,303 | $ | 316,819 | $ | 375,608 | $ | 1,228,740 | |||||||||||
Gross profit | $ | 108,358 | $ | 96,364 | $ | 125,921 | $ | 137,905 | $ | 468,548 | |||||||||||
Goodwill and intangible asset impairment | $ | — | $ | — | $ | (591,396 | ) | $ | — | $ | (591,396 | ) | |||||||||
Operating income (loss) | $ | 6,068 | $ | (10,776 | ) | $ | (579,154 | ) | $ | 12,658 | $ | (571,204 | ) | ||||||||
Net loss | $ | (15,003 | ) | $ | (32,853 | ) | $ | (522,394 | ) | $ | (9,861 | ) | $ | (580,111 | ) | ||||||
Net loss attributable to The Gymboree Corporation | $ | (13,431 | ) | $ | (31,153 | ) | $ | (522,075 | ) | $ | (7,446 | ) | $ | (574,105 | ) | ||||||
Fiscal 2013 Quarter Ended | |||||||||||||||||||||
May 4, | August 3, | November 2, | February 1, | 2013 | |||||||||||||||||
2013 | 2013 | 2013 | 2014 | Total | |||||||||||||||||
Net sales | |||||||||||||||||||||
Retail | $ | 280,877 | $ | 278,944 | $ | 297,352 | $ | 340,003 | $ | 1,197,176 | |||||||||||
Gymboree Play & Music | 6,328 | 6,260 | 6,821 | 6,276 | 25,685 | ||||||||||||||||
Retail Franchise | 5,578 | 5,712 | 5,665 | 4,753 | 21,708 | ||||||||||||||||
Total net sales | $ | 292,783 | $ | 290,916 | $ | 309,838 | $ | 351,032 | $ | 1,244,569 | |||||||||||
Gross profit | $ | 120,973 | $ | 107,086 | $ | 123,468 | $ | 124,487 | $ | 476,014 | |||||||||||
Goodwill and intangible asset impairment | $ | — | $ | — | $ | — | $ | (157,189 | ) | $ | (157,189 | ) | |||||||||
Operating income (loss) | $ | 16,844 | $ | 5,063 | $ | 12,269 | $ | (159,274 | ) | $ | (125,098 | ) | |||||||||
Net loss | $ | (2,848 | ) | $ | (9,325 | ) | $ | (24,398 | ) | $ | (169,780 | ) | $ | (206,351 | ) | ||||||
Net loss attributable to The Gymboree Corporation | $ | (2,536 | ) | $ | (9,350 | ) | $ | (23,985 | ) | $ | (167,156 | ) | $ | (203,027 | ) |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |||
Nov. 23, 2010 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | |
Store | |||||
Significant Accounting Policies [Line Items] | |||||
Number of retail stores | 1,326 | ||||
Business acquisition, date | 23-Nov-10 | ||||
Percentage of Ownership in Subsidiaries | 100.00% | ||||
Cash equivalents maturity period | 3 months | ||||
Unrecognized tax benefits | $5,638,000 | $6,565,000 | $8,562,000 | $7,316,000 | |
Workers' compensation liability | 6,600,000 | 5,100,000 | |||
Unredeemed gift cards recognition period | 3 years | ||||
Loyalty program, earned liability | 1,800,000 | 1,400,000 | |||
Deferred direct response costs | 900,000 | 500,000 | |||
Advertising expense | 24,400,000 | 20,500,000 | 20,800,000 | ||
Minimum | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of assets | 3 years | ||||
Online customers, merchandise shipment period | 3 days | ||||
Expected sales realization cycle | 28 days | ||||
Maximum | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of assets | 25 years | ||||
Online customers, merchandise shipment period | 6 days | ||||
Expected sales realization cycle | 42 days | ||||
Co Branded Credit Card Agreements | Retail Stores | |||||
Significant Accounting Policies [Line Items] | |||||
Net Sales | 1,900,000 | 1,500,000 | 1,600,000 | ||
Selling, General and Administrative Expenses | |||||
Significant Accounting Policies [Line Items] | |||||
Distribution expenses | 43,100,000 | 37,900,000 | 33,400,000 | ||
Other Income | |||||
Significant Accounting Policies [Line Items] | |||||
Revenue from unredeemed gift card and merchandise credit balances | 2,600,000 | 1,900,000 | 1,600,000 | ||
Healthcare | |||||
Significant Accounting Policies [Line Items] | |||||
Workers' compensation liability | $1,400,000 | $1,400,000 | |||
Leasehold Improvements | Minimum | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of assets | 5 years | ||||
Leasehold Improvements | Maximum | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of assets | 13 years | ||||
Computer Software | Minimum | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of intangible assets | 3 years | ||||
Computer Software | Maximum | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of intangible assets | 7 years | ||||
UNITED STATES | |||||
Significant Accounting Policies [Line Items] | |||||
Number of retail stores | 1,271 | ||||
California | Building and Building Improvements | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of assets | 39 years | ||||
Overseas Franchisees And China | |||||
Significant Accounting Policies [Line Items] | |||||
Number of retail stores | 89 | ||||
Parent Child Developmental Play Programs under the Gymboree Play & Music brand | UNITED STATES | |||||
Significant Accounting Policies [Line Items] | |||||
Number of franchise and Company-operated centers | 698 | ||||
Parent Child Developmental Play Programs under the Gymboree Play & Music brand | Other Countries | |||||
Significant Accounting Policies [Line Items] | |||||
Number of franchise and Company-operated centers | 41 | ||||
Online Stores | |||||
Significant Accounting Policies [Line Items] | |||||
Number of retail stores | 3 | ||||
Cardholder Relationships | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of intangible assets | 5 years | ||||
Cost of Goods, Total | Supplier Concentration Risk | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risks, inventory purchases | 82.00% | 66.00% | 72.00% | ||
Subsidiaries | |||||
Significant Accounting Policies [Line Items] | |||||
Percentage of Ownership in Subsidiaries | 100.00% |
Retail_Stores_by_Geographical_
Retail Stores by Geographical Area (Detail) | Jan. 31, 2015 | |
Store | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 1,326 | |
Gymboree Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 608 | |
Gymboree Outlet Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 169 | |
Janie And Jack Shops | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 147 | |
Crazy 8 Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 402 | |
UNITED STATES | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 1,271 | |
UNITED STATES | Gymboree Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 554 | |
UNITED STATES | Gymboree Outlet Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 168 | |
UNITED STATES | Janie And Jack Shops | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 147 | |
UNITED STATES | Crazy 8 Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 402 | |
CANADA | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 48 | |
CANADA | Gymboree Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 48 | |
AUSTRALIA | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 5 | |
AUSTRALIA | Gymboree Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 5 | |
PUERTO RICO | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 2 | |
PUERTO RICO | Gymboree Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 1 | |
PUERTO RICO | Gymboree Outlet Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 1 | |
Overseas Franchisees | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 65 | [1] |
Overseas Franchisees | Gymboree Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 61 | [1] |
Overseas Franchisees | Janie And Jack Shops | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 1 | [1] |
Overseas Franchisees | Crazy 8 Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 3 | [1] |
CHINA | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 24 | |
CHINA | Gymboree Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 24 | |
Overseas Franchisees And China | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 89 | |
Overseas Franchisees And China | Gymboree Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 85 | |
Overseas Franchisees And China | Janie And Jack Shops | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 1 | |
Overseas Franchisees And China | Crazy 8 Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 3 | |
[1] | Overseas franchisees operated retail stores in the Middle East, South Korea and Latin America. |
Summary_of_Activity_in_Sales_R
Summary of Activity in Sales Return Reserve (Detail) (Allowance for Sales Returns, USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Allowance for Sales Returns | |||
Revenue Recognition, Allowances [Line Items] | |||
Balance, beginning of period | $1,434 | $2,508 | $2,363 |
Provision for sales return | 29,765 | 28,154 | 28,976 |
Actual sales returns | -29,719 | -29,228 | -28,831 |
Balance, end of period | $1,480 | $1,434 | $2,508 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||
Jan. 31, 2015 | Nov. 01, 2014 | Feb. 01, 2014 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets Level 1 into Level 2 transfer amount | $0 | $0 | $0 | $0 | ||
Liabilities Level 1 into Level 2 transfer amount | 0 | 0 | 0 | 0 | ||
Assets Level 2 into Level 1 transfer amount | 0 | 0 | 0 | 0 | ||
Liabilities Level 2 into Level 1 transfer amount | 0 | 0 | 0 | 0 | ||
Other financial assets measured at fair value | 0 | 0 | 0 | 0 | ||
Other financial liabilities measured at fair value | 0 | 0 | 0 | 0 | ||
Impairment for goodwill | 0 | 378,800,000 | 140,200,000 | 378,796,000 | 140,189,000 | |
Abandoned Assets | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Impairment charges | 3,100,000 | |||||
Under-Performing Stores | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Impairment charges | 6,000,000 | 7,600,000 | 1,900,000 | |||
Trade names | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Trade names impairment | 212,600,000 | 17,000,000 | 212,600,000 | 17,000,000 | 0 | |
Retail Stores | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Impairment for goodwill | $378,796,000 | $140,189,000 |
Assets_and_Liabilities_Measure
Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Fair Value | $113 | $15,518 |
Interest rate caps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Fair Value | 17 | 599 |
Forward foreign exchange contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Fair Value | 96 | 348 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Fair Value | 14,571 | |
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Fair Value | 14,571 | |
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Fair Value | 14,571 | |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Fair Value | 113 | 947 |
Significant Other Observable Inputs (Level 2) | Interest rate caps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Fair Value | 17 | 599 |
Significant Other Observable Inputs (Level 2) | Forward foreign exchange contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Fair Value | $96 | $348 |
Estimated_Fair_Value_of_LongTe
Estimated Fair Value of Long-Term Debt (Detail) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Amount | $1,114,048 | $1,113,742 |
Fair Value | 658,700 | 1,000,997 |
Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Amount | 768,048 | 767,742 |
Fair Value | 530,680 | 692,192 |
Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Amount | 346,000 | 346,000 |
Fair Value | $128,020 | $308,805 |
Goodwill_Allocated_to_Reportab
Goodwill Allocated to Reportable Segments (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Goodwill [Line Items] | |||
Goodwill gross | $927,266 | $927,266 | $927,266 |
Accumulated impairment losses | -547,285 | -168,489 | -28,300 |
Effect of exchange rate fluctuations | -6,147 | ||
Goodwill | 373,834 | 758,777 | 898,966 |
Retail Stores | |||
Goodwill [Line Items] | |||
Goodwill gross | 887,241 | 887,241 | 887,241 |
Accumulated impairment losses | -547,285 | -168,489 | -28,300 |
Effect of exchange rate fluctuations | -6,147 | ||
Goodwill | 333,809 | 718,752 | 858,941 |
Gymboree Play & Music | |||
Goodwill [Line Items] | |||
Goodwill gross | 16,389 | 16,389 | 16,389 |
Goodwill | 16,389 | 16,389 | 16,389 |
International Retail Franchise | |||
Goodwill [Line Items] | |||
Goodwill gross | 23,636 | 23,636 | 23,636 |
Goodwill | $23,636 | $23,636 | $23,636 |
Goodwill_Impairment_and_Other_
Goodwill Impairment and Other Changes in Goodwill (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||
Jan. 31, 2015 | Nov. 01, 2014 | Feb. 01, 2014 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | |
Goodwill [Line Items] | ||||||
Fiscal 2013 & 2014 - Impairment losses | $0 | ($378,800,000) | ($140,200,000) | ($378,796,000) | ($140,189,000) | |
Fiscal 2012 - Other | -131,000 | |||||
Retail Stores | ||||||
Goodwill [Line Items] | ||||||
Fiscal 2013 & 2014 - Impairment losses | -378,796,000 | -140,189,000 | ||||
Fiscal 2012 - Other | ($131,000) |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets and Liabilities - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||
Jan. 31, 2015 | Nov. 01, 2014 | Feb. 01, 2014 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | |
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Impairment for goodwill | $0 | $378,800,000 | $140,200,000 | $378,796,000 | $140,189,000 | |
Trade names | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Trade names impairment | 212,600,000 | 17,000,000 | 212,600,000 | 17,000,000 | 0 | |
Minimum | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Discount rate used in income approach | 13.00% | 13.00% | ||||
Maximum | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Discount rate used in income approach | 15.50% | 15.50% | ||||
Retail Stores | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Impairment for goodwill | 378,796,000 | 140,189,000 | ||||
Number of reporting units tested for goodwill impairment | 3 | |||||
Retail Stores | Gymboree Stores | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Impairment for goodwill | 252,300,000 | 38,800,000 | ||||
Retail Stores | Gymboree Outlet Stores | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Impairment for goodwill | 67,200,000 | 16,100,000 | ||||
Retail Stores | Crazy 8 Stores | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Impairment for goodwill | $59,300,000 | $85,300,000 |
Intangible_Assets_Detail
Intangible Assets (Detail) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 |
In Thousands, unless otherwise specified | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | $583,681 | $622,732 |
Intangible assets subject to amortization, gross carrying amount | 16,669 | 55,238 |
Accumulated Amortization | -10,529 | -45,908 |
Intangible assets subject to amortization, net amount | 6,140 | 9,330 |
Accumulated Impairment | -229,600 | -17,000 |
Net Amount | 343,552 | 559,824 |
Trade names | ||
Intangible Assets [Line Items] | ||
Intangible assets not subject to amortization, gross carrying amount | 567,012 | 567,494 |
Accumulated Impairment | -229,600 | -17,000 |
Intangible assets not subject to amortization, net amount | 337,412 | 550,494 |
Customer relationships | ||
Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross carrying amount | 770 | 37,551 |
Accumulated Amortization | -605 | -36,803 |
Intangible assets subject to amortization, net amount | 165 | 748 |
Below Market Leases | ||
Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross carrying amount | 5,274 | 7,055 |
Accumulated Amortization | -3,486 | -4,195 |
Intangible assets subject to amortization, net amount | 1,788 | 2,860 |
Co-branded credit card agreement | ||
Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross carrying amount | 4,000 | 4,000 |
Accumulated Amortization | -2,573 | -1,958 |
Intangible assets subject to amortization, net amount | 1,427 | 2,042 |
Franchise agreements and reacquired franchise rights | ||
Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross carrying amount | 6,625 | 6,632 |
Accumulated Amortization | -3,865 | -2,952 |
Intangible assets subject to amortization, net amount | $2,760 | $3,680 |
Intangible_Liabilities_Detail
Intangible Liabilities (Detail) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 |
In Thousands, unless otherwise specified | ||
Intangible Liabilities [Line Items] | ||
Gross carrying amount | ($11,400) | ($16,631) |
Accumulated amount | 6,795 | 9,999 |
Net amount | ($4,605) | ($6,632) |
Useful_Lives_of_Intangible_Ass
Useful Lives of Intangible Assets (Detail) | 12 Months Ended |
Jan. 31, 2015 | |
Trade names | |
Intangible Assets [Line Items] | |
Intangible assets, useful life | Indefinite |
Selling, General and Administrative Expenses | Customer relationships | Maximum | |
Intangible Assets [Line Items] | |
Intangible assets, useful life | 2 years 3 months 18 days |
Selling, General and Administrative Expenses | Customer relationships | Minimum | |
Intangible Assets [Line Items] | |
Intangible assets, useful life | 2 years |
Selling, General and Administrative Expenses | Co-branded credit card agreement | |
Intangible Assets [Line Items] | |
Intangible assets, useful life | 6 years 6 months |
Selling, General and Administrative Expenses | International Retail Franchise | Franchise Agreements | |
Intangible Assets [Line Items] | |
Intangible assets, useful life | 6 years |
Selling, General and Administrative Expenses | Gymboree Play & Music | Franchise Agreements | |
Intangible Assets [Line Items] | |
Intangible assets, useful life | 14 years |
Selling, General and Administrative Expenses | Gymboree Play & Music | Reacquired franchise rights | |
Intangible Assets [Line Items] | |
Intangible assets, useful life, period | Remaining contractual term |
Cost of Goods Sold | Below Market Leases | |
Intangible Assets [Line Items] | |
Intangible assets, useful life, period | Remaining lease term |
Cost of Goods Sold | Above Market Leases | |
Intangible Assets [Line Items] | |
Intangible assets, useful life, period | Remaining lease term |
Net_Amortization_Expense_or_In
Net Amortization Expense or Income (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Cost of Goods Sold | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization income (expense) | $958 | $1,446 | $1,868 |
Selling, General and Administrative Expenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization income (expense) | ($2,118) | ($3,842) | ($17,360) |
Estimated_Amortization_Expense
Estimated Amortization Expense Income Related to Intangible Assets and Liabilities (Detail) (USD $) | Jan. 31, 2015 |
In Thousands, unless otherwise specified | |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | |
2015 | $987 |
2016 | 455 |
2017 | -342 |
2018 | -218 |
2019 | 113 |
Thereafter | 540 |
Below Market Leases | |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | |
2015 | 835 |
2016 | 483 |
2017 | 342 |
2018 | 110 |
2019 | 15 |
Thereafter | 3 |
Above Market Leases | |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | |
2015 | -1,579 |
2016 | -1,428 |
2017 | -1,016 |
2018 | -464 |
2019 | -38 |
Thereafter | -80 |
Other Intangibles | |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | |
2015 | 1,731 |
2016 | 1,400 |
2017 | 332 |
2018 | 136 |
2019 | 136 |
Thereafter | $617 |
Accrued_Liabilities_Detail
Accrued Liabilities (Detail) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 |
In Thousands, unless otherwise specified | ||
Schedule of Accrued Liabilities [Line Items] | ||
Unredeemed gift cards, gift certificates, merchandise credits and customer deposits | $24,924 | $26,753 |
Employee compensation related expenses | 23,705 | 20,359 |
Corporate expenses | 21,054 | 28,320 |
Accrued interest | 9,845 | 9,897 |
Store operating expenses | 7,822 | 9,199 |
Sales taxes | 1,554 | 1,645 |
Other | 5,901 | 4,130 |
Total | $94,805 | $100,303 |
401k_Plan_Additional_Informati
401k Plan - Additional Information (Detail) (Defined Contribution 401 K Plan, USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Defined Contribution 401 K Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Description of voluntary defined contribution 401(k) profit-sharing plan | We contribute $1.00 to the plan for each $1.00 contributed by an employee, up to 4% of the employee's salary. | ||
Employer matching percentage of employee's salary | 4.00% | ||
Total matching contributions to the Plan | $2.30 | $2.10 | $0.20 |
Line_of_Credit_Additional_Info
Line of Credit - Additional Information (Detail) (USD $) | 12 Months Ended | |
Jan. 31, 2015 | Feb. 01, 2014 | |
Line of Credit Facility [Line Items] | ||
Line of credit, outstanding | $33,000,000 | |
Senior Secured Asset Based Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Line of credit, borrowing capacity | 225,000,000 | |
Line of credit, outstanding | 33,000,000 | |
Letter of credit, outstanding | 29,200,000 | |
Line of credit, remaining borrowing capacity | 103,300,000 | |
Line of credit, average borrowing | 32,000,000 | 4,300,000 |
Line of credit, Principal amounts outstanding due date | 2017-03 | |
Line of credit, commitment fee | 0.38% | |
Senior Secured Asset Based Revolving Credit Facility | Interest rate on the first $12.0 million of line of credit borrowings outstanding | ||
Line of Credit Facility [Line Items] | ||
Line of credit, outstanding | 12,000,000 | |
Line of credit, effective interest rate | 5.50% | |
Senior Secured Asset Based Revolving Credit Facility | Interest rate on remaining $21.0 million of line of credit borrowings outstanding | ||
Line of Credit Facility [Line Items] | ||
Line of credit, outstanding | 21,000,000 | |
Line of credit, effective interest rate | 4.00% | |
Senior Secured Asset Based Revolving Credit Facility | Federal Funds Effective Rate | ||
Line of Credit Facility [Line Items] | ||
Line of credit, interest rate | 0.50% | |
Senior Secured Asset Based Revolving Credit Facility | Adjusted LIBOR Rate | ||
Line of Credit Facility [Line Items] | ||
Line of credit, interest rate | 1.00% | |
Senior Secured Asset Based Revolving Credit Facility | Maximum | ||
Line of Credit Facility [Line Items] | ||
Line of credit, additional commitments | $125,000,000 |
LongTerm_Debt_Detail
Long-Term Debt (Detail) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Long-term debt | $1,114,048 | $1,113,742 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 768,048 | 767,742 |
Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | $346,000 | $346,000 |
LongTerm_Debt_Parenthetical_De
Long-Term Debt (Parenthetical) (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 |
Term Loan | ||
Debt Instrument [Line Items] | ||
London interbank offering rate floor | 1.50% | 1.50% |
Term loan, discount | 1,054 | 1,360 |
Long-term debt, due date | 2018-02 | |
Term Loan | Adjusted LIBOR Rate | ||
Debt Instrument [Line Items] | ||
Long-term debt, interest rate above basis rate | 3.50% | 3.50% |
Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, due date | 2018-12 | 2018-12 |
Senior notes, interest rate | 9.13% | 9.13% |
LongTerm_Debt_Additional_Infor
Long-Term Debt - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | |
Debt Instrument [Line Items] | |||
Long-term debt, interest expense | $82,378,000 | $81,558,000 | $85,640,000 |
Deferred financing costs, amortization period | 6 years 4 months 24 days | ||
Deferred financing costs, weighted-average remaining amortization period | 3 years 3 months 18 days | ||
Deferred financing costs, amortization expense | 6,800,000 | 6,500,000 | 6,500,000 |
Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt, amount | 400,000,000 | ||
Long-term debt, due date | 2018-12 | 2018-12 | |
Long-term debt, interest rate | 9.13% | 9.13% | |
Long-term debt, redemption price | 100.00% | ||
Aggregate principal amount of Notes repurchased | 25,000,000 | 29,000,000 | |
Payments on Notes | 24,800,000 | 26,600,000 | |
Gain (loss) on extinguishment of debt | 200,000 | 2,400,000 | |
Long-term debt, loss on extinguishment of debt, write-off of deferred financing costs | 1,000,000 | 1,400,000 | |
Notes | Change in Control of Company | |||
Debt Instrument [Line Items] | |||
Long-term debt, redemption price | 101.00% | ||
Long-Term Debt and ABL | |||
Debt Instrument [Line Items] | |||
Long-term debt, interest expense | 81,900,000 | 81,600,000 | 85,600,000 |
Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, amount | 820,000,000 | ||
Long-term debt, due date | 2018-02 | ||
London interbank offering rate floor | 1.50% | 1.50% | |
Interest rate under term loan | 5.00% | ||
Long-term debt, payment percentage | 0.25% | ||
Senior secured term loan facility, discount | 1,054,000 | 1,360,000 | |
Term Loan | Base Rate | |||
Debt Instrument [Line Items] | |||
Long-term debt, interest rate above basis rate | 2.50% | ||
Term Loan | Adjusted LIBOR Rate | |||
Debt Instrument [Line Items] | |||
Long-term debt, interest rate above basis rate | 3.50% | 3.50% | |
Term Loan | Maximum | |||
Debt Instrument [Line Items] | |||
Long-term debt, allowed additional tranches of loan | $200,000,000 |
Schedule_of_Redemption_Prices_
Schedule of Redemption Prices (Detail) (Notes) | 12 Months Ended |
Jan. 31, 2015 | |
Notes | |
Debt Instrument [Line Items] | |
2014 | 104.56% |
2015 | 102.28% |
2016 and thereafter | 100.00% |
Scheduled_Future_Minimum_Princ
Scheduled Future Minimum Principal Payments on Long-Term Debt, Excluding Accretion of Original Issue Discount (Detail) (USD $) | Jan. 31, 2015 |
In Thousands, unless otherwise specified | |
Long Term Debt Maturities Repayments Of Principal [Line Items] | |
Principal payments in 2015 | $0 |
Principal payments in 2016 | 0 |
Principal payments in 2017 | 6,502 |
Principal payments in 2018 | 1,108,600 |
Total | $1,115,102 |
Estimated_Amortization_of_Defe
Estimated Amortization of Deferred Financing Costs for Each of Next Five Fiscal Years (Detail) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 |
In Thousands, unless otherwise specified | ||
Deferred Costs, Capitalized and Other Assets Disclosure [Line Items] | ||
2015 | $7,269 | |
2016 | 7,741 | |
2017 | 7,269 | |
2018 | 3,343 | |
2019 | 0 | |
Total | $25,622 | $32,455 |
Derivative_Financial_Instrumen2
Derivative Financial Instruments - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | ||
Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | Dec. 31, 2010 | |
Derivative [Line Items] | ||||
Forward exchange contracts term | 1 year | |||
Amount of Gain / (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | ($1,607,000) | ($869,000) | ($219,000) | |
Term Loan | ||||
Derivative [Line Items] | ||||
Long-term debt, amount | 820,000,000 | |||
Not Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Forward foreign exchange contract not designated as a hedge | 0 | 2 | ||
Not Designated as Hedging Instrument | Foreign exchange derivatives | ||||
Derivative [Line Items] | ||||
Forward foreign exchange contract not designated as a hedge, notional amount | 10,300,000 | |||
Derivatives | ||||
Derivative [Line Items] | ||||
Interest rate caps, maturity date | 23-Dec-16 | |||
Payment for interest rate caps hedging | 12,100,000 | |||
Reclassified from accumulated other comprehensive loss to interest expense within the next 12 months | 3,900,000 | |||
Derivatives | Term Loan | ||||
Derivative [Line Items] | ||||
Long-term debt, amount | 700,000,000 | |||
Derivatives | Interest Expense | ||||
Derivative [Line Items] | ||||
Amount of Gain / (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | $2,100,000 | $1,100,000 | $300,000 |
Outstanding_Derivatives_Design
Outstanding Derivatives Designated as Cash Flow Hedges (Detail) (Designated as Hedging Instrument, USD $) | Jan. 31, 2015 | Feb. 01, 2014 |
In Thousands, unless otherwise specified | Derivative | Derivative |
Derivative [Line Items] | ||
Number of derivative instruments | 10 | 10 |
Notional | $704,633 | $705,029 |
Interest rate derivatives | Interest rate caps | ||
Derivative [Line Items] | ||
Number of interest rate derivative instruments | 4 | 4 |
Notional | 700,000 | 700,000 |
Foreign exchange derivatives | Forward foreign exchange contracts | ||
Derivative [Line Items] | ||
Number of foreign currency exchange rate derivatives, designated as cash flow hedges | 6 | 6 |
Notional | $4,633 | $5,029 |
Fair_Value_of_Derivative_Finan
Fair Value of Derivative Financial Instruments (Detail) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $113 | $947 |
Interest rate derivatives | Interest rate caps | Other Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 17 | 599 |
Foreign exchange derivatives | Forward foreign exchange contracts | Other Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $96 | $348 |
Effect_of_Derivative_Financial
Effect of Derivative Financial Instruments on Consolidated Statements of Operations and Comprehensive Loss (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gains / (Losses) Recognized in OCI on Derivative (Effective Portion) | ($292) | $350 | ($429) |
Gains / (Losses) Reclassified from Accumulated OCI into Income (Effective Portion) | -1,607 | -869 | -219 |
Interest rate derivatives | Interest rate caps | Interest Expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gains / (Losses) Recognized in OCI on Derivative (Effective Portion) | -582 | -365 | -396 |
Gains / (Losses) Reclassified from Accumulated OCI into Income (Effective Portion) | -2,062 | -1,135 | -300 |
Foreign exchange derivatives | Forward foreign exchange contracts | Cost of Goods Sold | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gains / (Losses) Recognized in OCI on Derivative (Effective Portion) | 290 | 715 | -33 |
Gains / (Losses) Reclassified from Accumulated OCI into Income (Effective Portion) | $455 | $266 | $81 |
Lease_Incentives_and_Other_Lia2
Lease Incentives and Other Liabilities (Detail) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 |
In Thousands, unless otherwise specified | ||
Lease Liability Activity [Line Items] | ||
Above market leases | $4,605 | $6,632 |
Deferred rent | 20,822 | 15,583 |
Lease allowances | 25,579 | 24,673 |
Other | 2,671 | 3,544 |
Total | $53,677 | $50,432 |
Leases_Additional_Information_
Leases - Additional Information (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 |
Leases [Line Items] | ||
Operating leases expiration year | 2026 | |
Asset retirement obligation | $2.10 | $2 |
Selling, General and Administrative Expenses | ||
Leases [Line Items] | ||
Amortization of the capital lease assets | $0.70 | $0.30 |
Retail Stores | ||
Leases [Line Items] | ||
Operating leases term | 10 years |
Future_Minimum_Rental_Payments
Future Minimum Rental Payments Under Non Cancelable Operating Leases (Detail) (USD $) | Jan. 31, 2015 |
In Thousands, unless otherwise specified | |
Operating Leased Assets [Line Items] | |
2015 | $103,433 |
2016 | 94,980 |
2017 | 83,535 |
2018 | 63,100 |
2019 | 48,618 |
Thereafter | 122,684 |
Total future minimum lease payments | $516,350 |
Rent_Expense_Detail
Rent Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Operating Leased Assets [Line Items] | |||
Minimum rent | $107,927 | $102,482 | $97,092 |
Other lease required expenses | 55,268 | 53,678 | 50,017 |
Percentage rent expense | 845 | 788 | 551 |
Amortization income of above and below market leases, net | -958 | -1,446 | -1,868 |
Total rent expense | $163,082 | $155,502 | $145,792 |
Assets_under_Capital_Lease_Det
Assets under Capital Lease (Detail) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 |
In Thousands, unless otherwise specified | ||
Capital Leased Assets [Line Items] | ||
Total assets under capital lease | $4,102 | $4,102 |
Less: Accumulated amortization | -1,011 | -297 |
Net assets under capital lease | 3,091 | 3,805 |
Leasehold Improvements | ||
Capital Leased Assets [Line Items] | ||
Total assets under capital lease | 1,776 | 1,776 |
Furniture, Fixtures and Equipment | ||
Capital Leased Assets [Line Items] | ||
Total assets under capital lease | $2,326 | $2,326 |
Future_Minimum_Obligations_und
Future Minimum Obligations under Capital Leases (Detail) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 |
In Thousands, unless otherwise specified | ||
Schedule of Capital Lease Obligations [Line Items] | ||
2015 | $838 | |
2016 | 838 | |
2017 | 838 | |
2018 | 838 | |
2019 | 876 | |
Total minimum lease payments | 4,228 | |
Less amount representing interest | -826 | |
Total future minimum lease payments | 3,402 | |
Less current portion of obligation under capital lease | -552 | -503 |
Obligations under capital lease, less current portion | $2,850 | $3,402 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||
Dec. 12, 2014 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 31, 2014 | Sep. 12, 2013 | |
Employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Preferred stock liquidation preference per share | $36 | |||||
Preferred stock liquidation preference growth rate per year | 15.00% | |||||
Weighted-average fair value of options granted | $28 | |||||
Unrecognized compensation cost, weighted average recognition period | 4 years 10 months 24 days | |||||
Share-based compensation expense | $4,624,000 | $5,809,000 | $4,260,000 | |||
Incremental share based compensation expense related to a modification of employee stock options | 900,000 | |||||
Number of employees affected related to modification of employee stock option | 65 | |||||
Share-based compensation income tax (expense) benefits, before valuation allowance | -400,000 | 1,400,000 | 700,000 | |||
Common Class A | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of stock in each units of shares | 9 | |||||
Common Class L | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of stock in each units of shares | 1 | |||||
Restricted Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity Incentive Plan, vesting period | 3 years | |||||
Unrecognized compensation cost, weighted average recognition period | 1 year 6 months | |||||
Restricted units, total unrecognized compensation cost (net of estimated forfeitures) | 700,000 | |||||
Total fair value of Restricted units that vested | 100,000 | 400,000 | ||||
Restricted units, aggregate intrinsic value | 200,000 | |||||
Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost net of estimated forfeitures | 8,600,000 | |||||
Unrecognized compensation cost, weighted average recognition period | 4 years 8 months 12 days | |||||
Incremental share based compensation expense related to a modification of employee stock options | 300,000 | |||||
China Phantom Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity Incentive Plan, vesting period | 5 years | |||||
Pool equal to the percentage of cash and fair market value of securities | 10.00% | |||||
Conditional rights to receive the value of the pool greater than amount | $12,000,000 | |||||
Percentage of units vest on each of the first five anniversaries | 20.00% | |||||
2010 Plan | Common Class A | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity Incentive Plan, shares authorized for grant | 11,622,231 | |||||
Equity Incentive Plan, available for the grant of future awards | 3,975,813 | |||||
2010 Plan | Common Class L | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity Incentive Plan, shares authorized for grant | 1,291,359 | |||||
Equity Incentive Plan, available for the grant of future awards | 441,757 | |||||
Stock Option Plan 2010 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value of unit, options grant | $8.50 | $45 | $47.44 | |||
Options granted, term | 10 years | 10 years | 10 years | |||
Equity Incentive Plan, vesting period | 5 years | 5 years | 5 years | |||
Weighted-average fair value of options granted | $4.43 | $30.49 | $31.80 |
Summary_of_Stock_Option_Activi
Summary of Stock Option Activity (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | |
Number of shares | |||
Outstanding at beginning of year | 896 | ||
Granted | 795 | ||
Forfeited | -882 | ||
Outstanding at end of year | 809 | 896 | |
Vested and expected to vest at end of year | 678 | [1] | |
Exercisable at end of year | 175 | ||
Weighted-average exercise price per share | |||
Outstanding at beginning of year | $45.23 | ||
Granted | $28 | ||
Forfeited | $44.94 | ||
Outstanding at end of year | $28.61 | $45.23 | |
Vested and expected to vest at end of year | $28.72 | [1] | |
Exercisable at end of year | $30.65 | ||
Weighted-average remaining contractual life (in years) | |||
Weighted-average remaining contractual life at end of year | 9 years 7 months 6 days | 7 years 6 months | |
Vested and expected to vest at end of year | 9 years 7 months 6 days | [1] | |
Exercisable at end of year | 8 years 10 months 24 days | ||
[1] | The expected to vest options are the result of applying the pre-vesting forfeiture rate assumptions to total unvested options outstanding. |
Fair_Value_of_Each_Stock_Optio
Fair Value of Each Stock Option Granted (Detail) | 12 Months Ended | ||
Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | |
Share based Compensation Arrangement by Share based Payment Award, Fair Value Assumptions, Method Used [Line Items] | |||
Expected dividend rate | 0.00% | 0.00% | 0.00% |
Expected volatility | 80.90% | 75.20% | 74.40% |
Risk-free interest rate | 2.10% | 1.40% | 1.20% |
Expected lives (years) | 6 years 6 months | 6 years 6 months | 6 years 6 months |
Summary_of_RU_Activity_under_I
Summary of RU Activity under Incentive Plan (Detail) (Restricted Units, USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Jan. 31, 2015 |
Restricted Units | |
Number of shares | |
Beginning balance | 35 |
Granted | 0 |
Vested | -13 |
Forfeited | -3 |
Ending balance | 19 |
Weighted-average grant date fair value | |
Beginning balance | $45 |
Granted | $0 |
Vested | $45 |
Forfeited | $45 |
Ending balance | $45 |
Summary_of_Activity_under_Phan
Summary of Activity under Phantom Plan (Detail) (China Phantom Equity Incentive Plan) | 12 Months Ended |
In Thousands, unless otherwise specified | Jan. 31, 2015 |
China Phantom Equity Incentive Plan | |
Number of shares | |
Beginning balance | 687 |
Granted | 99 |
Forfeited | -109 |
Ending balance | 677 |
Amount_Pre_Tax_Loss_Income_Att
Amount Pre Tax Loss Income Attributable to Foreign and Domestic Operations (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Schedule Of Income Taxes [Line Items] | |||
Foreign | ($21,813) | ($4,372) | $3,910 |
United States | -632,118 | -203,435 | -19,949 |
(Loss) income before income taxes | ($653,931) | ($207,807) | ($16,039) |
Provision_for_Benefit_from_Inc
Provision for (Benefit from) Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Current: | |||
Federal | ($510) | $2,065 | ($1,967) |
State | 2,360 | 2,214 | 1,476 |
Foreign | 2,796 | -2,882 | 1,864 |
Total current | 4,646 | 1,397 | 1,373 |
Deferred: | |||
Federal | -71,131 | -3,291 | -4,909 |
State | -8,072 | 1,821 | -1,441 |
Foreign | 737 | -1,383 | -659 |
Total deferred | -78,466 | -2,853 | -7,009 |
Total benefit | ($73,820) | ($1,456) | ($5,636) |
Reconciliation_of_Statutory_Fe
Reconciliation of Statutory Federal Income Tax Rate with Effective Income Tax Rate (Detail) | 12 Months Ended | ||
Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | |
Schedule of Effective Tax Rate Reconciliation [Line Items] | |||
Statutory federal rate | 35.00% | 35.00% | 35.00% |
State income taxes, net of income tax benefit | 0.80% | 1.10% | 5.40% |
Non-deductible transaction costs | -0.20% | ||
Increase in valuation allowances | -3.80% | -12.70% | -3.10% |
Impact of foreign operations (net of foreign tax deductions/credit) | -0.10% | -0.60% | -7.30% |
Non-deductible goodwill impairment | -20.30% | -23.60% | |
Cancellation of non-qualified stock options | -0.30% | -0.30% | -5.00% |
Reserves | 0.40% | -4.60% | |
Federal credits | 0.10% | 0.90% | 12.30% |
Enhanced charitable contributions | 0.10% | 0.30% | 2.50% |
Other | 0.20% | 5.50% | |
Effective tax rate | 11.70% | 0.50% | 40.50% |
Noncontrolling interest | -0.40% | 0.20% | -5.40% |
Total effective tax rate | 11.30% | 0.70% | 35.10% |
Temporary_Differences_and_Carr
Temporary Differences and Carryforwards Which Give Rise to Deferred Tax Assets And Liabilities (Detail) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Inventory | $8,031 | $4,803 |
Deferred revenue | 2,858 | 3,193 |
State taxes | 4,160 | 7,052 |
Reserves | 7,152 | 9,341 |
Stock compensation | 4,159 | 4,603 |
Deferred rent | 9,594 | 7,814 |
Net operating loss carryforwards | 37,463 | 25,500 |
Charitable contribution carryovers | 5,299 | 4,092 |
Tax credits | 7,400 | 7,035 |
Other | 7,387 | 6,297 |
Gross deferred tax assets | 93,503 | 79,730 |
Valuation allowance | -58,582 | -31,918 |
Total deferred tax assets | 34,921 | 47,812 |
Deferred tax liabilities: | ||
Prepaid expenses | -2,317 | -2,136 |
Fixed asset basis differences | -17,096 | -24,737 |
Intangibles | -131,325 | -214,201 |
Other | -5,449 | -6,304 |
Total deferred tax liabilities | -156,187 | -247,378 |
Net deferred tax liabilities | ($121,266) | ($199,566) |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | |
Income Taxes [Line Items] | ||||
Valuation allowance | $58,582,000 | $31,918,000 | ||
Unrecognized tax benefits | 5,638,000 | 6,565,000 | 8,562,000 | 7,316,000 |
Unrecognized tax benefits, if recognized would affect effective tax rate | 3,500,000 | 3,600,000 | 7,400,000 | |
Unrecognized tax benefits, if recognized result in adjustments to other tax accounts, primarily deferred taxes | 2,100,000 | 3,000,000 | 1,100,000 | |
Interest on income tax contingencies | -33,000 | 102,000 | 342,000 | |
Penalties on income tax contingencies | 58,000 | 70,000 | 9,000 | |
Liability for interest on income taxes | 919,000 | 889,000 | ||
Liability for penalties on income taxes | 568,000 | 626,000 | ||
Unrecognized tax benefits decrease during next twelve months | $700,000 |
Net_Operating_Loss_Carryforwar
Net Operating Loss Carryforwards and Tax Credit Carryforwards, with Expiration Dates (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Jan. 31, 2015 |
Minimum | |
Operating Loss Carryforwards [Line Items] | |
Federal Net Operating Loss Carryforward, Expiration Year | 2030 |
State net operating loss carryforward, expiration year | 2023 |
China net operating loss carryforward, expiration year | 2016 |
Maximum | |
Operating Loss Carryforwards [Line Items] | |
Federal Net Operating Loss Carryforward, Expiration Year | 2034 |
State net operating loss carryforward, expiration year | 2034 |
China net operating loss carryforward, expiration year | 2019 |
Tax Credits | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carry forwards | 6.6 |
Tax Credits | Minimum | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carryforwards, expiration year | 2015 |
Tax Credits | Maximum | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carryforwards, expiration year | 2034 |
Other Tax Credits | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carry forwards | 1 |
Tax credit carryforwards, expiration description | Indefinite |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss | 85.1 |
State and Local Jurisdiction | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss | 44.7 |
Foreign Tax Authority | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss | 16.4 |
Reconciliation_of_Beginning_an
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefit (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Balance at beginning of period | $6,565 | $8,562 | $7,316 |
Gross increases - tax positions in current period | 473 | 814 | 712 |
Gross increases - tax positions in prior period | 322 | 335 | 1,600 |
Gross decreases - tax positions in prior period | -1,217 | -2,187 | 3 |
Settlements | -31 | -178 | -618 |
Lapsed statutes of limitations | -241 | -353 | -448 |
Decreases based on currency translation adjustments | -233 | -428 | -3 |
Balance at end of period | $5,638 | $6,565 | $8,562 |
Amount_Representing_Estimated_
Amount Representing Estimated Inventory and Other Purchase Obligation (Detail) (USD $) | Jan. 31, 2015 | |
In Thousands, unless otherwise specified | ||
Schedule Of Commitments And Contingencies [Line Items] | ||
Less than 1 year | $223,146 | |
1-3 years | 31,629 | |
Payments due by period 3-5 years | 24,754 | |
After 5 years | 1,707 | |
Total | 281,236 | |
Inventory Purchase Obligation | ||
Schedule Of Commitments And Contingencies [Line Items] | ||
Less than 1 year | 199,142 | [1] |
Total | 199,142 | [1] |
Other Purchase Obligations | ||
Schedule Of Commitments And Contingencies [Line Items] | ||
Less than 1 year | 24,004 | [2] |
1-3 years | 31,629 | [2] |
Payments due by period 3-5 years | 24,754 | [2] |
After 5 years | 1,707 | [2] |
Total | $82,094 | [2] |
[1] | Inventory purchase obligations include outstanding purchase orders for merchandise inventories that are enforceable and legally binding on the Company and that specify all significant terms (including fixed or minimum quantities to be purchased), fixed, minimum or variable price provisions, and the approximate timing of the transaction. | |
[2] | Other purchase obligations include annual commitments of approximately $8.8 million through the second quarter of 2019 under the operating services agreement related to a third party fulfillment center (see Note 10). Also included in other purchase obligations are commitments for professional services, information technology and fixtures and equipment. |
Amount_Representing_Estimated_1
Amount Representing Estimated Inventory and Other Purchase Obligation (Parenthetical) (Detail) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 |
In Thousands, unless otherwise specified | ||
Schedule Of Commitments And Contingencies [Line Items] | ||
Capital leased asset | $4,102 | $4,102 |
Assets Held under Capital Leases | ||
Schedule Of Commitments And Contingencies [Line Items] | ||
Capital leased asset | $8,800 |
Components_of_Accumulated_OCI_
Components of Accumulated OCI, net of Taxes (Detail) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
In Thousands, unless otherwise specified | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Foreign currency translation | ($7,043) | $623 | $808 | |
Accumulated changes in fair value of derivative financial instruments, net of tax benefit of $3,982 | -4,188 | -5,503 | -6,722 | |
Total accumulated other comprehensive loss | ($11,231) | ($4,880) | ($5,914) | ($5,825) |
Components_of_Accumulated_OCI_1
Components of Accumulated OCI, net of Taxes (Parenthetical) (Detail) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
In Thousands, unless otherwise specified | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated changes in fair value of derivative financial instruments, tax benefit | $3,982 | $3,982 | $3,982 |
Changes_in_Accumulated_Other_C
Changes in Accumulated Other Comprehensive Income Balance by Component (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | ($4,880) | ($5,914) | ($5,825) |
Other comprehensive income (loss) recognized before reclassifications | -8,400 | 376 | -317 |
Amounts reclassified from accumulated other comprehensive loss to earnings | 1,607 | 869 | 219 |
Tax (expense) benefit | 67 | ||
Total other comprehensive (loss) income | -6,793 | 1,245 | -31 |
Other comprehensive loss (income) attributable to noncontrolling interest | 442 | -211 | -58 |
Ending balance | -11,231 | -4,880 | -5,914 |
Derivatives | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | -5,503 | -6,722 | -6,579 |
Other comprehensive income (loss) recognized before reclassifications | -292 | 350 | -429 |
Amounts reclassified from accumulated other comprehensive loss to earnings | 1,607 | 869 | 219 |
Tax (expense) benefit | 67 | ||
Total other comprehensive (loss) income | 1,315 | 1,219 | -143 |
Ending balance | -4,188 | -5,503 | -6,722 |
Foreign Currency | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | 623 | 808 | 754 |
Other comprehensive income (loss) recognized before reclassifications | -8,108 | 26 | 112 |
Total other comprehensive (loss) income | -8,108 | 26 | 112 |
Other comprehensive loss (income) attributable to noncontrolling interest | 442 | -211 | -58 |
Ending balance | ($7,043) | $623 | $808 |
Dividends_Additional_Informati
Dividends - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Dividends Payable [Line Items] | |||
Dividend payment to Parent | $153 | $7,564 | $3,273 |
Capital contribution received by noncontrolling interest | 992 | 15,886 | 1,602 |
Used by Indirect Parent to repurchase shares of its stock | |||
Dividends Payable [Line Items] | |||
Dividend payment to Parent | 200 | 900 | 3,300 |
VIEs | |||
Dividends Payable [Line Items] | |||
Dividend payment to Parent | 6,700 | ||
Capital contribution received by noncontrolling interest | $1,000 | $15,900 | $1,600 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | |||||
Oct. 23, 2010 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | Apr. 30, 2012 | Apr. 30, 2014 | Nov. 30, 2011 | Dec. 31, 2011 | |
Bain Capital Partners Llc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management services, expiration date | 31-Dec-20 | |||||||
Management services, evergreen extensions period | 1 year | |||||||
Management services, aggregate annual management fee and reimbursement of out-of-pocket expenses | $3,100,000 | $3,600,000 | $3,100,000 | |||||
Payable to related parties | 200,000 | 400,000 | ||||||
Bain Capital Partners Llc | VIEs | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management services, aggregate annual management fee and reimbursement of out-of-pocket expenses | 500,000 | 500,000 | 700,000 | |||||
Bain Capital Partners Llc | Financing, acquisition, disposition and change of control transactions, fee percentage | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management services, percentage of fee from subsequent transactions | 1.00% | |||||||
Bain Capital Partners Llc | Amended and Restated Service Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management services, aggregate annual management fee and reimbursement of out-of-pocket expenses | 3,000,000 | |||||||
Management services, reduction from annual management fee | 270,000 | |||||||
Gymboree Tianjin | Gymboree Play Programs Incorporated | ||||||||
Related Party Transaction [Line Items] | ||||||||
Master Service Agreement term with Gymboree Tianjin | 5 years | |||||||
Franchise Agreement period | 10 years | |||||||
Gymboree China | ||||||||
Related Party Transaction [Line Items] | ||||||||
Franchise Agreement period | 10 years | |||||||
LogicSource | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payable to related parties | 300,000 | 200,000 | ||||||
Purchased services | 1,900,000 | 2,600,000 | 1,500,000 | |||||
Burlington Coat Factory | ||||||||
Related Party Transaction [Line Items] | ||||||||
Inventory sold | 0 | 9,900,000 | 5,800,000 | |||||
Receivable from related parties | 0 | 1,000,000 | ||||||
Giraffe Holding, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Receivable from related parties | 200,000 | 800,000 | ||||||
Gymboree Investment Holding Gp Limited | VIEs | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payable to related parties | 1,100,000 | 1,100,000 | ||||||
Gymboree Hong Kong Limited | VIEs | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payable to related parties | $400,000 | $400,000 |
Segment_Information_Additional
Segment Information - Additional Information (Detail) | 12 Months Ended |
Jan. 31, 2015 | |
Segment | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 4 |
Retail Stores | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 4 |
Financial_Data_of_Each_Reporta
Financial Data of Each Reportable Segment (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | 3-May-14 | Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | $375,608 | $316,819 | $264,303 | $272,010 | $351,032 | $309,838 | $290,916 | $292,783 | $1,228,740 | $1,244,569 | $1,275,664 |
Reportable segment, gross profit | 137,905 | 125,921 | 96,364 | 108,358 | 124,487 | 123,468 | 107,086 | 120,973 | 468,548 | 476,014 | 481,392 |
Reportable segment, Total assets | 1,187,943 | 1,840,104 | 1,187,943 | 1,840,104 | |||||||
VIEs | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | 26,354 | 20,685 | 14,242 | ||||||||
Reportable segment, Total assets | 21,449 | 23,208 | 21,449 | 23,208 | |||||||
Retail Stores | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | 361,711 | 304,265 | 253,376 | 259,124 | 340,003 | 297,352 | 278,944 | 280,877 | 1,178,476 | 1,197,176 | 1,234,993 |
Gymboree Play & Music | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | 9,013 | 7,744 | 7,319 | 6,832 | 6,276 | 6,821 | 6,260 | 6,328 | 30,908 | 25,685 | 23,941 |
International Retail Franchise | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | 4,884 | 4,810 | 3,608 | 6,054 | 4,753 | 5,665 | 5,712 | 5,578 | 19,356 | 21,708 | 16,730 |
Operating Segments | VIEs | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | 26,354 | 20,685 | 14,242 | ||||||||
Reportable segment, gross profit | 18,711 | 14,168 | 10,657 | ||||||||
Reportable segment, Total assets | 21,449 | 23,208 | 21,449 | 23,208 | |||||||
Operating Segments | Retail Stores | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | 1,172,626 | 1,191,498 | 1,232,985 | ||||||||
Reportable segment, gross profit | 432,286 | 443,960 | 452,643 | ||||||||
Reportable segment, Total assets | 1,078,973 | 1,728,186 | 1,078,973 | 1,728,186 | |||||||
Operating Segments | Gymboree Play & Music | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | 17,143 | 15,066 | 20,988 | ||||||||
Reportable segment, gross profit | 12,476 | 10,684 | 17,295 | ||||||||
Reportable segment, Total assets | 60,190 | 60,942 | 60,190 | 60,942 | |||||||
Operating Segments | International Retail Franchise | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | 19,907 | 22,252 | 16,893 | ||||||||
Reportable segment, gross profit | 11,158 | 11,577 | 8,967 | ||||||||
Reportable segment, Total assets | 28,886 | 29,256 | 28,886 | 29,256 | |||||||
Intersegment elimination | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | -7,290 | -4,932 | -9,444 | ||||||||
Reportable segment, gross profit | -6,083 | -4,375 | -8,170 | ||||||||
Reportable segment, Total assets | -1,555 | -1,488 | -1,555 | -1,488 | |||||||
Intersegment elimination | VIEs | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | -6,955 | ||||||||||
Intersegment elimination | Gymboree Play & Music | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | -6,739 | -4,388 | -2,326 | ||||||||
Intersegment elimination | International Retail Franchise | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | ($551) | ($544) | ($163) |
Intersegment_Revenues_for_Each
Intersegment Revenues for Each Reportable Segment (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | 3-May-14 | Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | $375,608 | $316,819 | $264,303 | $272,010 | $351,032 | $309,838 | $290,916 | $292,783 | $1,228,740 | $1,244,569 | $1,275,664 |
VIEs | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | 26,354 | 20,685 | 14,242 | ||||||||
Gymboree Play & Music | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | 9,013 | 7,744 | 7,319 | 6,832 | 6,276 | 6,821 | 6,260 | 6,328 | 30,908 | 25,685 | 23,941 |
International Retail Franchise | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | 4,884 | 4,810 | 3,608 | 6,054 | 4,753 | 5,665 | 5,712 | 5,578 | 19,356 | 21,708 | 16,730 |
Intersegment elimination | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | -7,290 | -4,932 | -9,444 | ||||||||
Intersegment elimination | VIEs | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | -6,955 | ||||||||||
Intersegment elimination | Gymboree Play & Music | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | -6,739 | -4,388 | -2,326 | ||||||||
Intersegment elimination | International Retail Franchise | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | ($551) | ($544) | ($163) |
Net_Sales_and_Property_and_Equ
Net Sales and Property and Equipment, Net of Each Geographical Areas (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | 3-May-14 | Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Geographic Reporting Disclosure [Line Items] | |||||||||||
Net sales | $375,608 | $316,819 | $264,303 | $272,010 | $351,032 | $309,838 | $290,916 | $292,783 | $1,228,740 | $1,244,569 | $1,275,664 |
Property and equipment, net | 182,431 | 206,308 | 182,431 | 206,308 | |||||||
UNITED STATES | |||||||||||
Geographic Reporting Disclosure [Line Items] | |||||||||||
Net sales | 1,153,428 | 1,172,490 | 1,215,159 | ||||||||
Property and equipment, net | 172,378 | 196,990 | 172,378 | 196,990 | |||||||
International geographical segment | |||||||||||
Geographic Reporting Disclosure [Line Items] | |||||||||||
Net sales | 75,312 | 72,079 | 60,505 | ||||||||
Property and equipment, net | $10,053 | $9,318 | $10,053 | $9,318 |
Variable_Interest_Entities_Add
Variable Interest Entities - Additional Information (Detail) (VIEs) | 12 Months Ended |
Jan. 31, 2015 | |
VIEs | |
Variable Interest Entity [Line Items] | |
Variable interest entity, percentage of ownership interest | 0.00% |
Variable interest entity, percentage of result of operation recorded as noncontrolling interest | 100.00% |
Impact_of_VIES_on_Condensed_Co
Impact of VIES on Condensed Consolidated Statements of Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | 3-May-14 | Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Variable Interest Entity [Line Items] | |||||||||||
Net sales | $375,608 | $316,819 | $264,303 | $272,010 | $351,032 | $309,838 | $290,916 | $292,783 | $1,228,740 | $1,244,569 | $1,275,664 |
Cost of goods sold | -760,192 | -768,555 | -794,272 | ||||||||
Selling, general and administrative expenses | -448,356 | -443,923 | -411,742 | ||||||||
Operating (loss) income | 12,658 | -579,154 | -10,776 | 6,068 | -159,274 | 12,269 | 5,063 | 16,844 | -571,204 | -125,098 | 69,650 |
Other non-operating (expense) income | -82,727 | -82,709 | -85,689 | ||||||||
(Loss) income before income taxes | -653,931 | -207,807 | -16,039 | ||||||||
Income tax benefit | 73,820 | 1,456 | 5,636 | ||||||||
Net loss | -9,861 | -522,394 | -32,853 | -15,003 | -169,780 | -24,398 | -9,325 | -2,848 | -580,111 | -206,351 | -10,403 |
Net loss attributable to noncontrolling interest | 6,006 | 3,324 | 2,561 | ||||||||
Net loss attributable to The Gymboree Corporation | -7,446 | -522,075 | -31,153 | -13,431 | -167,156 | -23,985 | -9,350 | -2,536 | -574,105 | -203,027 | -7,842 |
Total Selling, General and Administrative Expenses | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Selling, general and administrative expenses | -1,039,752 | -601,112 | -411,742 | ||||||||
Balance Before Consolidation of VIEs | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Net sales | 1,209,676 | 1,228,816 | 1,270,866 | ||||||||
Cost of goods sold | -753,756 | -762,595 | -791,961 | ||||||||
Operating (loss) income | -566,974 | -121,303 | 71,721 | ||||||||
Other non-operating (expense) income | -82,746 | -82,954 | -85,810 | ||||||||
(Loss) income before income taxes | -649,720 | -204,257 | -14,089 | ||||||||
Income tax benefit | 75,654 | 1,138 | 6,503 | ||||||||
Net loss | -574,066 | -203,119 | -7,586 | ||||||||
Net loss attributable to The Gymboree Corporation | -574,066 | -203,119 | -7,586 | ||||||||
Balance Before Consolidation of VIEs | Total Selling, General and Administrative Expenses | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Selling, general and administrative expenses | -1,022,894 | -587,524 | -407,184 | ||||||||
VIEs | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Net sales | 26,354 | 20,685 | 14,242 | ||||||||
Cost of goods sold | -7,643 | -6,517 | -3,585 | ||||||||
Operating (loss) income | -4,191 | -3,888 | -1,815 | ||||||||
Other non-operating (expense) income | 19 | 247 | 121 | ||||||||
(Loss) income before income taxes | -4,172 | -3,641 | -1,694 | ||||||||
Income tax benefit | -1,834 | 317 | -867 | ||||||||
Net loss | -6,006 | -3,324 | -2,561 | ||||||||
Net loss attributable to noncontrolling interest | 6,006 | 3,324 | 2,561 | ||||||||
VIEs | Total Selling, General and Administrative Expenses | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Selling, general and administrative expenses | -22,902 | -18,056 | -12,472 | ||||||||
VIE Eliminations | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Net sales | -7,290 | -4,932 | -9,444 | ||||||||
Cost of goods sold | 1,207 | 557 | 1,274 | ||||||||
Operating (loss) income | -39 | 93 | -256 | ||||||||
Other non-operating (expense) income | -2 | ||||||||||
(Loss) income before income taxes | -39 | 91 | -256 | ||||||||
Income tax benefit | 1 | ||||||||||
Net loss | -39 | 92 | -256 | ||||||||
Net loss attributable to The Gymboree Corporation | -39 | 92 | -256 | ||||||||
VIE Eliminations | Total Selling, General and Administrative Expenses | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Selling, general and administrative expenses | $6,044 | $4,468 | $7,914 |
Impact_of_VIES_on_Condensed_Co1
Impact of VIES on Condensed Consolidated Balance sheets (Detail) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
In Thousands, unless otherwise specified | ||||
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | $18,520 | $39,429 | $33,328 | $77,910 |
Other current assets | 239,829 | 231,611 | ||
Total current assets | 258,349 | 271,040 | ||
Non-current assets | 929,594 | 1,569,064 | ||
Total assets | 1,187,943 | 1,840,104 | ||
Current liabilities | 215,389 | 202,765 | ||
Non-current liabilities | 1,304,819 | 1,388,197 | ||
Total liabilities | 1,520,208 | 1,590,962 | ||
Total stockholders' (deficit) equity | -342,191 | 233,794 | ||
Noncontrolling interest | 9,926 | 15,348 | ||
Total liabilities and stockholders' (deficit) equity | 1,187,943 | 1,840,104 | ||
Balance Before Consolidation of VIEs | ||||
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | 8,559 | 25,635 | ||
Other current assets | 235,123 | 228,129 | ||
Total current assets | 243,682 | 253,764 | ||
Non-current assets | 924,367 | 1,564,620 | ||
Total assets | 1,168,049 | 1,818,384 | ||
Current liabilities | 205,674 | 196,631 | ||
Non-current liabilities | 1,304,384 | 1,387,828 | ||
Total liabilities | 1,510,058 | 1,584,459 | ||
Total stockholders' (deficit) equity | -342,009 | 233,925 | ||
Total liabilities and stockholders' (deficit) equity | 1,168,049 | 1,818,384 | ||
VIEs | ||||
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | 9,961 | 13,794 | ||
Other current assets | 6,261 | 4,970 | ||
Total current assets | 16,222 | 18,764 | ||
Non-current assets | 5,227 | 4,444 | ||
Total assets | 21,449 | 23,208 | ||
Current liabilities | 11,088 | 7,490 | ||
Non-current liabilities | 435 | 370 | ||
Total liabilities | 11,523 | 7,860 | ||
Noncontrolling interest | 9,926 | 15,348 | ||
Total liabilities and stockholders' (deficit) equity | 21,449 | 23,208 | ||
VIE Eliminations | ||||
Variable Interest Entity [Line Items] | ||||
Other current assets | -1,555 | -1,488 | ||
Total current assets | -1,555 | -1,488 | ||
Total assets | -1,555 | -1,488 | ||
Current liabilities | -1,373 | -1,356 | ||
Non-current liabilities | -1 | |||
Total liabilities | -1,373 | -1,357 | ||
Total stockholders' (deficit) equity | -182 | -131 | ||
Total liabilities and stockholders' (deficit) equity | ($1,555) | ($1,488) |
Condensed_Guarantor_Data_Addit
Condensed Guarantor Data - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | |
Condensed Financial Statements, Captions [Line Items] | |||
Domestic subsidiaries, ownership percentage | 100.00% | ||
Increase in accumulated deficit | ($853,363,000) | ($279,258,000) | |
Non-Guarantor Subsidiaries | |||
Condensed Financial Statements, Captions [Line Items] | |||
Intercompany payable | 3,470,000 | 18,337,000 | |
Intercompany receivable | 720,000 | ||
Issuance of common stock in non-cash investing and financing activity | 18,500,000 | ||
Repurchase of shares | 3,207,000 | ||
Dividend to The Gymboree Corporation | 4,042,000 | ||
Non-Guarantor Subsidiaries | Intersegment elimination | |||
Condensed Financial Statements, Captions [Line Items] | |||
Increase in accumulated deficit | -10,300,000 | ||
Intercompany payable | 10,300,000 | ||
Non-Guarantor Subsidiaries | Business Operations | |||
Condensed Financial Statements, Captions [Line Items] | |||
Issuance of common stock in non-cash investing and financing activity | 15,300,000 | ||
Non-Guarantor Subsidiaries | Advanced Pricing Agreement | |||
Condensed Financial Statements, Captions [Line Items] | |||
Issuance of common stock in non-cash investing and financing activity | 3,200,000 | ||
The Gymboree Corporation | |||
Condensed Financial Statements, Captions [Line Items] | |||
Intercompany payable | 609,510,000 | 541,397,000 | |
Intercompany receivable | 3,470,000 | ||
Capital distribution from subsidiary | 1,821,000 | ||
The Gymboree Corporation | Intersegment elimination | |||
Condensed Financial Statements, Captions [Line Items] | |||
Increase in accumulated deficit | 4,100,000 | ||
Intercompany receivable | 4,100,000 | ||
Guarantor Subsidiaries | |||
Condensed Financial Statements, Captions [Line Items] | |||
Intercompany payable | 720,000 | ||
Intercompany receivable | 608,994,000 | 559,280,000 | |
Dividend to The Gymboree Corporation | 3,000,000 | 2,500,000 | 6,000,000 |
Guarantor Subsidiaries | Intersegment elimination | |||
Condensed Financial Statements, Captions [Line Items] | |||
Increase in accumulated deficit | 6,200,000 | ||
Intercompany receivable | $6,200,000 |
Condensed_Consolidating_Statem
Condensed Consolidating Statements of Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | 3-May-14 | Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Net sales: | |||||||||||
Net sales | $375,608 | $316,819 | $264,303 | $272,010 | $351,032 | $309,838 | $290,916 | $292,783 | $1,228,740 | $1,244,569 | $1,275,664 |
Cost of goods sold, including buying and occupancy expenses | -760,192 | -768,555 | -794,272 | ||||||||
Gross profit | 137,905 | 125,921 | 96,364 | 108,358 | 124,487 | 123,468 | 107,086 | 120,973 | 468,548 | 476,014 | 481,392 |
Selling, general and administrative expenses | -448,356 | -443,923 | -411,742 | ||||||||
Goodwill and intangible asset impairment | -591,396 | -157,189 | -591,396 | -157,189 | |||||||
Operating (loss) income | 12,658 | -579,154 | -10,776 | 6,068 | -159,274 | 12,269 | 5,063 | 16,844 | -571,204 | -125,098 | 69,650 |
Interest income | 245 | 186 | 177 | ||||||||
Interest expense | -82,378 | -81,558 | -85,640 | ||||||||
Loss on extinguishment of debt | -834 | -214 | |||||||||
Other (expense) income, net | -594 | -503 | -12 | ||||||||
(Loss) income before income taxes | -653,931 | -207,807 | -16,039 | ||||||||
Income tax benefit (expense) | 73,820 | 1,456 | 5,636 | ||||||||
Net (loss) income | -9,861 | -522,394 | -32,853 | -15,003 | -169,780 | -24,398 | -9,325 | -2,848 | -580,111 | -206,351 | -10,403 |
Net loss attributable to noncontrolling interest | 6,006 | 3,324 | 2,561 | ||||||||
Net (loss) income attributable to The Gymboree Corporation | -7,446 | -522,075 | -31,153 | -13,431 | -167,156 | -23,985 | -9,350 | -2,536 | -574,105 | -203,027 | -7,842 |
Retail Stores | |||||||||||
Net sales: | |||||||||||
Net sales | 361,711 | 304,265 | 253,376 | 259,124 | 340,003 | 297,352 | 278,944 | 280,877 | 1,178,476 | 1,197,176 | 1,234,993 |
Gymboree Play & Music | |||||||||||
Net sales: | |||||||||||
Net sales | 9,013 | 7,744 | 7,319 | 6,832 | 6,276 | 6,821 | 6,260 | 6,328 | 30,908 | 25,685 | 23,941 |
International Retail Franchise | |||||||||||
Net sales: | |||||||||||
Net sales | 4,884 | 4,810 | 3,608 | 6,054 | 4,753 | 5,665 | 5,712 | 5,578 | 19,356 | 21,708 | 16,730 |
The Gymboree Corporation | |||||||||||
Net sales: | |||||||||||
Net sales | 26,473 | 32,400 | 38,518 | ||||||||
Cost of goods sold, including buying and occupancy expenses | -6,330 | -5,824 | -5,561 | ||||||||
Gross profit | 20,143 | 26,576 | 32,957 | ||||||||
Selling, general and administrative expenses | -66,773 | -66,445 | -58,547 | ||||||||
Operating (loss) income | -46,630 | -39,869 | -25,590 | ||||||||
Interest income | 63 | 71 | |||||||||
Interest expense | -81,886 | -81,405 | -85,640 | ||||||||
Loss on extinguishment of debt | -834 | -214 | |||||||||
Other (expense) income, net | -739 | -105 | -77 | ||||||||
(Loss) income before income taxes | -129,255 | -122,150 | -111,450 | ||||||||
Income tax benefit (expense) | 20,202 | 18,346 | 45,627 | ||||||||
Equity in earnings of affiliates, net of tax | -465,052 | -99,223 | 57,981 | ||||||||
Net (loss) income | -574,105 | -203,027 | -7,842 | ||||||||
Net (loss) income attributable to The Gymboree Corporation | -574,105 | -203,027 | -7,842 | ||||||||
The Gymboree Corporation | Retail Stores | |||||||||||
Net sales: | |||||||||||
Net sales | 1,882 | 1,885 | 1,910 | ||||||||
The Gymboree Corporation | Intercompany revenue | |||||||||||
Net sales: | |||||||||||
Net sales | 24,591 | 30,515 | 36,608 | ||||||||
Guarantor Subsidiaries | |||||||||||
Net sales: | |||||||||||
Net sales | 1,219,427 | 1,230,159 | 1,258,586 | ||||||||
Cost of goods sold, including buying and occupancy expenses | -737,274 | -745,339 | -773,469 | ||||||||
Gross profit | 482,153 | 484,820 | 485,117 | ||||||||
Selling, general and administrative expenses | -412,459 | -411,476 | -393,471 | ||||||||
Goodwill and intangible asset impairment | -572,422 | -154,322 | |||||||||
Operating (loss) income | -502,728 | -80,978 | 91,646 | ||||||||
Interest income | 60 | 35 | 11 | ||||||||
Interest expense | -492 | -153 | |||||||||
Other (expense) income, net | 245 | -4 | |||||||||
(Loss) income before income taxes | -502,915 | -81,100 | 91,657 | ||||||||
Income tax benefit (expense) | 56,650 | -19,898 | -37,896 | ||||||||
Net (loss) income | -446,265 | -100,998 | 53,761 | ||||||||
Net (loss) income attributable to The Gymboree Corporation | -446,265 | -100,998 | 53,761 | ||||||||
Guarantor Subsidiaries | Retail Stores | |||||||||||
Net sales: | |||||||||||
Net sales | 1,146,744 | 1,162,412 | 1,202,552 | ||||||||
Guarantor Subsidiaries | Gymboree Play & Music | |||||||||||
Net sales: | |||||||||||
Net sales | 10,402 | 10,677 | 18,661 | ||||||||
Guarantor Subsidiaries | International Retail Franchise | |||||||||||
Net sales: | |||||||||||
Net sales | 19,356 | 21,708 | 16,730 | ||||||||
Guarantor Subsidiaries | Intercompany revenue | |||||||||||
Net sales: | |||||||||||
Net sales | 42,925 | 35,362 | 20,643 | ||||||||
Non-Guarantor Subsidiaries | |||||||||||
Net sales: | |||||||||||
Net sales | 81,685 | 80,986 | 75,386 | ||||||||
Cost of goods sold, including buying and occupancy expenses | -44,838 | -45,558 | -43,707 | ||||||||
Gross profit | 36,847 | 35,428 | 31,679 | ||||||||
Selling, general and administrative expenses | -39,732 | -36,808 | -27,929 | ||||||||
Goodwill and intangible asset impairment | -18,974 | -2,867 | |||||||||
Operating (loss) income | -21,859 | -4,247 | 3,750 | ||||||||
Interest income | 230 | 89 | 95 | ||||||||
Interest expense | -45 | -1 | |||||||||
Other (expense) income, net | -100 | -396 | 65 | ||||||||
(Loss) income before income taxes | -21,774 | -4,555 | 3,910 | ||||||||
Income tax benefit (expense) | -3,032 | 3,008 | -2,095 | ||||||||
Net (loss) income | -24,806 | -1,547 | 1,815 | ||||||||
Net loss attributable to noncontrolling interest | 6,006 | 3,324 | 2,561 | ||||||||
Net (loss) income attributable to The Gymboree Corporation | -18,800 | 1,777 | 4,376 | ||||||||
Non-Guarantor Subsidiaries | Retail Stores | |||||||||||
Net sales: | |||||||||||
Net sales | 56,926 | 62,893 | 60,727 | ||||||||
Non-Guarantor Subsidiaries | Gymboree Play & Music | |||||||||||
Net sales: | |||||||||||
Net sales | 20,506 | 15,008 | 5,280 | ||||||||
Non-Guarantor Subsidiaries | Intercompany revenue | |||||||||||
Net sales: | |||||||||||
Net sales | 4,253 | 3,085 | 9,379 | ||||||||
Eliminations | |||||||||||
Net sales: | |||||||||||
Net sales | -98,845 | -98,976 | -96,826 | ||||||||
Cost of goods sold, including buying and occupancy expenses | 28,250 | 28,166 | 28,465 | ||||||||
Gross profit | -70,595 | -70,810 | -68,361 | ||||||||
Selling, general and administrative expenses | 70,608 | 70,806 | 68,205 | ||||||||
Operating (loss) income | 13 | -4 | -156 | ||||||||
Interest income | -45 | -1 | |||||||||
Interest expense | 45 | 1 | |||||||||
Other (expense) income, net | 2 | ||||||||||
(Loss) income before income taxes | 13 | -2 | -156 | ||||||||
Equity in earnings of affiliates, net of tax | 465,052 | 99,223 | -57,981 | ||||||||
Net (loss) income | 465,065 | 99,221 | -58,137 | ||||||||
Net (loss) income attributable to The Gymboree Corporation | 465,065 | 99,221 | -58,137 | ||||||||
Eliminations | Retail Stores | |||||||||||
Net sales: | |||||||||||
Net sales | -27,076 | -30,014 | -30,196 | ||||||||
Eliminations | Intercompany revenue | |||||||||||
Net sales: | |||||||||||
Net sales | ($71,769) | ($68,962) | ($66,630) |
Condensed_Consolidating_Statem1
Condensed Consolidating Statements of Comprehensive Income or Loss (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | 3-May-14 | Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net (loss) income | ($9,861) | ($522,394) | ($32,853) | ($15,003) | ($169,780) | ($24,398) | ($9,325) | ($2,848) | ($580,111) | ($206,351) | ($10,403) |
Other comprehensive (loss) income , net of tax: | |||||||||||
Foreign currency translation adjustments | -8,108 | 26 | 112 | ||||||||
Unrealized net gain (loss) on cash flow hedges, net of tax | 1,315 | 1,219 | -143 | ||||||||
Total other comprehensive (loss) income, net of tax | -6,793 | 1,245 | -31 | ||||||||
Comprehensive (loss) income | -586,904 | -205,106 | -10,434 | ||||||||
Comprehensive loss (income) attributable to noncontrolling interest | 6,448 | 3,113 | 2,503 | ||||||||
Comprehensive (loss) income attributable to The Gymboree Corporation | -580,456 | -201,993 | -7,931 | ||||||||
The Gymboree Corporation | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net (loss) income | -574,105 | -203,027 | -7,842 | ||||||||
Other comprehensive (loss) income , net of tax: | |||||||||||
Foreign currency translation adjustments | -7,666 | -185 | 54 | ||||||||
Unrealized net gain (loss) on cash flow hedges, net of tax | 1,315 | 1,219 | -143 | ||||||||
Total other comprehensive (loss) income, net of tax | -6,351 | 1,034 | -89 | ||||||||
Comprehensive (loss) income | -580,456 | -201,993 | -7,931 | ||||||||
Comprehensive (loss) income attributable to The Gymboree Corporation | -580,456 | -201,993 | -7,931 | ||||||||
Guarantor Subsidiaries | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net (loss) income | -446,265 | -100,998 | 53,761 | ||||||||
Other comprehensive (loss) income , net of tax: | |||||||||||
Comprehensive (loss) income | -446,265 | -100,998 | 53,761 | ||||||||
Comprehensive (loss) income attributable to The Gymboree Corporation | -446,265 | -100,998 | 53,761 | ||||||||
Non-Guarantor Subsidiaries | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net (loss) income | -24,806 | -1,547 | 1,815 | ||||||||
Other comprehensive (loss) income , net of tax: | |||||||||||
Foreign currency translation adjustments | -8,033 | 83 | 88 | ||||||||
Unrealized net gain (loss) on cash flow hedges, net of tax | -164 | 449 | -74 | ||||||||
Total other comprehensive (loss) income, net of tax | -8,197 | 532 | 14 | ||||||||
Comprehensive (loss) income | -33,003 | -1,015 | 1,829 | ||||||||
Comprehensive loss (income) attributable to noncontrolling interest | 6,448 | 3,113 | 2,503 | ||||||||
Comprehensive (loss) income attributable to The Gymboree Corporation | -26,555 | 2,098 | 4,332 | ||||||||
Eliminations | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net (loss) income | 465,065 | 99,221 | -58,137 | ||||||||
Other comprehensive (loss) income , net of tax: | |||||||||||
Foreign currency translation adjustments | 7,591 | 128 | -30 | ||||||||
Unrealized net gain (loss) on cash flow hedges, net of tax | 164 | -449 | 74 | ||||||||
Total other comprehensive (loss) income, net of tax | 7,755 | -321 | 44 | ||||||||
Comprehensive (loss) income | 472,820 | 98,900 | -58,093 | ||||||||
Comprehensive (loss) income attributable to The Gymboree Corporation | $472,820 | $98,900 | ($58,093) |
Condensed_Consolidating_Statem2
Condensed Consolidating Statements of Comprehensive Income or Loss (Parenthetical) (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Feb. 02, 2013 |
Condensed Financial Statements, Captions [Line Items] | |
Unrealized net gain (loss) on cash flow hedges, tax benefit | $67 |
Condensed_Consolidating_Balanc
Condensed Consolidating Balance Sheets (Detail) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
In Thousands, unless otherwise specified | ||||
Current assets: | ||||
Cash and cash equivalents | $18,520 | $39,429 | $33,328 | $77,910 |
Accounts receivable, net of allowance | 25,248 | 21,882 | ||
Merchandise inventories | 198,337 | 175,495 | ||
Prepaid income taxes | 2,599 | 1,979 | ||
Prepaid expenses | 6,821 | 18,801 | ||
Deferred income taxes | 6,824 | 13,454 | ||
Total current assets | 258,349 | 271,040 | ||
Property and equipment, net | 182,431 | 206,308 | ||
Goodwill | 373,834 | 758,777 | 898,966 | |
Other intangible assets, net | 343,552 | 559,824 | ||
Deferred financing costs | 25,622 | 32,455 | ||
Other assets | 4,155 | 11,700 | ||
Total assets | 1,187,943 | 1,840,104 | ||
Current liabilities: | ||||
Accounts payable | 87,032 | 101,959 | ||
Accrued liabilities | 94,805 | 100,303 | ||
Line of credit borrowings | 33,000 | |||
Current obligation under capital lease | 552 | 503 | ||
Total current liabilities | 215,389 | 202,765 | ||
Long-term liabilities: | ||||
Long-term debt | 1,114,048 | 1,113,742 | ||
Long-term obligation under capital lease | 2,850 | 3,402 | ||
Lease incentives and other liabilities | 58,725 | 56,589 | ||
Deferred income taxes | 129,196 | 214,464 | ||
Total liabilities | 1,520,208 | 1,590,962 | ||
Total stockholders' (deficit) equity | -342,191 | 233,794 | ||
Noncontrolling interest | 9,926 | 15,348 | ||
Total liabilities and stockholders' (deficit) equity | 1,187,943 | 1,840,104 | ||
The Gymboree Corporation | ||||
Current assets: | ||||
Cash and cash equivalents | 1,689 | 15,479 | 18,431 | 58,910 |
Accounts receivable, net of allowance | 938 | 1,237 | ||
Prepaid income taxes | 1,860 | 1,659 | ||
Prepaid expenses | 3,388 | 3,538 | ||
Intercompany receivable | 3,470 | |||
Total current assets | 11,345 | 21,913 | ||
Property and equipment, net | 12,306 | 14,288 | ||
Deferred financing costs | 25,622 | 32,455 | ||
Other assets | 7,798 | 15,139 | ||
Investment in subsidiaries | 1,408,447 | 1,870,800 | ||
Total assets | 1,465,518 | 1,954,595 | ||
Current liabilities: | ||||
Accounts payable | 9,798 | 27,184 | ||
Accrued liabilities | 26,943 | 34,328 | ||
Deferred income taxes | 9,504 | 654 | ||
Line of credit borrowings | 33,000 | |||
Intercompany payable | 609,510 | 541,397 | ||
Total current liabilities | 688,755 | 603,563 | ||
Long-term liabilities: | ||||
Long-term debt | 1,114,048 | 1,113,742 | ||
Lease incentives and other liabilities | 4,906 | 3,496 | ||
Total liabilities | 1,807,709 | 1,720,801 | ||
Total stockholders' (deficit) equity | -342,191 | 233,794 | ||
Total liabilities and stockholders' (deficit) equity | 1,465,518 | 1,954,595 | ||
Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 3,202 | 4,659 | 3,128 | 6,387 |
Accounts receivable, net of allowance | 18,339 | 18,634 | ||
Merchandise inventories | 192,142 | 170,126 | ||
Prepaid income taxes | 306 | 284 | ||
Prepaid expenses | 2,833 | 14,095 | ||
Deferred income taxes | 15,586 | 13,303 | ||
Intercompany receivable | 608,994 | 559,280 | ||
Total current assets | 841,402 | 780,381 | ||
Property and equipment, net | 159,699 | 182,421 | ||
Goodwill | 362,021 | 721,844 | ||
Other intangible assets, net | 343,312 | 558,962 | ||
Other assets | 1,669 | 2,340 | ||
Total assets | 1,708,103 | 2,245,948 | ||
Current liabilities: | ||||
Accounts payable | 76,557 | 73,218 | ||
Accrued liabilities | 57,757 | 58,430 | ||
Current obligation under capital lease | 552 | 503 | ||
Intercompany payable | 720 | |||
Total current liabilities | 135,586 | 132,151 | ||
Long-term liabilities: | ||||
Long-term obligation under capital lease | 2,850 | 3,402 | ||
Lease incentives and other liabilities | 49,306 | 48,117 | ||
Deferred income taxes | 138,511 | 231,163 | ||
Total liabilities | 326,253 | 414,833 | ||
Total stockholders' (deficit) equity | 1,381,850 | 1,831,115 | ||
Total liabilities and stockholders' (deficit) equity | 1,708,103 | 2,245,948 | ||
Non-Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 13,629 | 19,291 | 11,769 | 12,613 |
Accounts receivable, net of allowance | 5,971 | 2,011 | ||
Merchandise inventories | 6,711 | 5,823 | ||
Prepaid income taxes | 433 | 36 | ||
Prepaid expenses | 600 | 1,168 | ||
Deferred income taxes | 793 | 918 | ||
Intercompany receivable | 720 | |||
Total current assets | 28,857 | 29,247 | ||
Property and equipment, net | 10,426 | 9,599 | ||
Goodwill | 11,813 | 36,933 | ||
Other intangible assets, net | 240 | 862 | ||
Other assets | 4,020 | 10,920 | ||
Total assets | 55,356 | 87,561 | ||
Current liabilities: | ||||
Accounts payable | 677 | 1,557 | ||
Accrued liabilities | 10,031 | 7,545 | ||
Deferred income taxes | 125 | 113 | ||
Intercompany payable | 3,470 | 18,337 | ||
Total current liabilities | 14,303 | 27,552 | ||
Long-term liabilities: | ||||
Lease incentives and other liabilities | 4,513 | 4,976 | ||
Deferred income taxes | 17 | |||
Total liabilities | 18,833 | 32,528 | ||
Total stockholders' (deficit) equity | 26,597 | 39,685 | ||
Noncontrolling interest | 9,926 | 15,348 | ||
Total liabilities and stockholders' (deficit) equity | 55,356 | 87,561 | ||
Eliminations | ||||
Current assets: | ||||
Merchandise inventories | -516 | -454 | ||
Deferred income taxes | -9,555 | -767 | ||
Intercompany receivable | -613,184 | -559,280 | ||
Total current assets | -623,255 | -560,501 | ||
Other assets | -9,332 | -16,699 | ||
Investment in subsidiaries | -1,408,447 | -1,870,800 | ||
Total assets | -2,041,034 | -2,448,000 | ||
Current liabilities: | ||||
Accrued liabilities | 74 | |||
Deferred income taxes | -9,629 | -767 | ||
Intercompany payable | -613,700 | -559,734 | ||
Total current liabilities | -623,255 | -560,501 | ||
Long-term liabilities: | ||||
Deferred income taxes | -9,332 | -16,699 | ||
Total liabilities | -632,587 | -577,200 | ||
Total stockholders' (deficit) equity | -1,408,447 | -1,870,800 | ||
Total liabilities and stockholders' (deficit) equity | ($2,041,034) | ($2,448,000) |
Condensed_Consolidating_Statem3
Condensed Consolidating Statements of Cash Flows (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash (used in) provided by operating activities | ($21,758) | $74,871 | $73,794 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | -31,992 | -52,632 | -47,851 |
Other | 50 | -494 | -842 |
Net cash provided by (used in) investing activities | -31,942 | -53,126 | -48,693 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Payments on Term Loan | -42,698 | ||
Repurchase of notes | -24,760 | -26,613 | |
Proceeds from ABL facility | 447,000 | 123,000 | 14,000 |
Payments on ABL facility | -414,000 | -123,000 | -14,000 |
Payments of deferred financing costs | -1,344 | ||
Payments on capital lease | -503 | -196 | |
Dividend payment to Parent | -153 | -7,564 | -3,273 |
Capital contribution received by noncontrolling interest | 992 | 15,886 | 1,602 |
Investment by affiliate of Parent | 2,400 | ||
Net cash provided by (used in) financing activities | 33,336 | -16,634 | -69,926 |
Effect of exchange rate fluctuations on cash and cash equivalents | -545 | 990 | 243 |
Net (decrease) increase in cash and cash equivalents | -20,909 | 6,101 | -44,582 |
CASH AND CASH EQUIVALENTS: | |||
Beginning of period | 39,429 | 33,328 | 77,910 |
End of period | 18,520 | 39,429 | 33,328 |
The Gymboree Corporation | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash (used in) provided by operating activities | -128,004 | -59,970 | -31,000 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | -4,153 | -3,187 | -2,723 |
Dividend from subsidiary | 2,500 | 10,042 | |
Proceeds from sale of shares | 3,207 | ||
Investment in subsidiaries | -180 | ||
Capital distribution from subsidiary | 1,821 | ||
Intercompany transfers | -3,470 | ||
Net cash provided by (used in) investing activities | -2,595 | -687 | 7,139 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Intercompany transfers | 83,962 | 90,029 | 54,910 |
Payments on Term Loan | -42,698 | ||
Repurchase of notes | -24,760 | -26,613 | |
Proceeds from ABL facility | 447,000 | 123,000 | 14,000 |
Payments on ABL facility | -414,000 | -123,000 | -14,000 |
Payments of deferred financing costs | -1,344 | ||
Dividend payment to Parent | -153 | -7,564 | -3,273 |
Investment by affiliate of Parent | 2,400 | ||
Net cash provided by (used in) financing activities | 116,809 | 57,705 | -16,618 |
Net (decrease) increase in cash and cash equivalents | -13,790 | -2,952 | -40,479 |
CASH AND CASH EQUIVALENTS: | |||
Beginning of period | 15,479 | 18,431 | 58,910 |
End of period | 1,689 | 15,479 | 18,431 |
Guarantor Subsidiaries | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash (used in) provided by operating activities | 108,700 | 134,236 | 100,856 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | -22,682 | -45,263 | -41,154 |
Intercompany transfers | -84,712 | -84,681 | -56,754 |
Other | 20 | -65 | -207 |
Net cash provided by (used in) investing activities | -107,374 | -130,009 | -98,115 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Intercompany transfers | 720 | ||
Dividend to The Gymboree Corporation | -3,000 | -2,500 | -6,000 |
Payments on capital lease | -503 | -196 | |
Net cash provided by (used in) financing activities | -2,783 | -2,696 | -6,000 |
Net (decrease) increase in cash and cash equivalents | -1,457 | 1,531 | -3,259 |
CASH AND CASH EQUIVALENTS: | |||
Beginning of period | 4,659 | 3,128 | 6,387 |
End of period | 3,202 | 4,659 | 3,128 |
Non-Guarantor Subsidiaries | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash (used in) provided by operating activities | 546 | 605 | 3,938 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | -5,157 | -4,182 | -3,974 |
Intercompany transfers | -720 | ||
Other | 30 | -429 | -635 |
Net cash provided by (used in) investing activities | -5,847 | -4,611 | -4,609 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Intercompany transfers | 4,220 | -5,348 | 1,844 |
Dividend to The Gymboree Corporation | -4,042 | ||
Investment by Parent | 180 | ||
Repurchase of shares | -3,207 | ||
Capital distribution to The Gymboree Corporation | -1,821 | ||
Capital contribution received by noncontrolling interest | 992 | 15,886 | 1,602 |
Net cash provided by (used in) financing activities | 184 | 10,538 | -416 |
Effect of exchange rate fluctuations on cash and cash equivalents | -545 | 990 | 243 |
Net (decrease) increase in cash and cash equivalents | -5,662 | 7,522 | -844 |
CASH AND CASH EQUIVALENTS: | |||
Beginning of period | 19,291 | 11,769 | 12,613 |
End of period | 13,629 | 19,291 | 11,769 |
Eliminations | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash (used in) provided by operating activities | -3,000 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Dividend from subsidiary | -2,500 | -10,042 | |
Proceeds from sale of shares | -3,207 | ||
Investment in subsidiaries | 180 | ||
Capital distribution from subsidiary | -1,821 | ||
Intercompany transfers | 88,902 | 84,681 | 56,754 |
Net cash provided by (used in) investing activities | 83,874 | 82,181 | 46,892 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Intercompany transfers | -88,902 | -84,681 | -56,754 |
Dividend to The Gymboree Corporation | 3,000 | 2,500 | 10,042 |
Investment by Parent | -180 | ||
Repurchase of shares | 3,207 | ||
Capital distribution to The Gymboree Corporation | 1,821 | ||
Net cash provided by (used in) financing activities | ($80,874) | ($82,181) | ($46,892) |
Quarterly_Financial_Informatio2
Quarterly Financial Information (Unaudited) - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||
Jan. 31, 2015 | Nov. 01, 2014 | Feb. 01, 2014 | Nov. 02, 2013 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | |
Schedule Of Quarterly Financial Information [Line Items] | |||||||
Impairment for goodwill | $0 | $378,800,000 | $140,200,000 | $378,796,000 | $140,189,000 | ||
Change in valuation allowance against deferred tax assets | -78,200,000 | 6,900,000 | 18,400,000 | ||||
Trade names | |||||||
Schedule Of Quarterly Financial Information [Line Items] | |||||||
Trade names impairment | $212,600,000 | $17,000,000 | $212,600,000 | $17,000,000 | $0 |
Quarterly_Financial_Informatio3
Quarterly Financial Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | 3-May-14 | Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Net sales | |||||||||||
Net sales | $375,608 | $316,819 | $264,303 | $272,010 | $351,032 | $309,838 | $290,916 | $292,783 | $1,228,740 | $1,244,569 | $1,275,664 |
Gross profit | 137,905 | 125,921 | 96,364 | 108,358 | 124,487 | 123,468 | 107,086 | 120,973 | 468,548 | 476,014 | 481,392 |
Goodwill and intangible asset impairment | -591,396 | -157,189 | -591,396 | -157,189 | |||||||
Operating income (loss) | 12,658 | -579,154 | -10,776 | 6,068 | -159,274 | 12,269 | 5,063 | 16,844 | -571,204 | -125,098 | 69,650 |
Net loss | -9,861 | -522,394 | -32,853 | -15,003 | -169,780 | -24,398 | -9,325 | -2,848 | -580,111 | -206,351 | -10,403 |
Net loss attributable to The Gymboree Corporation | -7,446 | -522,075 | -31,153 | -13,431 | -167,156 | -23,985 | -9,350 | -2,536 | -574,105 | -203,027 | -7,842 |
Retail Stores | |||||||||||
Net sales | |||||||||||
Net sales | 361,711 | 304,265 | 253,376 | 259,124 | 340,003 | 297,352 | 278,944 | 280,877 | 1,178,476 | 1,197,176 | 1,234,993 |
Gymboree Play & Music | |||||||||||
Net sales | |||||||||||
Net sales | 9,013 | 7,744 | 7,319 | 6,832 | 6,276 | 6,821 | 6,260 | 6,328 | 30,908 | 25,685 | 23,941 |
International Retail Franchise | |||||||||||
Net sales | |||||||||||
Net sales | $4,884 | $4,810 | $3,608 | $6,054 | $4,753 | $5,665 | $5,712 | $5,578 | $19,356 | $21,708 | $16,730 |