Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 31, 2015 | Dec. 11, 2015 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Oct. 31, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ck0000786110 | |
Entity Registrant Name | GYMBOREE CORP | |
Entity Central Index Key | 786,110 | |
Current Fiscal Year End Date | --01-30 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 1,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Net sales: | ||||
Net sales | $ 305,441 | $ 316,819 | $ 854,975 | $ 853,132 |
Cost of goods sold, including buying and occupancy expenses | (182,660) | (190,898) | (526,177) | (522,489) |
Gross profit | 122,781 | 125,921 | 328,798 | 330,643 |
Selling, general and administrative expenses | (108,566) | (113,679) | (316,642) | (323,109) |
Goodwill and intangible asset impairment | (591,396) | (591,396) | ||
Operating (loss) income | 14,215 | (579,154) | 12,156 | (583,862) |
Interest income | 38 | 42 | 80 | 157 |
Interest expense | (21,906) | (20,768) | (64,613) | (61,597) |
Other expense, net | (170) | (19) | (138) | (521) |
(Loss) income before income taxes | (7,823) | (599,899) | (52,515) | (645,823) |
Income tax (expense) benefit | (1,829) | 77,505 | (5,011) | 75,573 |
Net (loss) income | (9,652) | (522,394) | (57,526) | (570,250) |
Net (income) loss attributable to noncontrolling interest | (376) | 319 | (2,089) | 3,591 |
Net loss attributable to The Gymboree Corporation | (10,028) | (522,075) | (59,615) | (566,659) |
Retail Stores | ||||
Net sales: | ||||
Net sales | 289,653 | 304,265 | 808,376 | 816,765 |
Gymboree Play & Music | ||||
Net sales: | ||||
Net sales | 9,921 | 7,744 | 30,236 | 21,895 |
International Retail Franchise | ||||
Net sales: | ||||
Net sales | $ 5,867 | $ 4,810 | $ 16,363 | $ 14,472 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Net loss | $ (9,652) | $ (522,394) | $ (57,526) | $ (570,250) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments, net of tax | (242) | (4,940) | (903) | (5,090) |
Unrealized net gain on cash flow hedges, net of tax expense of $359, $127, $908, and $127 | 610 | 522 | 1,573 | 536 |
Total other comprehensive income (loss) | 368 | (4,418) | 670 | (4,554) |
Comprehensive loss | (9,284) | (526,812) | (56,856) | (574,804) |
Comprehensive (income) loss attributable to noncontrolling interest | (179) | 193 | (1,946) | 3,770 |
Comprehensive loss attributable to The Gymboree Corporation | $ (9,463) | $ (526,619) | $ (58,802) | $ (571,034) |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Unrealized net gain on cash flow hedges, tax expense | $ 359 | $ 127 | $ 908 | $ 127 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 | Nov. 01, 2014 |
Current assets: | |||
Cash and cash equivalents | $ 24,277 | $ 18,520 | $ 20,828 |
Accounts receivable, net of allowance of $2,199, $1,939 and $2,174 | 22,487 | 25,248 | 23,377 |
Merchandise inventories | 265,409 | 198,337 | 259,266 |
Prepaid income taxes | 2,577 | 2,599 | 2,715 |
Prepaid expenses | 7,402 | 6,821 | 21,090 |
Deferred income taxes | 7,053 | 6,824 | 9,182 |
Total current assets | 329,205 | 258,349 | 336,458 |
Property and equipment: | |||
Land and buildings | 22,428 | 22,428 | 22,428 |
Leasehold improvements | 201,478 | 198,098 | 200,948 |
Furniture, fixtures and equipment | 129,994 | 123,943 | 122,427 |
Total property and equipment | 353,900 | 344,469 | 345,803 |
Less accumulated depreciation and amortization | (187,240) | (162,038) | (154,628) |
Net property and equipment | 166,660 | 182,431 | 191,175 |
Goodwill | 373,408 | 373,834 | 375,345 |
Other intangible assets, net | 341,585 | 343,552 | 344,829 |
Deferred financing costs | 22,489 | 25,622 | 27,338 |
Restricted cash | 4,535 | ||
Other assets | 4,117 | 4,155 | 8,866 |
Total assets | 1,241,999 | 1,187,943 | 1,284,011 |
Current liabilities: | |||
Accounts payable | 132,523 | 87,032 | 146,066 |
Accrued liabilities | 115,286 | 94,805 | 108,334 |
Line of credit borrowings | 50,000 | 33,000 | 42,000 |
Current obligation under capital lease | 591 | 552 | 539 |
Total current liabilities | 298,400 | 215,389 | 296,939 |
Long-term liabilities: | |||
Long-term debt | 1,114,288 | 1,114,048 | 1,113,970 |
Long-term sale-leaseback financing liability | 26,462 | ||
Long-term obligation under capital lease | 2,402 | 2,850 | 2,993 |
Lease incentives and other liabilities | 50,992 | 53,677 | 54,129 |
Unrecognized tax benefits | 6,114 | 5,048 | 6,186 |
Deferred income taxes | 129,808 | 129,196 | 131,137 |
Total liabilities | $ 1,628,466 | $ 1,520,208 | $ 1,605,354 |
Commitments and contingencies | |||
Stockholders' deficit: | |||
Common stock, including additional paid-in capital ($0.001 par value: 1,000 shares authorized, issued and outstanding) | $ 525,057 | $ 522,403 | $ 521,237 |
Accumulated deficit | (912,978) | (853,363) | (845,917) |
Accumulated other comprehensive loss | (10,418) | (11,231) | (9,255) |
Total stockholders' deficit | (398,339) | (342,191) | (333,935) |
Noncontrolling interest | 11,872 | 9,926 | 12,592 |
Total deficit | (386,467) | (332,265) | (321,343) |
Total liabilities and stockholders' (deficit) equity | $ 1,241,999 | $ 1,187,943 | $ 1,284,011 |
CONDENSED CONSOLIDATED BALANCE6
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 | Nov. 01, 2014 |
Accounts receivable, allowance | $ 2,199 | $ 1,939 | $ 2,174 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000 | 1,000 | 1,000 |
Common stock, shares issued | 1,000 | 1,000 | 1,000 |
Common stock, shares outstanding | 1,000 | 1,000 | 1,000 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2015 | Nov. 01, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (57,526) | $ (570,250) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Goodwill and intangible asset impairment | 591,396 | |
Depreciation and amortization | 30,868 | 33,469 |
Amortization of deferred financing costs and accretion of original issue discount | 5,948 | 5,345 |
Interest rate cap contracts - adjustment to market | 2,737 | 1,441 |
Loss on disposal/impairment of assets | 438 | 6,089 |
Deferred income taxes | 260 | (79,214) |
Share-based compensation expense | 2,665 | 3,389 |
Other | (907) | (106) |
Change in assets and liabilities: | ||
Accounts receivable | 4,476 | (1,507) |
Merchandise inventories | (67,669) | (84,093) |
Prepaid income taxes | 8 | (744) |
Prepaid expenses and other assets | (377) | 630 |
Accounts payable | 45,516 | 44,115 |
Accrued liabilities | 17,529 | 8,237 |
Lease incentives and other liabilities | (304) | 5,304 |
Net cash used in operating activities | (16,338) | (36,499) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (12,576) | (24,372) |
Increase in restricted cash | (10,863) | |
Decrease in restricted cash | 6,328 | |
Increase in related party loan receivable | (1,741) | |
Proceeds from sale of assets | 353 | |
Other | 33 | (45) |
Net cash provided by (used in) investing activities | (18,466) | (24,417) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from ABL facility | 390,000 | 300,000 |
Payments on ABL facility | (373,000) | (258,000) |
Proceeds from sale-leaseback financing liability | 26,750 | |
Payments on capital lease and sale-leaseback financing liability | (497) | (373) |
Payments for deferred financing costs | (2,574) | |
Dividend payment to parent | (11) | (84) |
Capital contribution received by noncontrolling interest | 992 | |
Net cash provided by (used in) financing activities | 40,668 | 42,535 |
Effect of exchange rate fluctuations on cash and cash equivalents | (107) | (220) |
Net increase (decrease) in cash and cash equivalents | 5,757 | (18,601) |
CASH AND CASH EQUIVALENTS: | ||
Beginning of period | 18,520 | 39,429 |
End of period | 24,277 | 20,828 |
OTHER CASH FLOW INFORMATION: | ||
Cash (received) paid for income taxes, net | (1,031) | 3,677 |
Cash paid for interest | $ 48,371 | $ 46,862 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Oct. 31, 2015 | |
Basis of Presentation | 1. Basis of Presentation The unaudited interim condensed consolidated financial statements, which include The Gymboree Corporation (the “Company,” “we” or “us”) and our 100%-owned subsidiaries, as well as Gymboree (China) Commercial and Trading Co. Ltd. (“Gymboree China”) and Gymboree (Tianjin) Educational Information Consultation Co. Ltd. (“Gymboree Tianjin”) (collectively, the “VIEs”), have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with generally accepted accounting principles have been omitted. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our annual report on Form 10-K for the fiscal year ended January 31, 2015 filed with the Securities and Exchange Commission on May 1, 2015. The accompanying condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present fairly our financial position, results of operations, comprehensive income (loss) and cash flows for the periods presented. The results of operations for the 13 weeks (“third quarter of fiscal 2015”) and 39 weeks ended October 31, 2015 are not necessarily indicative of the operating results that may be expected for the 52-week period ending January 30, 2016 (“fiscal 2015”) or any future period. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 9 Months Ended |
Oct. 31, 2015 | |
Recently Issued Accounting Standards | 2. Recently Issued Accounting Standards In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires deferred tax assets and liabilities, as well as any related valuation allowance, be classified as non-current on the balance sheet. As a result, each jurisdiction will only have one net non-current deferred tax asset or liability. This ASU does not change the existing requirement that only permits offsetting within a jurisdiction. This ASU may be applied on either a prospective or retrospective basis and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which requires all inventory to be measured at the lower of cost and net realizable value, except for inventory that is accounted for using the last-in, first-out (LIFO) or the retail inventory method which will be measured under existing accounting standards. This ASU would be applied prospectively and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. We have not yet determined the impact of the new standard on our condensed 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 condensed 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 do not believe that this ASU will have a material impact on our condensed 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. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers-Deferral of Effective Date, which defers the effective date of ASU 2014-09 by one year, for fiscal years and interim periods within those years, beginning after December 15, 2017. The deferral allows early adoption at the original effective date. We have not yet determined the impact of the new standard on our condensed consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 31, 2015 | |
Fair Value Measurements | 3. 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 October 31, 2015, January 31, 2015 and November 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 the 39 weeks ended October 31, 2015 and November 1, 2014, or during the year ended January 31, 2015. October 31, 2015 Quoted Prices in Significant Other Significant (Level 1) (Level 2) (Level 3) Total Fair Value Liabilities Forward foreign exchange contracts $ - $ 27 $ - $ 27 Total $ - $ 27 $ - $ 27 January 31, 2015 Quoted Prices in Significant Other Significant (Level 1) (Level 2) (Level 3) Total Fair Value Assets Interest rate caps $ - $ 17 $ - $ 17 Forward foreign exchange contracts - 96 - 96 Total $ - $ 113 $ - $ 113 November 1, 2014 Quoted Prices in Significant Other Significant (Level 1) (Level 2) (Level 3) Total Fair Value Assets Interest rate caps $ - $ 41 $ - $ 41 Forward foreign exchange contracts - 134 - 134 Total $ - $ 175 $ - $ 175 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 October 31, 2015, January 31, 2015 and November 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, restricted cash, receivables, line of credit borrowings 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): October 31, 2015 January 31, 2015 November 1, 2014 Carrying Amount Fair Value Carrying Amount Fair Value Carrying Amount Fair Value Term loan $ 768,288 $ 503,762 $ 768,048 $ 530,680 $ 767,970 $ 488,380 Notes 346,000 114,180 346,000 128,020 346,000 110,720 Total $ 1,114,288 $ 617,942 $ 1,114,048 $ 658,700 $ 1,113,970 $ 599,100 We had no other financial assets or liabilities measured at fair value as of October 31, 2015, January 31, 2015 and November 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 the 13 weeks and 39 weeks ended October 31, 2015, we did not identify impairment indicators for goodwill or for our indefinite-lived intangible assets. During the 13 weeks and 39 weeks ended November 1, 2014, we recognized impairment in the Gymboree Retail, Gymboree Outlet, and Crazy 8 reporting units, components of our retail stores reporting segment, of approximately $252.3 million, $67.2 million and $59.3 million, respectively, and $212.6 million of impairment related to our indefinite-lived intangible assets (see Note 4). During the 13 weeks and 39 weeks ended October 31, 2015, we recorded impairment charges of $0.2 million related to assets for under-performing stores. During the 13 weeks and 39 weeks ended November 1, 2014, we recorded impairment charges of $2.0 million and $5.2 million related to assets for under-performing stores, respectively. 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. These impairment charges are included in SG&A expenses in the accompanying condensed consolidated statements of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets and Liabilities | 9 Months Ended |
Oct. 31, 2015 | |
Goodwill and Intangible Assets and Liabilities | 4. Goodwill and Intangible Assets and Liabilities Goodwill Goodwill allocated to our reportable segments as of October 31, 2015, January 31, 2015 and November 1, 2014 is as follows (in thousands): Retail Stores Gymboree Play International Retail Segment & Music Segment Franchise Segment Total Balance as of October 31, 2015 Goodwill $ 887,241 $ 16,389 $ 23,636 $ 927,266 Accumulated impairment losses (547,285) - - (547,285) Effect of exchange rate fluctuations (6,573) - - (6,573) $ 333,383 $ 16,389 $ 23,636 $ 373,408 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 November 1, 2014 Goodwill $ 887,241 $ 16,389 $ 23,636 $ 927,266 Accumulated impairment losses (547,285) - - (547,285) Effect of exchange rate fluctuations (4,636) - - (4,636) $ 335,320 $ 16,389 $ 23,636 $ 375,345 Goodwill Impairment During the 13 weeks and 39 weeks ended October 31, 2015, we did not identify impairment indicators for goodwill. Operating income increased to $12.2 million during the 39 weeks ended October 31, 2015 compared to operating loss of $583.9 million during the same period last year or compared to operating income of $7.5 million excluding the goodwill and intangible assets impairment charges of $591.4 million during the same period last year. In determining whether an indicator of impairment is present, we qualitatively assessed the valuation of our retail segment reporting units. This qualitative assessment resulted in a determination that it was more likely than not the fair value of our retail segment reporting units exceeded their carrying amount at October 31, 2015. If the results of our operations through the remainder of fiscal year 2015 or our forecast of future operating performance declines, there is a potential for goodwill and indefinite-lived intangible asset impairment related to our Gymboree Retail reporting unit. In addition, other significant adverse changes to our business environment or future cash flows could cause us to record additional impairment charges in future periods, which could be material. Our annual goodwill and indefinite-lived intangible asset impairment tests are performed at the end of our tenth fiscal period (fiscal November), and as described above we monitor whether interim goodwill and indefinite-lived intangible asset tests are necessary. During the 13 weeks and 39 weeks ended November 1, 2014, we recognized goodwill impairment in the Gymboree Retail, Gymboree Outlet, and Crazy 8 reporting units, components of our retail stores reporting segment, of approximately $252.3 million, $67.2 million and $59.3 million, respectively (see Note 3). We performed our annual goodwill impairment test during the fourth quarter of fiscal 2014 and determined that the fair value of the Gymboree Retail, Gymboree Outlet, Janie and Jack, Crazy 8, Play & Music, and International Retail Franchise reporting units were $499.0 million, $130.0 million, $225.0 million, $110.0 million, $51.0 million, and $51.0 million, respectively, which exceeded the carrying values of $474.9 million, $113.8 million, $81.5 million, $96.1 million, $40.8 million, and $27.7 million, respectively. Intangible Assets and Liabilities Intangible assets and liabilities consist of the following (in thousands): October 31, 2015 Gross Carrying Accumulated Accumulated Net Amount Intangible Assets Not Subject to Amortization: Trade names $ 567,012 $ - $ (229,600) $ 337,412 Intangible Assets Subject to Amortization: Below market leases 4,828 (3,685) - 1,143 Co-branded credit card agreement 4,000 (3,035) - 965 Franchise agreements and reacquired franchise rights 6,625 (4,560) - 2,065 15,453 (11,280) - 4,173 Total other intangible assets $ 582,465 $ (11,280) $ (229,600) $ 341,585 Intangible Liabilities Subject to Amortization: Above market leases (included in Lease incentives and other liabilities) $ (11,033) $ 7,619 $ - $ (3,414) January 31, 2015 Gross Carrying Accumulated Accumulated Net Amount 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) November 1, 2014 Gross Carrying Accumulated Accumulated Net Amount Intangible Assets Not Subject to Amortization: Trade names $ 567,494 $ - $ (229,600) $ 337,894 Intangible Assets Subject to Amortization: Customer relationships 37,551 (37,248) - 303 Below market leases 7,055 (4,995) - 2,060 Co-branded credit card agreement 4,000 (2,419) - 1,581 Franchise agreements and reacquired franchise rights 6,632 (3,641) - 2,991 55,238 (48,303) - 6,935 Total other intangible assets $ 622,732 $ (48,303) $ (229,600) $ 344,829 Intangible Liabilities Subject to Amortization: Above market leases (included in Lease incentives and other liabilities) $ (16,631) $ 11,517 $ - $ (5,114) The decrease in the gross carrying amount of customer relationships, below market leases, franchise agreements and reacquired franchise rights, and above market leases for the periods January 31, 2015 to October 31, 2015 and November 1, 2014 to January 31, 2015 reflects the write-off of certain fully amortized intangibles. Indefinite-Lived Intangible Assets Impairment During the 13 weeks and 39 weeks ended October 31, 2015, we did not identify impairment indicators for indefinite-lived intangible assets. During the 13 weeks and 39 weeks ended November 1, 2014, we recognized a $212.6 million impairment charge related to trade names of our retail stores segment. We performed our annual impairment test of indefinite-lived intangible assets (trade names) during the fourth quarter of fiscal 2014 and determined that the estimated fair values of Gymboree Retail, Gymboree Outlet, Janie and Jack, Crazy 8 and Play & Music were $231.3 million, $40.0 million, $57.4 million, $18.8 million and $42.3 million, respectively, which exceeded the carrying values of $202.2 million, $38.3 million, $42.2 million, $18.5 million and $36.2 million, respectively Net amortization income (expense) is presented below for the periods ended (in thousands): 13 Weeks Ended 39 Weeks Ended October 31, 2015 November 1, 2014 October 31, 2015 November 1, 2014 Cost of goods sold - Amortization income $ 198 $ 237 $ 546 $ 724 Selling, general and administrative expenses - Amortization expense $ (385) $ (514) $ (1,322) $ (1,595) |
Line of Credit
Line of Credit | 9 Months Ended |
Oct. 31, 2015 | |
Line of Credit | 5. Line of Credit In September 2015, we amended our senior secured asset-based revolving credit facility (“ABL”) to extend the maturity date of the ABL revolving commitments from March 2017 to the earlier of (i) September 24, 2020 and (ii) the date that is 60 days before the scheduled final maturity date of any tranche of the Term Loan (which matures in February 2018) or Notes (which mature in December 2018), unless such tranches are cumulatively equal to or less than $25.0 million in the aggregate and a reserve against the borrowing base is imposed equal to the amount of such tranches. In addition, subject to the terms of the amended ABL, the Company may at a future date incur ABL Term Loans in an amount not to exceed $75 million, subject to a borrowing base. The ABL, as amended, provides financing of up to $225 million in a revolving line of credit and up to $75 million in Term Loans, which are both subject to a borrowing base. Line of credit 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 October 31, 2015, January 31, 2015 and November 1, 2014 were $50.0 million, $33.0 million and $42.0 million, respectively. The line of credit available under the ABL is reduced by letter of credit utilization totaling $32.7 million as of October 31, 2015. Undrawn line of credit availability under the ABL, after being reduced by outstanding borrowings and letter of credit utilization, was $142.3 million as of October 31, 2015. Average line of credit borrowings for the 13 weeks and 39 weeks ended October 31, 2015 under the ABL amounted to $76.0 million and $62.7 million, respectively. Average line of credit borrowings under the ABL for the fiscal year ended January 31, 2015 amounted to $32.0 million. Average line of credit borrowings for the 13 weeks and 39 weeks ended November 1, 2014 under the ABL amounted to $48.5 million and $28.9 million, respectively. Principal amounts outstanding under the line of credit are due and payable in full on the earlier of (i) September 24, 2020 and (ii) the date that is 60 days before the scheduled final maturity date of any tranche of the Term Loan or Notes, unless such tranches are cumulatively equal to or less than $25.0 million in the aggregate and a reserve against the borrowing base is imposed equal to the amount of such tranches. Line of credit 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 October 31, 2015, the interest rate was 3.4% on $6.0 million of line of credit borrowings outstanding, 1.9% on $35.0 million of line of credit borrowings outstanding, and 4.0% on $9.0 million of line of credit borrowings outstanding under the ABL. 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, as amended, provides us the right to request additional commitments for an amount not to exceed $125 million minus the initial aggregate principal amount of the ABL Term Loans, if any, (or, if less, the amount permitted under the Term Loan and the Notes described in Note 6) 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 collateralized letters of credit in an aggregate amount equal to such excess, with no reduction of the commitment amount. The ABL Facility 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 October 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 (see Note 16). |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Oct. 31, 2015 | |
Long-Term Debt | 6. Long-Term Debt Long-term debt consists of (in thousands): October 31, 2015 January 31, 2015 November 1, 2014 Term loan due February 2018, Adjusted LIBOR (with a floor of 1.5%) plus 3.5%, net of discount of $814, $1,054 and $1,133 $ 768,288 $ 768,048 $ 767,970 Senior notes due December 2018, 9.125% 346,000 346,000 346,000 Total $ 1,114,288 $ 1,114,048 $ 1,113,970 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 5. 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 October 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. Excess cash flow payments on the Term Loan for fiscal 2016 will be calculated with our fiscal 2015 annual operating results. 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 (see Note 16). 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 100.000% 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 16). 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. Future minimum principal payments on long-term debt, excluding accretion of original issue discount (“OID”) of $0.8 million as of October 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 on the condensed consolidated statements of operations includes interest expense on long-term debt and borrowings under the ABL of $21.4 million and $20.6 million for the 13 weeks ended October 31, 2015 and November 1, 2014, respectively. Interest expense was $63.5 million and $61.2 million for the 39 weeks ended October 31, 2015 and November 1, 2014, respectively. Amortization of deferred financing costs and accretion of OID are also included in interest expense. Deferred Financing Costs 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, as amended in September 2015, are amortized on a straight-line basis over the expected term of the amended ABL of 2.3 years. Deferred financing costs allocated to the sale-leaseback financing liability are amortized on a straight-line basis over 10 years (see Note 7). The weighted-average remaining amortization period of the Term Loan, Notes, and ABL is approximately 2.5 years as of October 31, 2015. Amortization of deferred financing costs is recorded in interest expense and was $1.9 million and $1.7 million for the 13 weeks ended October 31, 2015 and November 1, 2014, respectively. Amortization of deferred financing costs was $5.5 million and $5.1 million for the 39 weeks ended October 31, 2015 and November 1, 2014, respectively. |
Sale-leaseback of Dixon Distrib
Sale-leaseback of Dixon Distribution Center | 9 Months Ended |
Oct. 31, 2015 | |
Sale-leaseback of Dixon Distribution Center | 7. Sale-leaseback of Dixon Distribution Center On May 5, 2015, the Company entered into an agreement to sell its distribution center in Dixon, California for gross proceeds of $26.8 million, less closing costs of $0.9 million, or net proceeds of $25.9 million, and entered into a leaseback of the property from the purchaser for a period of 15 years. Approximately $10.9 million of the net proceeds were restricted under the Term Loan to fund capital expenditures or reduce the Term Loan. Approximately $6.3 million of these restricted funds were used to fund capital expenditures during the 39 weeks ended October 31, 2015. As of October 31, 2015, the Company had a restricted cash balance remaining of $4.5 million, which is presented as long-term restricted cash on the condensed consolidated balance sheets. Under the terms of the lease agreement, the Company is required to maintain a $3.5 million unconditional irrevocable letter of credit that reduces our line-of-credit borrowing base for a period up to 10 years. Due to the Company’s continuing involvement through the irrevocable letter of credit, the Company has accounted for the sale-leaseback as a financing liability. Payments made by the Company are allocated between interest expense and a reduction to the sale-leaseback financing liability. In the period that there is no longer continuing involvement by the Company, the distribution center and the sale-leaseback financing liability will be removed from our condensed consolidated balance sheets, resulting in a gain on the sale of the distribution center, with a portion of the gain deferred and amortized over the remaining lease term. During the 13 weeks and 39 weeks ended October 31, 2015, payments made by the Company related to the sale-leaseback financing liability totaled $0.5 million and $0.9 million, respectively, out of which, $0.4 million and $0.8 million were allocated to interest expense during the 13 weeks and 39 weeks ended October 31, 2015. As of October 31, 2015, future payments on the sale-leaseback financing liability, excluding renewals, are as follows (in thousands): Fiscal years Payments Remainder of 2015 $ 446 2016 1,800 2017 1,822 2018 1,845 2019 1,868 2020 1,891 Thereafter 31,367 Total payments 41,039 Less amount representing interest (14,377) Total sale-leaseback financing liability 26,662 Less current portion of sale-leaseback financing liability - included in accrued liabilities (200) Long-term portion of sale-leaseback financing liability $ 26,462 |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Oct. 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 6) 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 the 13 weeks ended October 31, 2015 and November 1, 2014, we reclassified approximately $1.0 million and $0.5 million, respectively, from accumulated other comprehensive loss to interest expense. During the 39 weeks ended October 31, 2015 and November 1, 2014, we reclassified approximately $2.7 million and $1.4 million, respectively, from accumulated other comprehensive loss to interest expense. We estimate approximately $5.0 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): October 31, 2015 January 31, 2015 November 1, 2014 Number of Notional Number of Notional Number of Notional Interest rate derivatives Purchased interest rate caps 4 $ 700,000 4 $ 700,000 4 $ 700,000 Foreign exchange derivatives Forward foreign exchange contracts 3 4,468 6 4,633 3 4,682 Total 7 $ 704,468 10 $ 704,633 7 $ 704,682 The table below presents the fair value of all of our derivative financial instruments as well as their classification on the condensed consolidated balance sheets (in thousands) (see Note 3). October 31, 2015 January 31, 2015 November 1, 2014 Derivative Liabilities Derivative Assets Derivative Assets Other Assets Purchased interest rate caps $ - $ 17 $ 41 Forward foreign exchange contracts - 96 134 Total $ - $ 113 $ 175 Accrued Liabilities Forward foreign exchange contracts $ 27 $ - $ - The tables below present the effect of all of our derivative financial instruments on the condensed consolidated statements of operations and comprehensive loss (in thousands). No amounts were reclassified from accumulated other comprehensive loss (OCI) into earnings as a result of forecasted transactions that failed to occur or as a result of hedge ineffectiveness (see Note 12). 13 Weeks Ended October 31, 2015 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (1) Interest expense $ (1,044) Forward foreign exchange contracts (22) Cost of goods sold 52 Total $ (23) $ (992) 13 Weeks Ended November 1, 2014 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (1) Interest expense $ (509) Forward foreign exchange contracts 181 Cost of goods sold 40 Total $ 180 $ (469) 39 Weeks Ended October 31, 2015 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (17) Interest expense $ (2,737) Forward foreign exchange contracts (34) Cost of goods sold 205 Total $ (51) $ (2,532) 39 Weeks Ended November 1, 2014 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (558) Interest expense $ (1,441) Forward foreign exchange contracts 109 Cost of goods sold 329 Total $ (449) $ (1,112) |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Oct. 31, 2015 | |
Share-Based Compensation | 9. Share-Based Compensation Share-based compensation expense included as a component of selling, general and administrative (“SG&A”) expenses was $0.8 million and $1.1 million during the 13 weeks ended October 31, 2015 and November 1, 2014, respectively. Share-based compensation expense was $2.7 million and $3.4 million during the 39 weeks ended October 31, 2015 and November 1, 2014, respectively. We include an estimate of forfeitures in determining share-based compensation expense. The share-based compensation expense during the 39 weeks ended October 31, 2015 includes $0.2 million of incremental share-based compensation expense related to a modification of employee stock options. The terms of the modification include a change in exercise price for certain employees with stock options that were outstanding as of May 27, 2015. As of October 31, 2015, there was approximately $1.0 million of unrecognized incremental compensation expense related to the modification that will be recognized over a period of 4.0 years. |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 31, 2015 | |
Income Taxes | 10. Income Taxes As of October 31, 2015, January 31, 2015 and November 1, 2014, unrecognized tax benefits were $7.4 million, $5.6 million and $6.9 million, respectively. We believe it is reasonably possible that the total amount of unrecognized tax benefits of $7.4 million as of October 31, 2015 will decrease by as much as $0.3 million during the next twelve months due to the resolution of certain tax contingencies and lapses of applicable statutes of limitations. As of October 31, 2015, January 31, 2015 and November 1, 2014, the total valuation allowance against deferred tax assets was $79.3 million, $58.6 million and $52.4 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, unitary U.S. state, Australian, and Korean jurisdictions, excluding indefinite-lived deferred tax assets and liabilities, and against the tax benefit on losses from our VIEs. We intend to maintain a valuation allowance until sufficient positive evidence exists to support its reversal. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 31, 2015 | |
Commitments and Contingencies | 11. Commitments and Contingencies Commitments There have been no significant changes to our contractual obligations and commercial commitments as disclosed in Notes 6, 7, 10 and 13 of our Annual Report on Form 10-K as of January 31, 2015, other than those which occur in the normal course of business (see Note 7). 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 the outcome of any legal actions would have a material effect on our condensed consolidated financial statements taken as a whole. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Oct. 31, 2015 | |
Accumulated Other Comprehensive Loss | 12. Accumulated Other Comprehensive Loss The following table shows the components of accumulated other comprehensive loss (“OCI”), net of tax, as of the periods ended (in thousands): October 31, 2015 January 31, 2015 November 1, 2014 Foreign currency translation $ (7,803) $ (7,043) $ (4,288) Accumulated changes in fair value of derivative financial instruments, net of tax benefit of $3,074, $3,982 and $3,855 (2,615) (4,188) (4,967) Total accumulated other comprehensive loss $ (10,418) $ (11,231) $ (9,255) Changes in the accumulated OCI balance by component were as follows as of and for the periods ended (in thousands): 13 Weeks Ended October 31, 2015 Derivatives Foreign Currency Total Accumulated Beginning balance $ (3,225) $ (7,758) $ (10,983) Other comprehensive loss recognized before reclassifications (23) (242) (265) Amounts reclassified from accumulated other comprehensive loss to earnings 992 - 992 Tax expense (359) - (359) Net current-period other comprehensive income (loss) 610 (242) 368 Other comprehensive loss attributable to noncontrolling interest - 197 197 Ending balance $ (2,615) $ (7,803) $ (10,418) 13 Weeks Ended November 1, 2014 Derivatives Foreign Currency Total Accumulated Beginning balance $ (5,489) $ 778 $ (4,711) Other comprehensive income (loss) recognized before reclassifications 180 (4,940) (4,760) Amounts reclassified from accumulated other comprehensive loss to earnings 469 - 469 Tax expense (127) - (127) Net current-period other comprehensive income (loss) 522 (4,940) (4,418) Other comprehensive income attributable to noncontrolling interest - (126) (126) Ending balance $ (4,967) $ (4,288) $ (9,255) 39 Weeks Ended October 31, 2015 Derivatives Foreign Currency Total Accumulated Beginning balance $ (4,188) $ (7,043) $ (11,231) Other comprehensive loss recognized before reclassifications (51) (903) (954) Amounts reclassified from accumulated other comprehensive loss to earnings 2,532 - 2,532 Tax expense (908) - (908) Net current-period other comprehensive income (loss) 1,573 (903) 670 Other comprehensive loss attributable to noncontrolling interest - 143 143 Ending balance $ (2,615) $ (7,803) $ (10,418) 39 Weeks Ended November 1, 2014 Derivatives Foreign Total Accumulated Beginning balance $ (5,503) $ 623 $ (4,880) Other comprehensive loss recognized before reclassifications (449) (5,090) (5,539) Amounts reclassified from accumulated other comprehensive loss to earnings 1,112 - 1,112 Tax expense (127) - (127) Net current-period other comprehensive income (loss) 536 (5,090) (4,554) Other comprehensive loss attributable to noncontrolling interest - 179 179 Ending balance $ (4,967) $ (4,288) $ (9,255) |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 31, 2015 | |
Related Party Transactions | 13. Related Party Transactions Related Party Transactions –Excluding VIEs We incurred approximately $0.5 million and $0.7 million in management fees and reimbursement of out-of-pocket expenses from Bain Capital Partners LLC (“Bain Capital”) during each of the 13 weeks ended October 31, 2015 and November 1, 2014, respectively. We incurred approximately $2.3 million in management fees and reimbursement of out-of-pocket expenses from Bain Capital during the 39 weeks ended October 31, 2015 and November 1, 2014, respectively. As of October 31, 2015, January 31, 2015 and November 1, 2014, we had payable balances outstanding of $1.4 million, $0.2 million and $0.2 million, respectively, to Bain Capital. We incurred approximately $0.4 million and $0.5 million in expenses related to services purchased from LogicSource, a company owned by funds associated with Bain Capital, during the 13 weeks ended October 31, 2015 and November 1, 2014, respectively. We incurred approximately $1.2 million and $1.4 million in expenses related to services purchased from LogicSource during the 39 weeks ended October 31, 2015 and November 1, 2014, respectively. As of October 31, 2015, January 31, 2015 and November 1, 2014, we had a payable balance of $0.2 million, $0.3 million and $0.2 million, respectively, to LogicSource. During the 13 weeks ended May 3, 2015, we sold inventory totaling $1.3 million to Burlington Stores, Inc. (“Burlington”), a company owned by funds associated with Bain Capital through March 31, 2015. The funds associated with Bain Capital sold their common shares of Burlington on March 31, 2015. As of April 1, 2015, Burlington was no longer a related party of the Company. We did not sell inventory to Burlington during the 13 weeks and 39 weeks ended October 31, 2014. As of October 31, 2015, January 31, 2015 and November 1, 2014, we had a receivable balance of $0.3 million, $0.2 million and $0 million, respectively, from our indirect parent, Giraffe Holding, Inc., related to income taxes. Related Party Transactions –VIEs In September 2015, Gymboree Tianjin entered into an unsecured entrusted loan agreement with Lionbridge Financing Leasing (China) Co., Ltd. (“Lionbridge”), an indirect majority-owned company of Bain Capital Lionbridge Cayman Ltd., and Shanghai Pudong Development Bank (“SPD Bank”) for $1.7 million, whereby Lionbridge was the borrower and SPD Bank was the trustee. The loan bears interest at 10% per annum and matures in March 2016. The loan receivable is included in accounts receivable in the condensed consolidated balance sheet as of October 31, 2015. Our VIEs incurred $0.1 in management fees from Bain Capital Advisors (China) Ltd. during the 13 weeks ended October 31, 2015 and November 1, 2014. Our VIEs incurred $0.4 million in management fees from Bain Capital Advisors (China) Ltd. during the 39 weeks ended October 31, 2015 and November 1, 2014. As of October 31, 2015, January 31, 2015 and November 1, 2014, our VIEs had a balance of $0.1 million, $0.1 million and $0 million payable to Bain Capital Advisors (China) Ltd, respectively. As of October 31, 2015, January 31, 2015 and November 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 October 31, 2015, January 31, 2015 and November 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 | 9 Months Ended |
Oct. 31, 2015 | |
Segment Information | 14. 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, who is the Chief Executive Officer. 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. Corporate overhead (costs related to our distribution centers and shared corporate services) is included in the retail stores segment. Net retail sales of the retail stores segment and the VIE were as follows for the periods ended (in thousands): Net Retail Sales Total Gymboree (1) Janie and Jack Crazy 8 Before VIE VIE Total 13 Weeks Ended October 31, 2015 $ 186,423 $ 33,600 $ 67,825 $ 287,848 $ 1,805 $ 289,653 13 Weeks Ended November 1, 2014 $ 202,558 $ 32,242 $ 68,366 $ 303,166 $ 1,099 $ 304,265 39 Weeks Ended October 31, 2015 $ 508,390 $ 101,251 $ 193,440 $ 803,081 $ 5,295 $ 808,376 39 Weeks Ended November 1, 2014 $ 531,152 $ 93,144 $ 188,591 $ 812,887 $ 3,878 $ 816,765 (1) This includes the net retail sales for Gymboree Retail and Gymboree Outlet operating segments. Summary financial data of each reportable segment were as follows as of and for the periods ended (in thousands): 13 Weeks Ended October 31, 2015 Retail Gymboree International Retail Intersegment Stores Play & Music Franchise VIEs Elimination Total Net sales $ 287,848 $ 4,018 $ 6,029 $ 9,917 $ (2,371) $ 305,441 Gross Profit $ 111,606 $ 2,824 $ 3,189 $ 6,830 $ (1,668) $ 122,781 13 Weeks Ended November 1, 2014 Retail Gymboree International Retail Intersegment Stores Play & Music Franchise VIEs Elimination Total Net sales $ 303,166 $ 4,178 $ 4,914 $ 6,055 $ (1,494) $ 316,819 Gross Profit $ 116,807 $ 2,878 $ 2,844 $ 4,494 $ (1,102) $ 125,921 39 Weeks Ended October 31, 2015 Retail Gymboree International Retail Intersegment Stores Play & Music Franchise VIEs Elimination Total Net sales $ 803,081 $ 12,998 $ 16,849 $ 29,609 $ (7,562) $ 854,975 Gross Profit $ 294,259 $ 8,921 $ 9,230 $ 21,464 $ (5,076) $ 328,798 39 Weeks Ended November 1, 2014 Retail Gymboree International Retail Intersegment Stores Play & Music Franchise VIEs Elimination Total Net sales $ 812,887 $ 13,069 $ 14,838 $ 17,705 $ (5,367) $ 853,132 Gross Profit $ 304,332 $ 9,662 $ 8,374 $ 12,831 $ (4,556) $ 330,643 Total Assets Retail Gymboree International Retail Intersegment Stores Play & Music Franchise VIEs Elimination Total October 31, 2015 $ 1,130,599 $ 59,817 $ 27,710 $ 25,834 $ (1,961) $ 1,241,999 January 31, 2015 $ 1,078,973 $ 60,190 $ 28,886 $ 21,449 $ (1,555) $ 1,187,943 November 1, 2014 $ 1,175,445 $ 59,655 $ 28,252 $ 21,981 $ (1,322) $ 1,284,011 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 periods ended (in thousands): Intersegment Revenues Retail Stores Gymboree International Retail VIEs Total 13 Weeks Ended October 31, 2015 $ - $ 2,209 $ 162 $ - $ 2,371 13 Weeks Ended November 1, 2014 $ - $ 1,390 $ 104 $ - $ 1,494 39 Weeks Ended October 31, 2015 $ - $ 7,076 $ 486 $ - $ 7,562 39 Weeks Ended November 1, 2014 $ - $ 5,001 $ 366 $ - $ 5,367 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 area. China Play & Music sales are attributable to the international geographic area and all other Gymboree Play & Music sales are attributable to the U.S. geographic area. Net sales of our two geographical areas, United States and international, were as follows for the periods ended (in thousands): 13 Weeks Ended 39 Weeks Ended October 31, 2015 November 1, 2014 October 1, 2015 November 1, 2014 United States $ 283,186 $ 296,839 $ 793,498 $ 801,409 International 22,255 19,980 61,477 51,723 $ 305,441 $ 316,819 $ 854,975 $ 853,132 Property and equipment, net, of our two geographical areas were as follows as of the periods ended (in thousands): October 31, 2015 January 31, 2015 November 1, 2014 United States $ 157,288 $ 172,378 $ 179,982 International 9,372 10,053 11,193 $ 166,660 $ 182,431 $ 191,175 |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Oct. 31, 2015 | |
Variable Interest Entities | 15. 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 13 weeks and 39 weeks ended October 31, 2015 and November 1, 2014 and the condensed consolidated balance sheets as of October 31, 2015, January 31, 2015 and November 1, 2014 (in thousands): THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 13 WEEKS ENDED OCTOBER 31, 2015 (In thousands) Balance Before of VIEs VIEs Eliminations As Net sales $ 297,895 $ 9,917 $ (2,371) $ 305,441 Cost of goods sold, including buying and occupancy expenses (180,276) (3,087) 703 (182,660) Selling, general and administrative expenses (104,633) (5,627) 1,694 (108,566) Operating income 12,986 1,203 26 14,215 Other non-operating (expense) income (22,089) 51 - (22,038) (Loss) income before income taxes (9,103) 1,254 26 (7,823) Income tax expense (951) (878) - (1,829) Net (loss) income (10,054) 376 26 (9,652) Net income attributable to noncontrolling interest - (376) - (376) Net loss attributable to The Gymboree Corporation $ (10,054) $ - $ 26 $ (10,028) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 13 WEEKS ENDED NOVEMBER 1, 2014 (In thousands) Balance Before of VIEs VIEs Eliminations As Net sales $ 312,258 $ 6,055 $ (1,494) $ 316,819 Cost of goods sold, including buying and occupancy expenses (189,729) (1,561) 392 (190,898) Selling, general and administrative expenses (701,854) (4,322) 1,101 (705,075) Operating (loss) income (579,325) 172 (1) (579,154) Other non-operating (expense) income (20,772) 27 - (20,745) (Loss) income before income taxes (600,097) 199 (1) (599,899) Income tax benefit (expense) 78,023 (518) - 77,505 Net loss (522,074) (319) (1) (522,394) Net loss attributable to noncontrolling interest - 319 - 319 Net loss attributable to The Gymboree Corporation $ (522,074) $ - $ (1) $ (522,075) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 39 WEEKS ENDED OCTOBER 31, 2015 (In thousands) Balance Before of VIEs VIEs Eliminations As Net sales $ 832,928 $ 29,609 $ (7,562) $ 854,975 Cost of goods sold, including buying and occupancy expenses (520,518) (8,145) 2,486 (526,177) Selling, general and administrative expenses (304,330) (17,290) 4,978 (316,642) Operating income 8,080 4,174 (98) 12,156 Other non-operating (expense) income (64,728) 57 (64,671) (Loss) income before income taxes (56,648) 4,231 (98) (52,515) Income tax expense (2,869) (2,142) (5,011) Net (loss) income (59,517) 2,089 (98) (57,526) Net income attributable to noncontrolling interest - (2,089) (2,089) Net loss attributable to The Gymboree Corporation $ (59,517) $ - $ (98) $ (59,615) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 39 WEEKS ENDED NOVEMBER 1, 2014 (In thousands) Balance Before of VIEs VIEs Eliminations As Reported Net sales $ 840,794 $ 17,705 $ (5,367) $ 853,132 Cost of goods sold, including buying and occupancy expenses (518,426) (4,874) 811 (522,489) Selling, general and administrative expenses (903,695) (15,356) 4,546 (914,505) Operating loss (581,327) (2,525) (10) (583,862) Other non-operating expense (61,955) (6) - (61,961) Loss before income taxes (643,282) (2,531) (10) (645,823) Income tax benefit (expense) 76,633 (1,060) - 75,573 Net loss (566,649) (3,591) (10) (570,250) Net loss attributable to noncontrolling interest - 3,591 - 3,591 Net loss attributable to The Gymboree Corporation $ (566,649) $ - $ (10) $ (566,659) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS AS OF OCTOBER 31, 2015 (In thousands) Balance Before VIEs Eliminations As Reported Cash and cash equivalents $ 16,187 $ 8,090 $ - $ 24,277 Other current assets 293,776 13,113 (1,961) 304,928 Total current assets 309,963 21,203 (1,961) 329,205 Non-current assets 908,163 4,631 - 912,794 Total assets $ 1,218,126 $ 25,834 $ (1,961) $ 1,241,999 Current liabilities $ 286,632 $ 13,451 $ (1,683) $ 298,400 Non-current liabilities 1,329,555 511 - 1,330,066 Total liabilities 1,616,187 13,962 (1,683) 1,628,466 Total stockholders’ deficit (398,061) - (278) (398,339) Noncontrolling interest - 11,872 - 11,872 Total liabilities and stockholders’ deficit $ 1,218,126 $ 25,834 $ (1,961) $ 1,241,999 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS AS OF JANUARY 31, 2015 (In thousands) Balance Before Consolidation VIEs Eliminations As 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 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS AS OF NOVEMBER 1, 2014 (In thousands) Balance Before VIEs Eliminations As Reported Cash and cash equivalents $ 10,653 $ 10,175 $ - $ 20,828 Other current assets 310,491 6,461 (1,322) 315,630 Total current assets 321,144 16,636 (1,322) 336,458 Non-current assets 942,208 5,345 - 947,553 Total assets $ 1,263,352 $ 21,981 $ (1,322) $ 1,284,011 Current liabilities $ 289,155 $ 8,959 $ (1,175) $ 296,939 Non-current liabilities 1,307,985 430 - 1,308,415 Total liabilities 1,597,140 9,389 (1,175) 1,605,354 Total stockholders’ deficit (333,788) - (147) (333,935) Noncontrolling interest - 12,592 - 12,592 Total liabilities and stockholders’ deficit $ 1,263,352 $ 21,981 $ (1,322) $ 1,284,011 |
Condensed Guarantor Data
Condensed Guarantor Data | 9 Months Ended |
Oct. 31, 2015 | |
Condensed Guarantor Data | 16. 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 6). The following condensed consolidating financial information presents the results of operations, comprehensive income (loss), financial position and cash flows of The Gymboree Corporation and the guarantor and non-guarantor subsidiaries. The financial results of the VIEs are included in those of the non-guarantor subsidiaries. Intercompany transactions are eliminated. During the first quarter of 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 Advance Pricing Agreement between the United States and Canadian tax authorities, respectively. The $18.5 million is a non-cash investing and financing activity for purposes of condensed consolidating statements of cash flows. During the second quarter of fiscal 2014, our Canadian subsidiary repurchased common shares from The Gymboree Corporation valued at $3.2 million. During the third quarter of fiscal 2014, our guarantor subsidiaries distributed $3.0 million in the form of a dividend to The Gymboree Corporation. THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 13 WEEKS ENDED OCTOBER 31, 2015 (In thousands) The Gymboree Corporation Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Net sales: Retail $ 375 $ 283,017 $ 14,723 $ (8,462) $ 289,653 Gymboree Play & Music - 1,809 8,112 - 9,921 Retail Franchise - 5,867 - - 5,867 Intercompany revenue 16,238 9,738 559 (26,535) - Total net sales 16,613 300,431 23,394 (34,997) 305,441 Cost of goods sold, including buying and occupancy expenses (2,156) (177,148) (12,425) 9,069 (182,660) Gross profit 14,457 123,283 10,969 (25,928) 122,781 Selling, general and administrative expenses (22,809) (102,199) (9,433) 25,875 (108,566) Operating (loss) income (8,352) 21,084 1,536 (53) 14,215 Interest income 2 - 36 - 38 Interest expense (21,417) (489) - - (21,906) Other (expense) income, net (187) (1) 18 - (170) (Loss) income before income taxes (29,954) 20,594 1,590 (53) (7,823) Income tax benefit (expense) 7,922 (8,847) (904) - (1,829) Equity in earnings of affiliates, net of tax 12,004 - - (12,004) - Net (loss) income (10,028) 11,747 686 (12,057) (9,652) Net income attributable to noncontrolling interest - - (376) - (376) Net (loss) income attributable to The Gymboree Corporation $ (10,028) $ 11,747 $ 310 $ (12,057) $ (10,028) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 13 WEEKS ENDED NOVEMBER 1, 2014 (In thousands) The Gymboree Corporation Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Net sales: Retail $ 647 $ 296,195 $ 15,461 $ (8,038) $ 304,265 Gymboree Play & Music - 2,786 4,958 - 7,744 Retail Franchise - 4,810 - - 4,810 Intercompany revenue 18,249 1,800 - (20,049) - Total net sales 18,896 305,591 20,419 (28,087) 316,819 Cost of goods sold, including buying and occupancy expenses (2,258) (185,288) (11,736) 8,384 (190,898) Gross profit 16,638 120,303 8,683 (19,703) 125,921 Selling, general and administrative expenses (17,956) (106,741) (8,657) 19,675 (113,679) Goodwill and intangible asset impairment - (572,422) (18,974) - (591,396) Operating loss (1,318) (558,860) (18,948) (28) (579,154) Interest income - 7 39 (4) 42 Interest expense (20,568) (200) (4) 4 (20,768) Other (expense) income, net (48) 31 (2) - (19) Loss before income taxes (21,934) (559,022) (18,915) (28) (599,899) Income tax benefit (expense) 8,306 70,407 (1,208) - 77,505 Equity in earnings of affiliates, net of tax (508,447) - - 508,447 - Net loss (522,075) (488,615) (20,123) 508,419 (522,394) Net loss attributable to noncontrolling interest - - 319 - 319 Net loss attributable to The Gymboree Corporation $ (522,075) $ (488,615) $ (19,804) $ 508,419 $ (522,075) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 39 WEEKS ENDED OCTOBER 31, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net sales: Retail $ 2,108 $ 787,442 $ 39,001 $ (20,175) $ 808,376 Gymboree Play & Music - 5,920 24,316 - 30,236 Retail Franchise - 16,363 - - 16,363 Intercompany revenue 45,736 37,383 4,225 (87,344) - Total net sales 47,844 847,108 67,542 (107,519) 854,975 Cost of goods sold, including buying and occupancy expenses (6,469) (508,205) (34,028) 22,525 (526,177) Gross profit 41,375 338,903 33,514 (84,994) 328,798 Selling, general and administrative expenses (76,270) (296,717) (28,467) 84,812 (316,642) Operating (loss) income (34,895) 42,186 5,047 (182) 12,156 Interest income 4 7 69 - 80 Interest expense (63,573) (1,040) - - (64,613) Other (expense) income, net (186) 50 (2) - (138) (Loss) income before income taxes (98,650) 41,203 5,114 (182) (52,515) Income tax benefit (expense) 14,927 (17,258) (2,680) - (5,011) Equity in earnings of affiliates, net of tax 24,108 - - (24,108) - Net (loss) income (59,615) 23,945 2,434 (24,290) (57,526) Net income attributable to noncontrolling interest - - (2,089) - (2,089) Net (loss) income attributable to The Gymboree Corporation $ (59,615) $ 23,945 $ 345 $ (24,290) $ (59,615) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 39 WEEKS ENDED NOVEMBER 1, 2014 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net sales: Retail $ 1,278 $ 794,856 $ 39,365 $ (18,734) $ 816,765 Gymboree Play & Music - 8,067 13,828 - 21,895 Retail Franchise - 14,472 - - 14,472 Intercompany revenue 46,632 6,182 - (52,814) - Total net sales 47,910 823,577 53,193 (71,548) 853,132 Cost of goods sold, including buying and occupancy expenses (5,160) (506,120) (30,661) 19,452 (522,489) Gross profit 42,750 317,457 22,532 (52,096) 330,643 Selling, general and administrative expenses (48,003) (299,394) (27,768) 52,056 (323,109) Goodwill and intangible asset impairment - (572,422) (18,974) - (591,396) Operating loss (5,253) (554,359) (24,210) (40) (583,862) Interest income 1 54 147 (45) 157 Interest expense (61,224) (373) (45) 45 (61,597) Other (expense) income, net (480) 31 (72) - (521) Loss before income taxes (66,956) (554,647) (24,180) (40) (645,823) Income tax benefit (expense) 15,677 62,141 (2,245) - 75,573 Equity in earnings of affiliates, net of tax (515,380) - - 515,380 - Net loss (566,659) (492,506) (26,425) 515,340 (570,250) Net loss attributable to noncontrolling interest - - 3,591 - 3,591 Net loss attributable to The Gymboree Corporation $ (566,659) $ (492,506) $ (22,834) $ 515,340 $ (566,659) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS FOR THE 13 WEEKS ENDED OCTOBER 31, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net (loss) income $ (10,028) $ 11,747 $ 686 $ (12,057) $ (9,652) Other comprehensive income (loss), net of tax: - - - - Foreign currency translation adjustments (44) - (232) 34 (242) Unrealized net gain (loss) on cash flow hedges, net of tax expense of $359 609 - (72) 73 610 Total other comprehensive income (loss), net of tax 565 - (304) 107 368 Comprehensive (loss) income (9,463) 11,747 382 (11,950) (9,284) Comprehensive income attributable to noncontrolling interest - - (179) - (179) Comprehensive (loss) income attributable to The Gymboree Corporation $ (9,463) $ 11,747 $ 203 $ (11,950) $ (9,463) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS FOR THE 13 WEEKS ENDED NOVEMBER 1, 2014 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net loss $ (522,075) $ (488,615) $ (20,123) $ 508,419 $ (522,394) Other comprehensive (loss) income, net of tax: Foreign currency translation adjustments (5,066) - (4,945) 5,071 (4,940) Unrealized net gain on cash flow hedges, net of tax expense of $127 522 - 142 (142) 522 Total other comprehensive loss, net of tax (4,544) - (4,803) 4,929 (4,418) Comprehensive loss (526,619) (488,615) (24,926) 513,348 (526,812) Comprehensive loss attributable to noncontrolling interest - - 193 - 193 Comprehensive loss attributable to The Gymboree Corporation $ (526,619) $ (488,615) $ (24,733) $ 513,348 $ (526,619) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS FOR THE 39 WEEKS ENDED OCTOBER 31, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net loss (income) $ (59,615) $ 23,945 $ 2,434 $ (24,290) $ (57,526) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments (759) - (904) 760 (903) Unrealized net gain (loss) on cash flow hedges, net of tax expense of $908 1,572 - (237) 238 1,573 Total other comprehensive income (loss), net of tax 813 - (1,141) 998 670 Comprehensive (loss) income (58,802) 23,945 1,293 (23,292) (56,856) Comprehensive income attributable to noncontrolling interest - - (1,946) - (1,946) Comprehensive (loss) income attributable to The Gymboree Corporation $ (58,802) $ 23,945 $ (653) $ (23,292) $ (58,802) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS FOR THE 39 WEEKS ENDED NOVEMBER 1, 2014 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net loss $ (566,659) $ (492,506) $ (26,425) $ 515,340 $ (570,250) Other comprehensive (loss) income, net of tax: Foreign currency translation adjustments (4,911) - (5,065) 4,886 (5,090) Unrealized net gain (loss) on cash flow hedges, net of tax expense of $127 536 - (219) 219 536 Total other comprehensive loss, net of tax (4,375) - (5,284) 5,105 (4,554) Comprehensive loss (571,034) (492,506) (31,709) 520,445 (574,804) Comprehensive loss attributable to noncontrolling interest - - 3,770 - 3,770 Comprehensive loss attributable to The Gymboree Corporation $ (571,034) $ (492,506) $ (27,939) $ 520,445 $ (571,034) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS AS OF OCTOBER 31, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,091 $ 4,080 $ 19,106 $ - $ 24,277 Accounts receivable, net of allowance 493 17,540 4,454 - 22,487 Merchandise inventories - 255,001 11,105 (697) 265,409 Prepaid income taxes 1,514 821 242 - 2,577 Prepaid expenses 3,838 2,557 1,007 - 7,402 Deferred income taxes - 14,842 680 (8,469) 7,053 Intercompany receivable - 633,946 1,051 (634,997) - Total current assets 6,936 928,787 37,645 (644,163) 329,205 Property and equipment, net 13,408 143,358 9,894 - 166,660 Goodwill - 363,207 10,201 - 373,408 Other intangible assets, net - 341,533 52 - 341,585 Deferred financing costs 21,789 700 - - 22,489 Restricted cash 4,535 - - - 4,535 Other assets - 1,605 3,758 (1,246) 4,117 Investment in subsidiaries 1,404,175 - - (1,404,175) - Total assets $ 1,450,843 $ 1,779,190 $ 61,550 $ (2,049,584) $ 1,241,999 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable $ 7,097 $ 123,238 $ 2,188 $ - $ 132,523 Accrued liabilities 33,102 70,639 11,335 210 115,286 Current deferred income taxes 8,679 - - (8,679) - Line of credit borrowings 50,000 - - - 50,000 Current obligation under capital lease - 591 - - 591 Intercompany payable 628,692 - 7,002 (635,694) - Total current liabilities 727,570 194,468 20,525 (644,163) 298,400 Long-term liabilities: Long-term debt 1,114,288 - - - 1,114,288 Long-term sale-leaseback financing liability - 26,462 - - 26,462 Long-term obligation under capital lease - 2,402 - - 2,402 Lease incentives and other liabilities 5,549 47,182 4,375 - 57,106 Long-term deferred income taxes 1,775 129,258 21 (1,246) 129,808 Total liabilities 1,849,182 399,772 24,921 (645,409) 1,628,466 Total stockholders’ (deficit) equity (398,339) 1,379,418 24,757 (1,404,175) (398,339) Noncontrolling interest - - 11,872 - 11,872 Total liabilities and stockholders’ (deficit) equity $ 1,450,843 $ 1,779,190 $ 61,550 $ (2,049,584) $ 1,241,999 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS AS OF JANUARY 31, 2015 (In thousands) 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 AS OF NOVEMBER 1, 2014 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 2,195 $ 3,236 $ 15,397 $ - $ 20,828 Accounts receivable, net of allowance 687 20,693 1,997 - 23,377 Merchandise inventories - 252,102 7,684 (520) 259,266 Prepaid income taxes 2,029 486 200 - 2,715 Prepaid expenses 4,461 15,164 1,465 - 21,090 Deferred income taxes - 13,745 645 (5,208) 9,182 Intercompany receivable - 542,194 - (542,194) - Total current assets 9,372 847,620 27,388 (547,922) 336,458 Property and equipment, net 12,063 167,676 11,436 - 191,175 Goodwill - 362,022 13,323 - 375,345 Other intangible assets, net - 344,436 393 - 344,829 Deferred financing costs 27,338 - - - 27,338 Other assets 6,992 1,673 9,140 (8,939) 8,866 Investment in subsidiaries 1,362,644 - - (1,362,644) - Total assets $ 1,418,409 $ 1,723,427 $ 61,680 $ (1,919,505) $ 1,284,011 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable $ 17,823 $ 126,192 $ 2,051 $ - $ 146,066 Accrued liabilities 32,221 67,963 8,086 64 108,334 Deferred income taxes 5,150 - 123 (5,273) - Line of credit borrowings 42,000 - - - 42,000 Current obligation under capital lease - 539 - - 539 Intercompany payable 536,282 - 6,431 (542,713) - Total current liabilities 633,476 194,694 16,691 (547,922) 296,939 Long-term liabilities: Long-term debt 1,113,970 - - - 1,113,970 Long-term obligation under capital lease - 2,993 - - 2,993 Lease incentives and other liabilities 4,898 50,056 5,361 - 60,315 Deferred income taxes - 140,076 - (8,939) 131,137 Total liabilities 1,752,344 387,819 22,052 (556,861) 1,605,354 Total stockholders’ (deficit) equity (333,935) 1,335,608 27,036 (1,362,644) (333,935) Noncontrolling interest - - 12,592 - 12,592 Total liabilities and stockholders’ (deficit) equity $ 1,418,409 $ 1,723,427 $ 61,680 $ (1,919,505) $ 1,284,011 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE 39 WEEKS ENDED OCTOBER 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 $ (79,390) $ 59,499 $ 5,253 $ (1,700) $ (16,338) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (2,930) (7,461) (2,185) - (12,576) Increase in restricted cash (10,863) - - - (10,863) Decrease in restricted cash 6,328 - - - 6,328 Capital distribution from subsidiary 25,863 - - (25,863) - Increase in related party loan receivable - - (1,741) - (1,741) Proceeds from sale of assets - - 353 - 353 Intercompany transfers 3,470 (48,236) (331) 45,097 - Other - 1 32 - 33 Net cash provided by (used in) investing activities 21,868 (55,696) (3,872) 19,234 (18,466) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers 41,614 (720) 4,203 (45,097) - Proceeds from ABL facility 390,000 - - - 390,000 Payments on ABL facility (373,000) - - - (373,000) Proceeds from sale-leaseback financing liability - 26,750 - - 26,750 Payments on capital lease and sale-leaseback financing liability - (497) - - (497) Payments for deferred financing costs (1,679) (895) - - (2,574) Dividend to The Gymboree Corporation - (27,563) - 27,563 - Dividend payment to parent (11) - - - (11) Net cash provided by (used in) financing activities 56,924 (2,925) 4,203 (17,534) 40,668 Effect of exchange rate fluctuations on cash and cash equivalents - - (107) - (107) Net (decrease) increase in cash and cash equivalents (598) 878 5,477 - 5,757 CASH AND CASH EQUIVALENTS: Beginning of Period 1,689 3,202 13,629 - 18,520 End of Period $ 1,091 $ 4,080 $ 19,106 $ - $ 24,277 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE 39 WEEKS ENDED NOVEMBER 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 $ (58,088) $ 29,216 $ (4,627) $ (3,000) $ (36,499) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (2,403) (17,798) (4,171) - (24,372) Proceeds from sale of shares 3,207 - - (3,207) - Intercompany transfers - (9,490) - 9,490 - Other - 22 (67) - (45) Net cash provided by (used in) investing activities 804 (27,266) (4,238) 6,283 (24,417) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers 2,084 - 7,406 (9,490) - Proceeds from ABL facility 300,000 - - - 300,000 Payments on ABL facility (258,000) - - - (258,000) Payments on capital lease - (373) - - (373) Dividend to The Gymboree Corporation - (3,000) - 3,000 - Dividend payment to Parent (84) - - - (84) Repurchase of shares - - (3,207) 3,207 - Capital contribution received by noncontrolling interest - - 992 - 992 Net cash provided by (used in) financing activities 44,000 (3,373) 5,191 (3,283) 42,535 Effect of exchange rate fluctuations on cash and cash equivalents - - (220) - (220) Net decrease in cash and cash equivalents (13,284) (1,423) (3,894) - (18,601) CASH AND CASH EQUIVALENTS: Beginning of Period 15,479 4,659 19,291 - 39,429 End of Period $ 2,195 $ 3,236 $ 15,397 $ - $ 20,828 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. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 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 October 31, 2015, January 31, 2015 and November 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 the 39 weeks ended October 31, 2015 and November 1, 2014, or during the year ended January 31, 2015. October 31, 2015 Quoted Prices in Significant Other Significant (Level 1) (Level 2) (Level 3) Total Fair Value Liabilities Forward foreign exchange contracts $ - $ 27 $ - $ 27 Total $ - $ 27 $ - $ 27 January 31, 2015 Quoted Prices in Significant Other Significant (Level 1) (Level 2) (Level 3) Total Fair Value Assets Interest rate caps $ - $ 17 $ - $ 17 Forward foreign exchange contracts - 96 - 96 Total $ - $ 113 $ - $ 113 November 1, 2014 Quoted Prices in Significant Other Significant (Level 1) (Level 2) (Level 3) Total Fair Value Assets Interest rate caps $ - $ 41 $ - $ 41 Forward foreign exchange contracts - 134 - 134 Total $ - $ 175 $ - $ 175 |
Estimated Fair Value of Long-Term Debt | The estimated fair value of long-term debt is as follows (in thousands): October 31, 2015 January 31, 2015 November 1, 2014 Carrying Amount Fair Value Carrying Amount Fair Value Carrying Amount Fair Value Term loan $ 768,288 $ 503,762 $ 768,048 $ 530,680 $ 767,970 $ 488,380 Notes 346,000 114,180 346,000 128,020 346,000 110,720 Total $ 1,114,288 $ 617,942 $ 1,114,048 $ 658,700 $ 1,113,970 $ 599,100 |
Goodwill and Intangible Asset25
Goodwill and Intangible Assets and Liabilities (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Goodwill Allocated to Reportable Segments | Goodwill allocated to our reportable segments as of October 31, 2015, January 31, 2015 and November 1, 2014 is as follows (in thousands): Retail Stores Gymboree Play International Retail Segment & Music Segment Franchise Segment Total Balance as of October 31, 2015 Goodwill $ 887,241 $ 16,389 $ 23,636 $ 927,266 Accumulated impairment losses (547,285) - - (547,285) Effect of exchange rate fluctuations (6,573) - - (6,573) $ 333,383 $ 16,389 $ 23,636 $ 373,408 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 November 1, 2014 Goodwill $ 887,241 $ 16,389 $ 23,636 $ 927,266 Accumulated impairment losses (547,285) - - (547,285) Effect of exchange rate fluctuations (4,636) - - (4,636) $ 335,320 $ 16,389 $ 23,636 $ 375,345 |
Intangible Assets and Liabilities | Intangible assets and liabilities consist of the following (in thousands): October 31, 2015 Gross Carrying Accumulated Accumulated Net Amount Intangible Assets Not Subject to Amortization: Trade names $ 567,012 $ - $ (229,600) $ 337,412 Intangible Assets Subject to Amortization: Below market leases 4,828 (3,685) - 1,143 Co-branded credit card agreement 4,000 (3,035) - 965 Franchise agreements and reacquired franchise rights 6,625 (4,560) - 2,065 15,453 (11,280) - 4,173 Total other intangible assets $ 582,465 $ (11,280) $ (229,600) $ 341,585 Intangible Liabilities Subject to Amortization: Above market leases (included in Lease incentives and other liabilities) $ (11,033) $ 7,619 $ - $ (3,414) January 31, 2015 Gross Carrying Accumulated Accumulated Net Amount 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) November 1, 2014 Gross Carrying Accumulated Accumulated Net Amount Intangible Assets Not Subject to Amortization: Trade names $ 567,494 $ - $ (229,600) $ 337,894 Intangible Assets Subject to Amortization: Customer relationships 37,551 (37,248) - 303 Below market leases 7,055 (4,995) - 2,060 Co-branded credit card agreement 4,000 (2,419) - 1,581 Franchise agreements and reacquired franchise rights 6,632 (3,641) - 2,991 55,238 (48,303) - 6,935 Total other intangible assets $ 622,732 $ (48,303) $ (229,600) $ 344,829 Intangible Liabilities Subject to Amortization: Above market leases (included in Lease incentives and other liabilities) $ (16,631) $ 11,517 $ - $ (5,114) |
Net Amortization Expense (Income) | Net amortization income (expense) is presented below for the periods ended (in thousands): 13 Weeks Ended 39 Weeks Ended October 31, 2015 November 1, 2014 October 31, 2015 November 1, 2014 Cost of goods sold - Amortization income $ 198 $ 237 $ 546 $ 724 Selling, general and administrative expenses - Amortization expense $ (385) $ (514) $ (1,322) $ (1,595) |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Long-Term Debt | Long-term debt consists of (in thousands): October 31, 2015 January 31, 2015 November 1, 2014 Term loan due February 2018, Adjusted LIBOR (with a floor of 1.5%) plus 3.5%, net of discount of $814, $1,054 and $1,133 $ 768,288 $ 768,048 $ 767,970 Senior notes due December 2018, 9.125% 346,000 346,000 346,000 Total $ 1,114,288 $ 1,114,048 $ 1,113,970 |
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 100.000% |
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 $0.8 million as of October 31, 2015, are as follows (in thousands): Fiscal years Principal Payments 2015 $ - 2016 - 2017 6,502 2018 1,108,600 Total $ 1,115,102 |
Sale-leaseback of Dixon Distr27
Sale-leaseback of Dixon Distribution Center (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Future Payments on Sale-Leaseback Financing Liability, Excluding Renewals | As of October 31, 2015, future payments on the sale-leaseback financing liability, excluding renewals, are as follows (in thousands): Fiscal years Payments Remainder of 2015 $ 446 2016 1,800 2017 1,822 2018 1,845 2019 1,868 2020 1,891 Thereafter 31,367 Total payments 41,039 Less amount representing interest (14,377) Total sale-leaseback financing liability 26,662 Less current portion of sale-leaseback financing liability - included in accrued liabilities (200) Long-term portion of sale-leaseback financing liability $ 26,462 |
Derivative Financial Instrume28
Derivative Financial Instruments (Tables) | 9 Months Ended |
Oct. 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 condensed consolidated balance sheets (in thousands) (see Note 3). October 31, 2015 January 31, 2015 November 1, 2014 Derivative Liabilities Derivative Assets Derivative Assets Other Assets Purchased interest rate caps $ - $ 17 $ 41 Forward foreign exchange contracts - 96 134 Total $ - $ 113 $ 175 Accrued Liabilities Forward foreign exchange contracts $ 27 $ - $ - |
Effect of Derivative Financial Instruments on Condensed Consolidated Statements of Operations and Comprehensive Loss | The tables below present the effect of all of our derivative financial instruments on the condensed consolidated statements of operations and comprehensive loss (in thousands). No amounts were reclassified from accumulated other comprehensive loss (OCI) into earnings as a result of forecasted transactions that failed to occur or as a result of hedge ineffectiveness (see Note 12). 13 Weeks Ended October 31, 2015 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (1) Interest expense $ (1,044) Forward foreign exchange contracts (22) Cost of goods sold 52 Total $ (23) $ (992) 13 Weeks Ended November 1, 2014 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (1) Interest expense $ (509) Forward foreign exchange contracts 181 Cost of goods sold 40 Total $ 180 $ (469) 39 Weeks Ended October 31, 2015 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (17) Interest expense $ (2,737) Forward foreign exchange contracts (34) Cost of goods sold 205 Total $ (51) $ (2,532) 39 Weeks Ended November 1, 2014 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (558) Interest expense $ (1,441) Forward foreign exchange contracts 109 Cost of goods sold 329 Total $ (449) $ (1,112) |
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): October 31, 2015 January 31, 2015 November 1, 2014 Number of Notional Number of Notional Number of Notional Interest rate derivatives Purchased interest rate caps 4 $ 700,000 4 $ 700,000 4 $ 700,000 Foreign exchange derivatives Forward foreign exchange contracts 3 4,468 6 4,633 3 4,682 Total 7 $ 704,468 10 $ 704,633 7 $ 704,682 |
Accumulated Other Comprehensi29
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Components of Accumulated OCI, net of Taxes | The following table shows the components of accumulated other comprehensive loss (“OCI”), net of tax, as of the periods ended (in thousands): October 31, 2015 January 31, 2015 November 1, 2014 Foreign currency translation $ (7,803) $ (7,043) $ (4,288) Accumulated changes in fair value of derivative financial instruments, net of tax benefit of $3,074, $3,982 and $3,855 (2,615) (4,188) (4,967) Total accumulated other comprehensive loss $ (10,418) $ (11,231) $ (9,255) |
Changes in Accumulated OCI Balance by Component | Changes in the accumulated OCI balance by component were as follows as of and for the periods ended (in thousands): 13 Weeks Ended October 31, 2015 Derivatives Foreign Currency Total Accumulated Beginning balance $ (3,225) $ (7,758) $ (10,983) Other comprehensive loss recognized before reclassifications (23) (242) (265) Amounts reclassified from accumulated other comprehensive loss to earnings 992 - 992 Tax expense (359) - (359) Net current-period other comprehensive income (loss) 610 (242) 368 Other comprehensive loss attributable to noncontrolling interest - 197 197 Ending balance $ (2,615) $ (7,803) $ (10,418) 13 Weeks Ended November 1, 2014 Derivatives Foreign Currency Total Accumulated Beginning balance $ (5,489) $ 778 $ (4,711) Other comprehensive income (loss) recognized before reclassifications 180 (4,940) (4,760) Amounts reclassified from accumulated other comprehensive loss to earnings 469 - 469 Tax expense (127) - (127) Net current-period other comprehensive income (loss) 522 (4,940) (4,418) Other comprehensive income attributable to noncontrolling interest - (126) (126) Ending balance $ (4,967) $ (4,288) $ (9,255) 39 Weeks Ended October 31, 2015 Derivatives Foreign Currency Total Accumulated Beginning balance $ (4,188) $ (7,043) $ (11,231) Other comprehensive loss recognized before reclassifications (51) (903) (954) Amounts reclassified from accumulated other comprehensive loss to earnings 2,532 - 2,532 Tax expense (908) - (908) Net current-period other comprehensive income (loss) 1,573 (903) 670 Other comprehensive loss attributable to noncontrolling interest - 143 143 Ending balance $ (2,615) $ (7,803) $ (10,418) 39 Weeks Ended November 1, 2014 Derivatives Foreign Total Accumulated Beginning balance $ (5,503) $ 623 $ (4,880) Other comprehensive loss recognized before reclassifications (449) (5,090) (5,539) Amounts reclassified from accumulated other comprehensive loss to earnings 1,112 - 1,112 Tax expense (127) - (127) Net current-period other comprehensive income (loss) 536 (5,090) (4,554) Other comprehensive loss attributable to noncontrolling interest - 179 179 Ending balance $ (4,967) $ (4,288) $ (9,255) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Intersegment Revenues for Each Reportable Segment | Net retail sales of the retail stores segment and the VIE were as follows for the periods ended (in thousands): Net Retail Sales Total Gymboree (1) Janie and Jack Crazy 8 Before VIE VIE Total 13 Weeks Ended October 31, 2015 $ 186,423 $ 33,600 $ 67,825 $ 287,848 $ 1,805 $ 289,653 13 Weeks Ended November 1, 2014 $ 202,558 $ 32,242 $ 68,366 $ 303,166 $ 1,099 $ 304,265 39 Weeks Ended October 31, 2015 $ 508,390 $ 101,251 $ 193,440 $ 803,081 $ 5,295 $ 808,376 39 Weeks Ended November 1, 2014 $ 531,152 $ 93,144 $ 188,591 $ 812,887 $ 3,878 $ 816,765 (1) This includes the net retail sales for Gymboree Retail and Gymboree Outlet operating segments. |
Financial Data of Each Reportable Segment | Summary financial data of each reportable segment were as follows as of and for the periods ended (in thousands): 13 Weeks Ended October 31, 2015 Retail Gymboree International Retail Intersegment Stores Play & Music Franchise VIEs Elimination Total Net sales $ 287,848 $ 4,018 $ 6,029 $ 9,917 $ (2,371) $ 305,441 Gross Profit $ 111,606 $ 2,824 $ 3,189 $ 6,830 $ (1,668) $ 122,781 13 Weeks Ended November 1, 2014 Retail Gymboree International Retail Intersegment Stores Play & Music Franchise VIEs Elimination Total Net sales $ 303,166 $ 4,178 $ 4,914 $ 6,055 $ (1,494) $ 316,819 Gross Profit $ 116,807 $ 2,878 $ 2,844 $ 4,494 $ (1,102) $ 125,921 39 Weeks Ended October 31, 2015 Retail Gymboree International Retail Intersegment Stores Play & Music Franchise VIEs Elimination Total Net sales $ 803,081 $ 12,998 $ 16,849 $ 29,609 $ (7,562) $ 854,975 Gross Profit $ 294,259 $ 8,921 $ 9,230 $ 21,464 $ (5,076) $ 328,798 39 Weeks Ended November 1, 2014 Retail Gymboree International Retail Intersegment Stores Play & Music Franchise VIEs Elimination Total Net sales $ 812,887 $ 13,069 $ 14,838 $ 17,705 $ (5,367) $ 853,132 Gross Profit $ 304,332 $ 9,662 $ 8,374 $ 12,831 $ (4,556) $ 330,643 Total Assets Retail Gymboree International Retail Intersegment Stores Play & Music Franchise VIEs Elimination Total October 31, 2015 $ 1,130,599 $ 59,817 $ 27,710 $ 25,834 $ (1,961) $ 1,241,999 January 31, 2015 $ 1,078,973 $ 60,190 $ 28,886 $ 21,449 $ (1,555) $ 1,187,943 November 1, 2014 $ 1,175,445 $ 59,655 $ 28,252 $ 21,981 $ (1,322) $ 1,284,011 |
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 for the periods ended (in thousands): 13 Weeks Ended 39 Weeks Ended October 31, 2015 November 1, 2014 October 1, 2015 November 1, 2014 United States $ 283,186 $ 296,839 $ 793,498 $ 801,409 International 22,255 19,980 61,477 51,723 $ 305,441 $ 316,819 $ 854,975 $ 853,132 Property and equipment, net, of our two geographical areas were as follows as of the periods ended (in thousands): October 31, 2015 January 31, 2015 November 1, 2014 United States $ 157,288 $ 172,378 $ 179,982 International 9,372 10,053 11,193 $ 166,660 $ 182,431 $ 191,175 |
Intersegment elimination | |
Intersegment Revenues for Each Reportable Segment | Intersegment revenues for each reportable segment were as follows for the periods ended (in thousands): Intersegment Revenues Retail Stores Gymboree International Retail VIEs Total 13 Weeks Ended October 31, 2015 $ - $ 2,209 $ 162 $ - $ 2,371 13 Weeks Ended November 1, 2014 $ - $ 1,390 $ 104 $ - $ 1,494 39 Weeks Ended October 31, 2015 $ - $ 7,076 $ 486 $ - $ 7,562 39 Weeks Ended November 1, 2014 $ - $ 5,001 $ 366 $ - $ 5,367 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Oct. 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 13 weeks and 39 weeks ended October 31, 2015 and November 1, 2014 and the condensed consolidated balance sheets as of October 31, 2015, January 31, 2015 and November 1, 2014 (in thousands): THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 13 WEEKS ENDED OCTOBER 31, 2015 (In thousands) Balance Before of VIEs VIEs Eliminations As Net sales $ 297,895 $ 9,917 $ (2,371) $ 305,441 Cost of goods sold, including buying and occupancy expenses (180,276) (3,087) 703 (182,660) Selling, general and administrative expenses (104,633) (5,627) 1,694 (108,566) Operating income 12,986 1,203 26 14,215 Other non-operating (expense) income (22,089) 51 - (22,038) (Loss) income before income taxes (9,103) 1,254 26 (7,823) Income tax expense (951) (878) - (1,829) Net (loss) income (10,054) 376 26 (9,652) Net income attributable to noncontrolling interest - (376) - (376) Net loss attributable to The Gymboree Corporation $ (10,054) $ - $ 26 $ (10,028) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 13 WEEKS ENDED NOVEMBER 1, 2014 (In thousands) Balance Before of VIEs VIEs Eliminations As Net sales $ 312,258 $ 6,055 $ (1,494) $ 316,819 Cost of goods sold, including buying and occupancy expenses (189,729) (1,561) 392 (190,898) Selling, general and administrative expenses (701,854) (4,322) 1,101 (705,075) Operating (loss) income (579,325) 172 (1) (579,154) Other non-operating (expense) income (20,772) 27 - (20,745) (Loss) income before income taxes (600,097) 199 (1) (599,899) Income tax benefit (expense) 78,023 (518) - 77,505 Net loss (522,074) (319) (1) (522,394) Net loss attributable to noncontrolling interest - 319 - 319 Net loss attributable to The Gymboree Corporation $ (522,074) $ - $ (1) $ (522,075) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 39 WEEKS ENDED OCTOBER 31, 2015 (In thousands) Balance Before of VIEs VIEs Eliminations As Net sales $ 832,928 $ 29,609 $ (7,562) $ 854,975 Cost of goods sold, including buying and occupancy expenses (520,518) (8,145) 2,486 (526,177) Selling, general and administrative expenses (304,330) (17,290) 4,978 (316,642) Operating income 8,080 4,174 (98) 12,156 Other non-operating (expense) income (64,728) 57 (64,671) (Loss) income before income taxes (56,648) 4,231 (98) (52,515) Income tax expense (2,869) (2,142) (5,011) Net (loss) income (59,517) 2,089 (98) (57,526) Net income attributable to noncontrolling interest - (2,089) (2,089) Net loss attributable to The Gymboree Corporation $ (59,517) $ - $ (98) $ (59,615) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 39 WEEKS ENDED NOVEMBER 1, 2014 (In thousands) Balance Before of VIEs VIEs Eliminations As Reported Net sales $ 840,794 $ 17,705 $ (5,367) $ 853,132 Cost of goods sold, including buying and occupancy expenses (518,426) (4,874) 811 (522,489) Selling, general and administrative expenses (903,695) (15,356) 4,546 (914,505) Operating loss (581,327) (2,525) (10) (583,862) Other non-operating expense (61,955) (6) - (61,961) Loss before income taxes (643,282) (2,531) (10) (645,823) Income tax benefit (expense) 76,633 (1,060) - 75,573 Net loss (566,649) (3,591) (10) (570,250) Net loss attributable to noncontrolling interest - 3,591 - 3,591 Net loss attributable to The Gymboree Corporation $ (566,649) $ - $ (10) $ (566,659) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS AS OF OCTOBER 31, 2015 (In thousands) Balance Before VIEs Eliminations As Reported Cash and cash equivalents $ 16,187 $ 8,090 $ - $ 24,277 Other current assets 293,776 13,113 (1,961) 304,928 Total current assets 309,963 21,203 (1,961) 329,205 Non-current assets 908,163 4,631 - 912,794 Total assets $ 1,218,126 $ 25,834 $ (1,961) $ 1,241,999 Current liabilities $ 286,632 $ 13,451 $ (1,683) $ 298,400 Non-current liabilities 1,329,555 511 - 1,330,066 Total liabilities 1,616,187 13,962 (1,683) 1,628,466 Total stockholders’ deficit (398,061) - (278) (398,339) Noncontrolling interest - 11,872 - 11,872 Total liabilities and stockholders’ deficit $ 1,218,126 $ 25,834 $ (1,961) $ 1,241,999 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS AS OF JANUARY 31, 2015 (In thousands) Balance Before Consolidation VIEs Eliminations As 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 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS AS OF NOVEMBER 1, 2014 (In thousands) Balance Before VIEs Eliminations As Reported Cash and cash equivalents $ 10,653 $ 10,175 $ - $ 20,828 Other current assets 310,491 6,461 (1,322) 315,630 Total current assets 321,144 16,636 (1,322) 336,458 Non-current assets 942,208 5,345 - 947,553 Total assets $ 1,263,352 $ 21,981 $ (1,322) $ 1,284,011 Current liabilities $ 289,155 $ 8,959 $ (1,175) $ 296,939 Non-current liabilities 1,307,985 430 - 1,308,415 Total liabilities 1,597,140 9,389 (1,175) 1,605,354 Total stockholders’ deficit (333,788) - (147) (333,935) Noncontrolling interest - 12,592 - 12,592 Total liabilities and stockholders’ deficit $ 1,263,352 $ 21,981 $ (1,322) $ 1,284,011 |
Condensed Guarantor Data (Table
Condensed Guarantor Data (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Condensed Consolidating Statements of Operations | THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 13 WEEKS ENDED OCTOBER 31, 2015 (In thousands) The Gymboree Corporation Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Net sales: Retail $ 375 $ 283,017 $ 14,723 $ (8,462) $ 289,653 Gymboree Play & Music - 1,809 8,112 - 9,921 Retail Franchise - 5,867 - - 5,867 Intercompany revenue 16,238 9,738 559 (26,535) - Total net sales 16,613 300,431 23,394 (34,997) 305,441 Cost of goods sold, including buying and occupancy expenses (2,156) (177,148) (12,425) 9,069 (182,660) Gross profit 14,457 123,283 10,969 (25,928) 122,781 Selling, general and administrative expenses (22,809) (102,199) (9,433) 25,875 (108,566) Operating (loss) income (8,352) 21,084 1,536 (53) 14,215 Interest income 2 - 36 - 38 Interest expense (21,417) (489) - - (21,906) Other (expense) income, net (187) (1) 18 - (170) (Loss) income before income taxes (29,954) 20,594 1,590 (53) (7,823) Income tax benefit (expense) 7,922 (8,847) (904) - (1,829) Equity in earnings of affiliates, net of tax 12,004 - - (12,004) - Net (loss) income (10,028) 11,747 686 (12,057) (9,652) Net income attributable to noncontrolling interest - - (376) - (376) Net (loss) income attributable to The Gymboree Corporation $ (10,028) $ 11,747 $ 310 $ (12,057) $ (10,028) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 13 WEEKS ENDED NOVEMBER 1, 2014 (In thousands) The Gymboree Corporation Guarantor Subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated Net sales: Retail $ 647 $ 296,195 $ 15,461 $ (8,038) $ 304,265 Gymboree Play & Music - 2,786 4,958 - 7,744 Retail Franchise - 4,810 - - 4,810 Intercompany revenue 18,249 1,800 - (20,049) - Total net sales 18,896 305,591 20,419 (28,087) 316,819 Cost of goods sold, including buying and occupancy expenses (2,258) (185,288) (11,736) 8,384 (190,898) Gross profit 16,638 120,303 8,683 (19,703) 125,921 Selling, general and administrative expenses (17,956) (106,741) (8,657) 19,675 (113,679) Goodwill and intangible asset impairment - (572,422) (18,974) - (591,396) Operating loss (1,318) (558,860) (18,948) (28) (579,154) Interest income - 7 39 (4) 42 Interest expense (20,568) (200) (4) 4 (20,768) Other (expense) income, net (48) 31 (2) - (19) Loss before income taxes (21,934) (559,022) (18,915) (28) (599,899) Income tax benefit (expense) 8,306 70,407 (1,208) - 77,505 Equity in earnings of affiliates, net of tax (508,447) - - 508,447 - Net loss (522,075) (488,615) (20,123) 508,419 (522,394) Net loss attributable to noncontrolling interest - - 319 - 319 Net loss attributable to The Gymboree Corporation $ (522,075) $ (488,615) $ (19,804) $ 508,419 $ (522,075) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 39 WEEKS ENDED OCTOBER 31, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net sales: Retail $ 2,108 $ 787,442 $ 39,001 $ (20,175) $ 808,376 Gymboree Play & Music - 5,920 24,316 - 30,236 Retail Franchise - 16,363 - - 16,363 Intercompany revenue 45,736 37,383 4,225 (87,344) - Total net sales 47,844 847,108 67,542 (107,519) 854,975 Cost of goods sold, including buying and occupancy expenses (6,469) (508,205) (34,028) 22,525 (526,177) Gross profit 41,375 338,903 33,514 (84,994) 328,798 Selling, general and administrative expenses (76,270) (296,717) (28,467) 84,812 (316,642) Operating (loss) income (34,895) 42,186 5,047 (182) 12,156 Interest income 4 7 69 - 80 Interest expense (63,573) (1,040) - - (64,613) Other (expense) income, net (186) 50 (2) - (138) (Loss) income before income taxes (98,650) 41,203 5,114 (182) (52,515) Income tax benefit (expense) 14,927 (17,258) (2,680) - (5,011) Equity in earnings of affiliates, net of tax 24,108 - - (24,108) - Net (loss) income (59,615) 23,945 2,434 (24,290) (57,526) Net income attributable to noncontrolling interest - - (2,089) - (2,089) Net (loss) income attributable to The Gymboree Corporation $ (59,615) $ 23,945 $ 345 $ (24,290) $ (59,615) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 39 WEEKS ENDED NOVEMBER 1, 2014 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net sales: Retail $ 1,278 $ 794,856 $ 39,365 $ (18,734) $ 816,765 Gymboree Play & Music - 8,067 13,828 - 21,895 Retail Franchise - 14,472 - - 14,472 Intercompany revenue 46,632 6,182 - (52,814) - Total net sales 47,910 823,577 53,193 (71,548) 853,132 Cost of goods sold, including buying and occupancy expenses (5,160) (506,120) (30,661) 19,452 (522,489) Gross profit 42,750 317,457 22,532 (52,096) 330,643 Selling, general and administrative expenses (48,003) (299,394) (27,768) 52,056 (323,109) Goodwill and intangible asset impairment - (572,422) (18,974) - (591,396) Operating loss (5,253) (554,359) (24,210) (40) (583,862) Interest income 1 54 147 (45) 157 Interest expense (61,224) (373) (45) 45 (61,597) Other (expense) income, net (480) 31 (72) - (521) Loss before income taxes (66,956) (554,647) (24,180) (40) (645,823) Income tax benefit (expense) 15,677 62,141 (2,245) - 75,573 Equity in earnings of affiliates, net of tax (515,380) - - 515,380 - Net loss (566,659) (492,506) (26,425) 515,340 (570,250) Net loss attributable to noncontrolling interest - - 3,591 - 3,591 Net loss attributable to The Gymboree Corporation $ (566,659) $ (492,506) $ (22,834) $ 515,340 $ (566,659) |
Condensed Consolidating Statements of Comprehensive Loss | THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS FOR THE 13 WEEKS ENDED OCTOBER 31, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net (loss) income $ (10,028) $ 11,747 $ 686 $ (12,057) $ (9,652) Other comprehensive income (loss), net of tax: - - - - Foreign currency translation adjustments (44) - (232) 34 (242) Unrealized net gain (loss) on cash flow hedges, net of tax expense of $359 609 - (72) 73 610 Total other comprehensive income (loss), net of tax 565 - (304) 107 368 Comprehensive (loss) income (9,463) 11,747 382 (11,950) (9,284) Comprehensive income attributable to noncontrolling interest - - (179) - (179) Comprehensive (loss) income attributable to The Gymboree Corporation $ (9,463) $ 11,747 $ 203 $ (11,950) $ (9,463) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS FOR THE 13 WEEKS ENDED NOVEMBER 1, 2014 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net loss $ (522,075) $ (488,615) $ (20,123) $ 508,419 $ (522,394) Other comprehensive (loss) income, net of tax: Foreign currency translation adjustments (5,066) - (4,945) 5,071 (4,940) Unrealized net gain on cash flow hedges, net of tax expense of $127 522 - 142 (142) 522 Total other comprehensive loss, net of tax (4,544) - (4,803) 4,929 (4,418) Comprehensive loss (526,619) (488,615) (24,926) 513,348 (526,812) Comprehensive loss attributable to noncontrolling interest - - 193 - 193 Comprehensive loss attributable to The Gymboree Corporation $ (526,619) $ (488,615) $ (24,733) $ 513,348 $ (526,619) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS FOR THE 39 WEEKS ENDED OCTOBER 31, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net loss (income) $ (59,615) $ 23,945 $ 2,434 $ (24,290) $ (57,526) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments (759) - (904) 760 (903) Unrealized net gain (loss) on cash flow hedges, net of tax expense of $908 1,572 - (237) 238 1,573 Total other comprehensive income (loss), net of tax 813 - (1,141) 998 670 Comprehensive (loss) income (58,802) 23,945 1,293 (23,292) (56,856) Comprehensive income attributable to noncontrolling interest - - (1,946) - (1,946) Comprehensive (loss) income attributable to The Gymboree Corporation $ (58,802) $ 23,945 $ (653) $ (23,292) $ (58,802) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS FOR THE 39 WEEKS ENDED NOVEMBER 1, 2014 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net loss $ (566,659) $ (492,506) $ (26,425) $ 515,340 $ (570,250) Other comprehensive (loss) income, net of tax: Foreign currency translation adjustments (4,911) - (5,065) 4,886 (5,090) Unrealized net gain (loss) on cash flow hedges, net of tax expense of $127 536 - (219) 219 536 Total other comprehensive loss, net of tax (4,375) - (5,284) 5,105 (4,554) Comprehensive loss (571,034) (492,506) (31,709) 520,445 (574,804) Comprehensive loss attributable to noncontrolling interest - - 3,770 - 3,770 Comprehensive loss attributable to The Gymboree Corporation $ (571,034) $ (492,506) $ (27,939) $ 520,445 $ (571,034) |
Condensed Consolidating Balance Sheets | CONDENSED CONSOLIDATING BALANCE SHEETS AS OF OCTOBER 31, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,091 $ 4,080 $ 19,106 $ - $ 24,277 Accounts receivable, net of allowance 493 17,540 4,454 - 22,487 Merchandise inventories - 255,001 11,105 (697) 265,409 Prepaid income taxes 1,514 821 242 - 2,577 Prepaid expenses 3,838 2,557 1,007 - 7,402 Deferred income taxes - 14,842 680 (8,469) 7,053 Intercompany receivable - 633,946 1,051 (634,997) - Total current assets 6,936 928,787 37,645 (644,163) 329,205 Property and equipment, net 13,408 143,358 9,894 - 166,660 Goodwill - 363,207 10,201 - 373,408 Other intangible assets, net - 341,533 52 - 341,585 Deferred financing costs 21,789 700 - - 22,489 Restricted cash 4,535 - - - 4,535 Other assets - 1,605 3,758 (1,246) 4,117 Investment in subsidiaries 1,404,175 - - (1,404,175) - Total assets $ 1,450,843 $ 1,779,190 $ 61,550 $ (2,049,584) $ 1,241,999 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable $ 7,097 $ 123,238 $ 2,188 $ - $ 132,523 Accrued liabilities 33,102 70,639 11,335 210 115,286 Current deferred income taxes 8,679 - - (8,679) - Line of credit borrowings 50,000 - - - 50,000 Current obligation under capital lease - 591 - - 591 Intercompany payable 628,692 - 7,002 (635,694) - Total current liabilities 727,570 194,468 20,525 (644,163) 298,400 Long-term liabilities: Long-term debt 1,114,288 - - - 1,114,288 Long-term sale-leaseback financing liability - 26,462 - - 26,462 Long-term obligation under capital lease - 2,402 - - 2,402 Lease incentives and other liabilities 5,549 47,182 4,375 - 57,106 Long-term deferred income taxes 1,775 129,258 21 (1,246) 129,808 Total liabilities 1,849,182 399,772 24,921 (645,409) 1,628,466 Total stockholders’ (deficit) equity (398,339) 1,379,418 24,757 (1,404,175) (398,339) Noncontrolling interest - - 11,872 - 11,872 Total liabilities and stockholders’ (deficit) equity $ 1,450,843 $ 1,779,190 $ 61,550 $ (2,049,584) $ 1,241,999 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS AS OF JANUARY 31, 2015 (In thousands) 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 AS OF NOVEMBER 1, 2014 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 2,195 $ 3,236 $ 15,397 $ - $ 20,828 Accounts receivable, net of allowance 687 20,693 1,997 - 23,377 Merchandise inventories - 252,102 7,684 (520) 259,266 Prepaid income taxes 2,029 486 200 - 2,715 Prepaid expenses 4,461 15,164 1,465 - 21,090 Deferred income taxes - 13,745 645 (5,208) 9,182 Intercompany receivable - 542,194 - (542,194) - Total current assets 9,372 847,620 27,388 (547,922) 336,458 Property and equipment, net 12,063 167,676 11,436 - 191,175 Goodwill - 362,022 13,323 - 375,345 Other intangible assets, net - 344,436 393 - 344,829 Deferred financing costs 27,338 - - - 27,338 Other assets 6,992 1,673 9,140 (8,939) 8,866 Investment in subsidiaries 1,362,644 - - (1,362,644) - Total assets $ 1,418,409 $ 1,723,427 $ 61,680 $ (1,919,505) $ 1,284,011 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable $ 17,823 $ 126,192 $ 2,051 $ - $ 146,066 Accrued liabilities 32,221 67,963 8,086 64 108,334 Deferred income taxes 5,150 - 123 (5,273) - Line of credit borrowings 42,000 - - - 42,000 Current obligation under capital lease - 539 - - 539 Intercompany payable 536,282 - 6,431 (542,713) - Total current liabilities 633,476 194,694 16,691 (547,922) 296,939 Long-term liabilities: Long-term debt 1,113,970 - - - 1,113,970 Long-term obligation under capital lease - 2,993 - - 2,993 Lease incentives and other liabilities 4,898 50,056 5,361 - 60,315 Deferred income taxes - 140,076 - (8,939) 131,137 Total liabilities 1,752,344 387,819 22,052 (556,861) 1,605,354 Total stockholders’ (deficit) equity (333,935) 1,335,608 27,036 (1,362,644) (333,935) Noncontrolling interest - - 12,592 - 12,592 Total liabilities and stockholders’ (deficit) equity $ 1,418,409 $ 1,723,427 $ 61,680 $ (1,919,505) $ 1,284,011 |
Condensed Consolidating Statements of Cash Flows | THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE 39 WEEKS ENDED OCTOBER 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 $ (79,390) $ 59,499 $ 5,253 $ (1,700) $ (16,338) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (2,930) (7,461) (2,185) - (12,576) Increase in restricted cash (10,863) - - - (10,863) Decrease in restricted cash 6,328 - - - 6,328 Capital distribution from subsidiary 25,863 - - (25,863) - Increase in related party loan receivable - - (1,741) - (1,741) Proceeds from sale of assets - - 353 - 353 Intercompany transfers 3,470 (48,236) (331) 45,097 - Other - 1 32 - 33 Net cash provided by (used in) investing activities 21,868 (55,696) (3,872) 19,234 (18,466) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers 41,614 (720) 4,203 (45,097) - Proceeds from ABL facility 390,000 - - - 390,000 Payments on ABL facility (373,000) - - - (373,000) Proceeds from sale-leaseback financing liability - 26,750 - - 26,750 Payments on capital lease and sale-leaseback financing liability - (497) - - (497) Payments for deferred financing costs (1,679) (895) - - (2,574) Dividend to The Gymboree Corporation - (27,563) - 27,563 - Dividend payment to parent (11) - - - (11) Net cash provided by (used in) financing activities 56,924 (2,925) 4,203 (17,534) 40,668 Effect of exchange rate fluctuations on cash and cash equivalents - - (107) - (107) Net (decrease) increase in cash and cash equivalents (598) 878 5,477 - 5,757 CASH AND CASH EQUIVALENTS: Beginning of Period 1,689 3,202 13,629 - 18,520 End of Period $ 1,091 $ 4,080 $ 19,106 $ - $ 24,277 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE 39 WEEKS ENDED NOVEMBER 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 $ (58,088) $ 29,216 $ (4,627) $ (3,000) $ (36,499) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (2,403) (17,798) (4,171) - (24,372) Proceeds from sale of shares 3,207 - - (3,207) - Intercompany transfers - (9,490) - 9,490 - Other - 22 (67) - (45) Net cash provided by (used in) investing activities 804 (27,266) (4,238) 6,283 (24,417) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers 2,084 - 7,406 (9,490) - Proceeds from ABL facility 300,000 - - - 300,000 Payments on ABL facility (258,000) - - - (258,000) Payments on capital lease - (373) - - (373) Dividend to The Gymboree Corporation - (3,000) - 3,000 - Dividend payment to Parent (84) - - - (84) Repurchase of shares - - (3,207) 3,207 - Capital contribution received by noncontrolling interest - - 992 - 992 Net cash provided by (used in) financing activities 44,000 (3,373) 5,191 (3,283) 42,535 Effect of exchange rate fluctuations on cash and cash equivalents - - (220) - (220) Net decrease in cash and cash equivalents (13,284) (1,423) (3,894) - (18,601) CASH AND CASH EQUIVALENTS: Beginning of Period 15,479 4,659 19,291 - 39,429 End of Period $ 2,195 $ 3,236 $ 15,397 $ - $ 20,828 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | Jan. 31, 2015 | |
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 | $ 0 |
Liabilities Level 1 into Level 2 transfer amount | 0 | 0 | 0 | 0 | 0 |
Assets Level 2 into Level 1 transfer amount | 0 | 0 | 0 | 0 | 0 |
Liabilities Level 2 into Level 1 transfer amount | 0 | 0 | 0 | 0 | 0 |
Other financial assets measured at fair value | 0 | 0 | 0 | 0 | 0 |
Other financial liabilities measured at fair value | 0 | 0 | 0 | 0 | $ 0 |
Impairment for goodwill | 0 | 0 | |||
Under-Performing Stores | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Impairment charges | 200,000 | 2,000,000 | 200,000 | 5,200,000 | |
Trade names | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Trade names impairment | 0 | 212,600,000 | 0 | 212,600,000 | |
Retail Stores | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Impairment for goodwill | $ 0 | $ 0 | |||
Retail Stores | Gymboree Stores | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Impairment for goodwill | 252,300,000 | 252,300,000 | |||
Retail Stores | Gymboree Outlet Stores | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Impairment for goodwill | 67,200,000 | 67,200,000 | |||
Retail Stores | Crazy 8 Stores | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Impairment for goodwill | $ 59,300,000 | $ 59,300,000 |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 | Nov. 01, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities Fair Value | $ 27 | ||
Assets Fair Value | $ 113 | $ 175 | |
Interest rate caps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets Fair Value | 17 | 41 | |
Forward foreign exchange contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities Fair Value | 27 | ||
Assets Fair Value | 96 | 134 | |
Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities Fair Value | 27 | ||
Assets Fair Value | 113 | 175 | |
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 | 41 | |
Significant Other Observable Inputs (Level 2) | Forward foreign exchange contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities Fair Value | $ 27 | ||
Assets Fair Value | $ 96 | $ 134 |
Estimated Fair Value of Long-Te
Estimated Fair Value of Long-Term Debt (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 | Nov. 01, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount | $ 1,114,288 | $ 1,114,048 | $ 1,113,970 |
Fair Value | 617,942 | 658,700 | 599,100 |
Term Loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount | 768,288 | 768,048 | 767,970 |
Fair Value | 503,762 | 530,680 | 488,380 |
Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount | 346,000 | 346,000 | 346,000 |
Fair Value | $ 114,180 | $ 128,020 | $ 110,720 |
Goodwill Allocated to Reportabl
Goodwill Allocated to Reportable Segments (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Oct. 31, 2015 | Nov. 01, 2014 | Jan. 31, 2015 | |
Goodwill [Line Items] | |||
Goodwill gross | $ 927,266 | $ 927,266 | $ 927,266 |
Accumulated impairment losses | (547,285) | (547,285) | (547,285) |
Effect of exchange rate fluctuations | (6,573) | (4,636) | (6,147) |
Goodwill | 373,408 | 375,345 | 373,834 |
Retail Stores | |||
Goodwill [Line Items] | |||
Goodwill gross | 887,241 | 887,241 | 887,241 |
Accumulated impairment losses | (547,285) | (547,285) | (547,285) |
Effect of exchange rate fluctuations | (6,573) | (4,636) | (6,147) |
Goodwill | 333,383 | 335,320 | 333,809 |
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 and Intangible Asset37
Goodwill and Intangible Assets and Liabilities - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | Jan. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Impairment for goodwill | $ 0 | $ 0 | |||
Operating income (loss) | 14,215,000 | $ (579,154,000) | 12,156,000 | $ (583,862,000) | |
Operating income excluding goodwill and intangible assets impairment charges | 7,500,000 | ||||
Goodwill and intangible asset impairment | 591,396,000 | 591,396,000 | |||
Trade names | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Impairment of indefinite-lived intangible assets | 0 | 212,600,000 | 0 | 212,600,000 | |
Retail Stores | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Impairment for goodwill | $ 0 | $ 0 | |||
Retail Stores | Gymboree Stores | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Impairment for goodwill | 252,300,000 | 252,300,000 | |||
Reporting unit, fair value | $ 499,000,000 | ||||
Reporting unit, carrying value | 474,900,000 | ||||
Retail Stores | Gymboree Stores | Trade names | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Indefinite-lived intangible assets, carrying value | 202,200,000 | ||||
Retail Stores | Gymboree Stores | Trade names | Estimate of Fair Value Measurement | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Indefinite-lived intangible assets, fair value | 231,300,000 | ||||
Retail Stores | Gymboree Outlet Stores | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Impairment for goodwill | 67,200,000 | 67,200,000 | |||
Reporting unit, fair value | 130,000,000 | ||||
Reporting unit, carrying value | 113,800,000 | ||||
Retail Stores | Gymboree Outlet Stores | Trade names | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Indefinite-lived intangible assets, carrying value | 38,300,000 | ||||
Retail Stores | Gymboree Outlet Stores | Trade names | Estimate of Fair Value Measurement | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Indefinite-lived intangible assets, fair value | 40,000,000 | ||||
Retail Stores | Crazy 8 Stores | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Impairment for goodwill | $ 59,300,000 | $ 59,300,000 | |||
Reporting unit, fair value | 110,000,000 | ||||
Reporting unit, carrying value | 96,100,000 | ||||
Retail Stores | Crazy 8 Stores | Trade names | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Indefinite-lived intangible assets, carrying value | 18,500,000 | ||||
Retail Stores | Crazy 8 Stores | Trade names | Estimate of Fair Value Measurement | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Indefinite-lived intangible assets, fair value | 18,800,000 | ||||
Retail Stores | Janie And Jack Shops | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Reporting unit, fair value | 225,000,000 | ||||
Reporting unit, carrying value | 81,500,000 | ||||
Retail Stores | Janie And Jack Shops | Trade names | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Indefinite-lived intangible assets, carrying value | 42,200,000 | ||||
Retail Stores | Janie And Jack Shops | Trade names | Estimate of Fair Value Measurement | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Indefinite-lived intangible assets, fair value | 57,400,000 | ||||
Gymboree Play & Music | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Reporting unit, fair value | 51,000,000 | ||||
Reporting unit, carrying value | 40,800,000 | ||||
Gymboree Play & Music | Trade names | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Indefinite-lived intangible assets, carrying value | 36,200,000 | ||||
Gymboree Play & Music | Trade names | Estimate of Fair Value Measurement | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Indefinite-lived intangible assets, fair value | 42,300,000 | ||||
International Retail Franchise | |||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||
Reporting unit, fair value | 51,000,000 | ||||
Reporting unit, carrying value | $ 27,700,000 |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 | Nov. 01, 2014 |
Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 582,465 | $ 583,681 | $ 622,732 |
Accumulated amortization | (11,280) | (10,529) | (48,303) |
Accumulated impairment | (229,600) | (229,600) | (229,600) |
Net Amount | 341,585 | 343,552 | 344,829 |
Intangible Assets Not Subject to Amortization | Trade names | |||
Intangible Assets [Line Items] | |||
Gross carrying amount | 567,012 | 567,012 | 567,494 |
Accumulated impairment | (229,600) | (229,600) | (229,600) |
Net amount | 337,412 | 337,412 | 337,894 |
Intangible Assets Subject to Amortization | |||
Intangible Assets [Line Items] | |||
Gross carrying amount | 15,453 | 16,669 | 55,238 |
Accumulated amortization | (11,280) | (10,529) | (48,303) |
Net amount | 4,173 | 6,140 | 6,935 |
Intangible Assets Subject to Amortization | Customer relationships | |||
Intangible Assets [Line Items] | |||
Gross carrying amount | 770 | 37,551 | |
Accumulated amortization | (605) | (37,248) | |
Net amount | 165 | 303 | |
Intangible Assets Subject to Amortization | Below Market Leases | |||
Intangible Assets [Line Items] | |||
Gross carrying amount | 4,828 | 5,274 | 7,055 |
Accumulated amortization | (3,685) | (3,486) | (4,995) |
Net amount | 1,143 | 1,788 | 2,060 |
Intangible Assets Subject to Amortization | Co-branded credit card agreement | |||
Intangible Assets [Line Items] | |||
Gross carrying amount | 4,000 | 4,000 | 4,000 |
Accumulated amortization | (3,035) | (2,573) | (2,419) |
Net amount | 965 | 1,427 | 1,581 |
Intangible Assets Subject to Amortization | Franchise agreements and reacquired franchise rights | |||
Intangible Assets [Line Items] | |||
Gross carrying amount | 6,625 | 6,625 | 6,632 |
Accumulated amortization | (4,560) | (3,865) | (3,641) |
Net amount | $ 2,065 | $ 2,760 | $ 2,991 |
Intangible Liabilities (Detail)
Intangible Liabilities (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 | Nov. 01, 2014 |
Intangible Liabilities [Line Items] | |||
Gross carrying amount | $ (11,033) | $ (11,400) | $ (16,631) |
Accumulated amount | 7,619 | 6,795 | 11,517 |
Net amount | $ (3,414) | $ (4,605) | $ (5,114) |
Net Amortization Expense or Inc
Net Amortization Expense or Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Cost of Goods Sold | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization income (expense) | $ 198 | $ 237 | $ 546 | $ 724 |
Selling, General and Administrative Expenses | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization income (expense) | $ (385) | $ (514) | $ (1,322) | $ (1,595) |
Line of Credit - Additional Inf
Line of Credit - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | Jan. 31, 2015 | |
Line of Credit Facility [Line Items] | |||||
Line of credit, outstanding | $ 50,000,000 | $ 42,000,000 | $ 50,000,000 | $ 42,000,000 | $ 33,000,000 |
Senior Secured Asset Based Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Number of revised maturity days | 60 days | ||||
Asset-based lending, borrowing capacity | 225,000,000 | $ 225,000,000 | |||
Line of credit, outstanding | 50,000,000 | 42,000,000 | 50,000,000 | 42,000,000 | 33,000,000 |
Letter of credit, outstanding | 142,300,000 | 142,300,000 | |||
Line of credit, remaining borrowing capacity | 32,700,000 | 32,700,000 | |||
Line of credit, average borrowing | $ 76,000,000 | $ 48,500,000 | $ 62,700,000 | $ 28,900,000 | $ 32,000,000 |
Line of credit, Principal amounts outstanding due date | Sep. 24, 2020 | ||||
Line of credit, commitment fee | 0.375% | ||||
Senior Secured Asset Based Revolving Credit Facility | Interest rate on $6.0 million of line of credit borrowings outstanding | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit, outstanding | $ 6,000,000 | $ 6,000,000 | |||
Line of credit, effective interest rate | 3.40% | 3.40% | |||
Senior Secured Asset Based Revolving Credit Facility | Interest rate on $35.0 million of line of credit borrowings outstanding | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit, outstanding | $ 35,000,000 | $ 35,000,000 | |||
Line of credit, effective interest rate | 1.90% | 1.90% | |||
Senior Secured Asset Based Revolving Credit Facility | Interest rate on $9.0 million of line of credit borrowings outstanding | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit, outstanding | $ 9,000,000 | $ 9,000,000 | |||
Line of credit, effective interest rate | 4.00% | 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] | |||||
Long-term debt, allowed additional tranches of loan | $ 75,000,000 | ||||
Line of credit facility, borrowing base reserves | $ 25,000,000 | 25,000,000 | |||
Line of credit, additional commitments | 125,000,000 | 125,000,000 | |||
Term Loan | |||||
Line of Credit Facility [Line Items] | |||||
Asset-based lending, borrowing capacity | $ 75,000,000 | $ 75,000,000 |
Long-Term Debt (Detail)
Long-Term Debt (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 | Nov. 01, 2014 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 1,114,288 | $ 1,114,048 | $ 1,113,970 |
Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt | 768,288 | 768,048 | 767,970 |
Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 346,000 | $ 346,000 | $ 346,000 |
Long-Term Debt (Parenthetical)
Long-Term Debt (Parenthetical) (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Oct. 31, 2015 | Nov. 01, 2014 | Jan. 31, 2015 | |
Term Loan | |||
Debt Instrument [Line Items] | |||
London interbank offering rate floor | 1.50% | 1.50% | 1.50% |
Term loan, discount | $ 814 | $ 1,133 | $ 1,054 |
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% | 3.50% |
Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt, due date | 2018-12 | 2018-12 | 2018-12 |
Long-term debt, interest rate | 9.125% | 9.125% | 9.125% |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | Jan. 31, 2015 | |
Debt Instrument [Line Items] | ||||||
Long-term debt and borrowings, interest expense | $ 21,906,000 | $ 20,768,000 | $ 64,613,000 | $ 61,597,000 | ||
Deferred financing costs, weighted-average remaining amortization period | 2 years 6 months | |||||
Deferred financing costs, amortization expense | 1,900,000 | $ 1,700,000 | $ 5,500,000 | $ 5,100,000 | ||
ABL | ||||||
Debt Instrument [Line Items] | ||||||
Deferred financing costs, amortization period | 2 years 3 months 18 days | |||||
Deferred financing costs, weighted-average remaining amortization period | 2 years 6 months | |||||
Sale And Leaseback Liability | ||||||
Debt Instrument [Line Items] | ||||||
Deferred financing costs, amortization period | 10 years | |||||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, amount | $ 820,000,000 | $ 820,000,000 | ||||
Long-term debt, due date | 2018-02 | |||||
London interbank offering rate floor | 1.50% | 1.50% | 1.50% | 1.50% | 1.50% | |
Interest rate under term loan | 5.00% | 5.00% | ||||
Long-term debt, payment percentage | 0.25% | 0.25% | ||||
Senior secured term loan facility, discount | $ 814,000 | $ 1,133,000 | $ 814,000 | $ 1,133,000 | $ 1,054,000 | |
Deferred financing costs, weighted-average remaining amortization period | 2 years 6 months | |||||
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% | 3.50% | |||
Term Loan | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, allowed additional tranches of loan | $ 200,000,000 | |||||
Notes | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, amount | $ 400,000,000 | $ 400,000,000 | ||||
Long-term debt, due date | 2018-12 | 2018-12 | 2018-12 | |||
Long-term debt, interest rate | 9.125% | 9.125% | 9.125% | 9.125% | 9.125% | |
Long-term debt, redemption price | 100.00% | |||||
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 and borrowings, interest expense | $ 21,400,000 | $ 20,600,000 | $ 63,500,000 | $ 61,200,000 |
Schedule of Redemption Prices (
Schedule of Redemption Prices (Detail) - Notes | 9 Months Ended |
Oct. 31, 2015 | |
Debt Instrument [Line Items] | |
2,014 | 104.563% |
2,015 | 102.281% |
2016 and thereafter | 100.00% |
Scheduled Future Minimum Princi
Scheduled Future Minimum Principal Payments on Long-Term Debt, Excluding Accretion of Original Issue Discount (Detail) $ in Thousands | Oct. 31, 2015USD ($) |
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 |
Sale-leaseback of Dixon Distr47
Sale-leaseback of Dixon Distribution Center - Additional Information (Detail) - USD ($) $ in Thousands | May. 05, 2015 | Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 |
Sale Leaseback Transaction [Line Items] | |||||
Net proceeds from sale and leaseback agreement | $ 26,750 | ||||
Restricted cash | $ 4,535 | 4,535 | |||
Payments related to sale-leaseback financing liability | 500 | 900 | |||
Interest expense | 21,906 | $ 20,768 | 64,613 | $ 61,597 | |
Sale And Leaseback Transaction | |||||
Sale Leaseback Transaction [Line Items] | |||||
Gross proceeds from sale and leaseback agreement | $ 26,800 | ||||
Closing cost of sale and leaseback agreement | 900 | ||||
Net proceeds from sale and leaseback agreement | $ 25,900 | ||||
Sale and leaseback agreement lease period | 15 years | ||||
Unconditional irrevocable letter of credit needs to be maintained | 3,500 | 3,500 | |||
Interest expense | $ 400 | $ 800 | |||
Sale And Leaseback Transaction | Maximum | |||||
Sale Leaseback Transaction [Line Items] | |||||
Line of credit facility restricted period | 10 years | ||||
Sale And Leaseback Transaction | Capital Expenditure | |||||
Sale Leaseback Transaction [Line Items] | |||||
Net proceeds from sale and leaseback agreement | $ 10,900 | $ 6,300 |
Future Payments on Sale-Leaseba
Future Payments on Sale-Leaseback Financing Liability, Excluding Renewals (Detail) $ in Thousands | Oct. 31, 2015USD ($) |
Sale Leaseback Transaction [Line Items] | |
Remainder of 2015 | $ 446 |
2,016 | 1,800 |
2,017 | 1,822 |
2,018 | 1,845 |
2,019 | 1,868 |
2,020 | 1,891 |
Thereafter | 31,367 |
Total payments | 41,039 |
Less amount representing interest | (14,377) |
Total sale-leaseback financing liability | 26,662 |
Less current portion of sale-leaseback financing liability - included in accrued liabilities | (200) |
Long-term portion of sale-leaseback financing liability | 26,462 |
Total sale-leaseback financing liability | $ 26,662 |
Derivative Financial Instrume49
Derivative Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2010 | Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Derivative [Line Items] | |||||
Forward exchange contracts term | 1 year | ||||
Amount of Gain / (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | $ (992) | $ (469) | $ (2,532) | $ (1,112) | |
Term Loan | |||||
Derivative [Line Items] | |||||
Long-term debt, amount | 820,000 | 820,000 | |||
Derivatives | |||||
Derivative [Line Items] | |||||
Interest rate caps, maturity date | Dec. 23, 2016 | ||||
Payment for interest rate caps hedging | $ 12,100 | ||||
Reclassified from accumulated other comprehensive loss to interest expense within the next 12 months | 5,000 | ||||
Derivatives | Term Loan | |||||
Derivative [Line Items] | |||||
Long-term debt, amount | $ 700,000 | ||||
Derivatives | Interest Expense | |||||
Derivative [Line Items] | |||||
Amount of Gain / (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | $ 1,000 | $ 500 | $ 2,700 | $ 1,400 |
Outstanding Derivatives Designa
Outstanding Derivatives Designated as Cash Flow Hedges (Detail) - Designated as Hedging Instrument $ in Thousands | Oct. 31, 2015USD ($)Derivative | Jan. 31, 2015USD ($)Derivative | Nov. 01, 2014USD ($)Derivative |
Derivative [Line Items] | |||
Number of derivative instruments | Derivative | 7 | 10 | 7 |
Notional | $ | $ 704,468 | $ 704,633 | $ 704,682 |
Interest rate derivatives | Interest rate caps | |||
Derivative [Line Items] | |||
Number of interest rate derivative instruments | Derivative | 4 | 4 | 4 |
Notional | $ | $ 700,000 | $ 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 | Derivative | 3 | 6 | 3 |
Notional | $ | $ 4,468 | $ 4,633 | $ 4,682 |
Fair Value of Derivative Financ
Fair Value of Derivative Financial Instruments (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 | Nov. 01, 2014 |
Derivatives, Fair Value [Line Items] | |||
Derivative Assets | $ 113 | $ 175 | |
Derivative Liabilities | $ 27 | ||
Foreign exchange derivatives | Forward foreign exchange contracts | Other Assets | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Assets | 96 | 134 | |
Interest rate derivatives | Interest rate caps | Other Assets | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Assets | $ 17 | $ 41 |
Effect of Derivative Financial
Effect of Derivative Financial Instruments on Condensed Consolidated Statements of Operations and Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains / (Losses) Recognized in OCI on Derivative (Effective Portion) | $ (23) | $ 180 | $ (51) | $ (449) |
Gains / (Losses) Reclassified from Accumulated OCI into Income (Effective Portion) | (992) | (469) | (2,532) | (1,112) |
Interest rate derivatives | Interest rate caps | Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains / (Losses) Recognized in OCI on Derivative (Effective Portion) | (1) | (1) | (17) | (558) |
Gains / (Losses) Reclassified from Accumulated OCI into Income (Effective Portion) | (1,044) | (509) | (2,737) | (1,441) |
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) | (22) | 181 | (34) | 109 |
Gains / (Losses) Reclassified from Accumulated OCI into Income (Effective Portion) | $ 52 | $ 40 | $ 205 | $ 329 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 800 | $ 1,100 | $ 2,665 | $ 3,389 |
Incremental share based compensation expense related to a modification of employee stock options | $ 1,000 | |||
Unrecognized compensation cost, weighted average recognition period | 4 years | |||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Incremental share based compensation expense related to a modification of employee stock options | $ 200 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | Oct. 31, 2015 | Jan. 31, 2015 | Nov. 01, 2014 |
Income Taxes [Line Items] | |||
Unrecognized tax benefits | $ 7.4 | $ 5.6 | $ 6.9 |
Unrecognized tax benefits decrease during next twelve months | 0.3 | ||
Valuation allowance | $ 79.3 | $ 58.6 | $ 52.4 |
Components of Accumulated OCI,
Components of Accumulated OCI, net of Taxes (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Aug. 01, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | Feb. 01, 2014 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Foreign currency translation | $ (7,803) | $ (7,043) | $ (4,288) | |||
Accumulated changes in fair value of derivative financial instruments, net of tax benefit of $3,074, $3,982 and $3,855 | (2,615) | (4,188) | (4,967) | |||
Total accumulated other comprehensive loss | $ (10,418) | $ (10,983) | $ (11,231) | $ (9,255) | $ (4,711) | $ (4,880) |
Components of Accumulated OCI56
Components of Accumulated OCI, net of Taxes (Parenthetical) (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 | Nov. 01, 2014 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated changes in fair value of derivative financial instruments, tax benefit | $ 3,074 | $ 3,982 | $ 3,855 |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income Balance by Component (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | $ (10,983) | $ (4,711) | $ (11,231) | $ (4,880) |
Other comprehensive (loss) income recognized before reclassifications | (265) | (4,760) | (954) | (5,539) |
Amounts reclassified from accumulated other comprehensive (loss) income to earnings | 992 | 469 | 2,532 | 1,112 |
Tax expense | (359) | (127) | (908) | (127) |
Total other comprehensive income (loss) | 368 | (4,418) | 670 | (4,554) |
Other comprehensive loss (income) attributable to noncontrolling interest | 197 | (126) | 143 | 179 |
Ending balance | (10,418) | (9,255) | (10,418) | (9,255) |
Derivatives | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (3,225) | (5,489) | (4,188) | (5,503) |
Other comprehensive (loss) income recognized before reclassifications | (23) | 180 | (51) | (449) |
Amounts reclassified from accumulated other comprehensive (loss) income to earnings | 992 | 469 | 2,532 | 1,112 |
Tax expense | (359) | (127) | (908) | (127) |
Total other comprehensive income (loss) | 610 | 522 | 1,573 | 536 |
Ending balance | (2,615) | (4,967) | (2,615) | (4,967) |
Foreign Currency | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (7,758) | 778 | (7,043) | 623 |
Other comprehensive (loss) income recognized before reclassifications | (242) | (4,940) | (903) | (5,090) |
Total other comprehensive income (loss) | (242) | (4,940) | (903) | (5,090) |
Other comprehensive loss (income) attributable to noncontrolling interest | 197 | (126) | 143 | 179 |
Ending balance | $ (7,803) | $ (4,288) | $ (7,803) | $ (4,288) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Oct. 31, 2015 | May. 03, 2015 | Nov. 01, 2014 | Oct. 31, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2014 | Sep. 30, 2015 | Jan. 31, 2015 | |
VIEs | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related parties, non current | $ 1,700,000 | ||||||||
Interest-bearing, rate | 10.00% | ||||||||
Bain Capital Partners Llc | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payment for management service fee and reimbursement of out-of-pocket expenses | $ 500,000 | $ 700,000 | $ 2,300,000 | $ 2,300,000 | |||||
Payable to related parties | 1,400,000 | 200,000 | 1,400,000 | 200,000 | $ 200,000 | ||||
Bain Capital Partners Llc | VIEs | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payment for management service fee and reimbursement of out-of-pocket expenses | 100,000 | 100,000 | 400,000 | 400,000 | |||||
Payable to related parties | 100,000 | 0 | 100,000 | 0 | 100,000 | ||||
LogicSource | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payable to related parties | 200,000 | 200,000 | 200,000 | 200,000 | 300,000 | ||||
Purchased services | 400,000 | 500,000 | 1,200,000 | 1,400,000 | |||||
Burlington Stores Inc | |||||||||
Related Party Transaction [Line Items] | |||||||||
Inventory sold | $ 1,300,000 | $ 0 | $ 0 | ||||||
Giraffe Holding, Inc | |||||||||
Related Party Transaction [Line Items] | |||||||||
Receivable from related parties | 300,000 | 0 | 300,000 | 0 | 200,000 | ||||
Gymboree Investment Holding Gp Limited | VIEs | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payable to related parties | 1,100,000 | 1,100,000 | 1,100,000 | 1,100,000 | 1,100,000 | ||||
Gymboree Hong Kong Limited | VIEs | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payable to related parties | $ 400,000 | $ 400,000 | $ 400,000 | $ 400,000 | $ 400,000 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 9 Months Ended |
Oct. 31, 2015SegmentBrand | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | Segment | 4 |
Retail Stores | |
Segment Reporting Information [Line Items] | |
Number of operating segments | Brand | 4 |
Net Retail Sales of Retail Stor
Net Retail Sales of Retail Stores Segment and VIE (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | ||
Segment Reporting Information [Line Items] | |||||
Reportable segment, sales | $ 305,441 | $ 316,819 | $ 854,975 | $ 853,132 | |
Balance Before Consolidation of VIEs | |||||
Segment Reporting Information [Line Items] | |||||
Reportable segment, sales | 297,895 | 312,258 | 832,928 | 840,794 | |
VIEs | |||||
Segment Reporting Information [Line Items] | |||||
Reportable segment, sales | 9,917 | 6,055 | 29,609 | 17,705 | |
Retail Stores | |||||
Segment Reporting Information [Line Items] | |||||
Reportable segment, sales | 289,653 | 304,265 | 808,376 | 816,765 | |
Retail Stores | Balance Before Consolidation of VIEs | |||||
Segment Reporting Information [Line Items] | |||||
Reportable segment, sales | 287,848 | 303,166 | 803,081 | 812,887 | |
Retail Stores | Balance Before Consolidation of VIEs | Gymboree Retail and Gymboree Outlet | |||||
Segment Reporting Information [Line Items] | |||||
Reportable segment, sales | [1] | 186,423 | 202,558 | 508,390 | 531,152 |
Retail Stores | Balance Before Consolidation of VIEs | Janie And Jack Shops | |||||
Segment Reporting Information [Line Items] | |||||
Reportable segment, sales | 33,600 | 32,242 | 101,251 | 93,144 | |
Retail Stores | Balance Before Consolidation of VIEs | Crazy 8 Stores | |||||
Segment Reporting Information [Line Items] | |||||
Reportable segment, sales | 67,825 | 68,366 | 193,440 | 188,591 | |
Retail Stores | VIEs | |||||
Segment Reporting Information [Line Items] | |||||
Reportable segment, sales | $ 1,805 | $ 1,099 | $ 5,295 | $ 3,878 | |
[1] | This includes the net retail sales for Gymboree Retail and Gymboree Outlet operating segments. |
Financial Data of Each Reportab
Financial Data of Each Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | Jan. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||
Reportable segment, sales | $ 305,441 | $ 316,819 | $ 854,975 | $ 853,132 | |
Reportable segment, gross profit | 122,781 | 125,921 | 328,798 | 330,643 | |
Reportable segment, Total assets | 1,241,999 | 1,284,011 | 1,241,999 | 1,284,011 | $ 1,187,943 |
VIEs | |||||
Segment Reporting Information [Line Items] | |||||
Reportable segment, sales | 9,917 | 6,055 | 29,609 | 17,705 | |
Reportable segment, Total assets | 25,834 | 21,981 | 25,834 | 21,981 | 21,449 |
Retail Stores | |||||
Segment Reporting Information [Line Items] | |||||
Reportable segment, sales | 289,653 | 304,265 | 808,376 | 816,765 | |
Retail Stores | VIEs | |||||
Segment Reporting Information [Line Items] | |||||
Reportable segment, sales | 1,805 | 1,099 | 5,295 | 3,878 | |
Gymboree Play & Music | |||||
Segment Reporting Information [Line Items] | |||||
Reportable segment, sales | 9,921 | 7,744 | 30,236 | 21,895 | |
International Retail Franchise | |||||
Segment Reporting Information [Line Items] | |||||
Reportable segment, sales | 5,867 | 4,810 | 16,363 | 14,472 | |
Operating Segments | VIEs | |||||
Segment Reporting Information [Line Items] | |||||
Reportable segment, sales | 9,917 | 6,055 | 29,609 | 17,705 | |
Reportable segment, gross profit | 6,830 | 4,494 | 21,464 | 12,831 | |
Reportable segment, Total assets | 25,834 | 21,981 | 25,834 | 21,981 | 21,449 |
Operating Segments | Retail Stores | |||||
Segment Reporting Information [Line Items] | |||||
Reportable segment, sales | 287,848 | 303,166 | 803,081 | 812,887 | |
Reportable segment, gross profit | 111,606 | 116,807 | 294,259 | 304,332 | |
Reportable segment, Total assets | 1,130,599 | 1,175,445 | 1,130,599 | 1,175,445 | 1,078,973 |
Operating Segments | Gymboree Play & Music | |||||
Segment Reporting Information [Line Items] | |||||
Reportable segment, sales | 4,018 | 4,178 | 12,998 | 13,069 | |
Reportable segment, gross profit | 2,824 | 2,878 | 8,921 | 9,662 | |
Reportable segment, Total assets | 59,817 | 59,655 | 59,817 | 59,655 | 60,190 |
Operating Segments | International Retail Franchise | |||||
Segment Reporting Information [Line Items] | |||||
Reportable segment, sales | 6,029 | 4,914 | 16,849 | 14,838 | |
Reportable segment, gross profit | 3,189 | 2,844 | 9,230 | 8,374 | |
Reportable segment, Total assets | 27,710 | 28,252 | 27,710 | 28,252 | 28,886 |
Intersegment elimination | |||||
Segment Reporting Information [Line Items] | |||||
Reportable segment, sales | 2,371 | 1,494 | 7,562 | 5,367 | |
Reportable segment, gross profit | (1,668) | (1,102) | (5,076) | (4,556) | |
Reportable segment, Total assets | (1,961) | (1,322) | (1,961) | (1,322) | $ (1,555) |
Intersegment elimination | Gymboree Play & Music | |||||
Segment Reporting Information [Line Items] | |||||
Reportable segment, sales | 2,209 | 1,390 | 7,076 | 5,001 | |
Intersegment elimination | International Retail Franchise | |||||
Segment Reporting Information [Line Items] | |||||
Reportable segment, sales | $ 162 | $ 104 | $ 486 | $ 366 |
Intersegment Revenues for Each
Intersegment Revenues for Each Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Segment Reporting Information [Line Items] | ||||
Reportable segment, sales | $ 305,441 | $ 316,819 | $ 854,975 | $ 853,132 |
Gymboree Play & Music | ||||
Segment Reporting Information [Line Items] | ||||
Reportable segment, sales | 9,921 | 7,744 | 30,236 | 21,895 |
International Retail Franchise | ||||
Segment Reporting Information [Line Items] | ||||
Reportable segment, sales | 5,867 | 4,810 | 16,363 | 14,472 |
Intersegment elimination | ||||
Segment Reporting Information [Line Items] | ||||
Reportable segment, sales | 2,371 | 1,494 | 7,562 | 5,367 |
Intersegment elimination | Gymboree Play & Music | ||||
Segment Reporting Information [Line Items] | ||||
Reportable segment, sales | 2,209 | 1,390 | 7,076 | 5,001 |
Intersegment elimination | International Retail Franchise | ||||
Segment Reporting Information [Line Items] | ||||
Reportable segment, sales | $ 162 | $ 104 | $ 486 | $ 366 |
Net Sales and Property and Equi
Net Sales and Property and Equipment, Net of Each Geographical Areas (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | Jan. 31, 2015 | |
Geographic Reporting Disclosure [Line Items] | |||||
Net sales | $ 305,441 | $ 316,819 | $ 854,975 | $ 853,132 | |
Property and equipment, net | 166,660 | 191,175 | 166,660 | 191,175 | $ 182,431 |
UNITED STATES | |||||
Geographic Reporting Disclosure [Line Items] | |||||
Net sales | 283,186 | 296,839 | 793,498 | 801,409 | |
Property and equipment, net | 157,288 | 179,982 | 157,288 | 179,982 | 172,378 |
International geographical segment | |||||
Geographic Reporting Disclosure [Line Items] | |||||
Net sales | 22,255 | 19,980 | 61,477 | 51,723 | |
Property and equipment, net | $ 9,372 | $ 11,193 | $ 9,372 | $ 11,193 | $ 10,053 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Detail) - VIEs | 9 Months Ended |
Oct. 31, 2015 | |
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 Con
Impact of VIES on Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Variable Interest Entity [Line Items] | ||||
Net sales | $ 305,441 | $ 316,819 | $ 854,975 | $ 853,132 |
Cost of goods sold, including buying and occupancy expenses | (182,660) | (190,898) | (526,177) | (522,489) |
Selling, general and administrative expenses | (108,566) | (113,679) | (316,642) | (323,109) |
Operating (loss) income | 14,215 | (579,154) | 12,156 | (583,862) |
Other non-operating (expense) income | (22,038) | (20,745) | (64,671) | (61,961) |
(Loss) income before income taxes | (7,823) | (599,899) | (52,515) | (645,823) |
Income tax (expense) benefit | (1,829) | 77,505 | (5,011) | 75,573 |
Net (loss) income | (9,652) | (522,394) | (57,526) | (570,250) |
Net (income) loss attributable to noncontrolling interest | (376) | 319 | (2,089) | 3,591 |
Net loss attributable to The Gymboree Corporation | (10,028) | (522,075) | (59,615) | (566,659) |
Total Selling, General and Administrative Expenses | ||||
Variable Interest Entity [Line Items] | ||||
Selling, general and administrative expenses | (705,075) | (914,505) | ||
Balance Before Consolidation of VIEs | ||||
Variable Interest Entity [Line Items] | ||||
Net sales | 297,895 | 312,258 | 832,928 | 840,794 |
Cost of goods sold, including buying and occupancy expenses | (180,276) | (189,729) | (520,518) | (518,426) |
Selling, general and administrative expenses | (104,633) | (304,330) | ||
Operating (loss) income | 12,986 | (579,325) | 8,080 | (581,327) |
Other non-operating (expense) income | (22,089) | (20,772) | (64,728) | (61,955) |
(Loss) income before income taxes | (9,103) | (600,097) | (56,648) | (643,282) |
Income tax (expense) benefit | (951) | 78,023 | (2,869) | 76,633 |
Net (loss) income | (10,054) | (522,074) | (59,517) | (566,649) |
Net loss attributable to The Gymboree Corporation | (10,054) | (522,074) | (59,517) | (566,649) |
Balance Before Consolidation of VIEs | Total Selling, General and Administrative Expenses | ||||
Variable Interest Entity [Line Items] | ||||
Selling, general and administrative expenses | (701,854) | (903,695) | ||
VIEs | ||||
Variable Interest Entity [Line Items] | ||||
Net sales | 9,917 | 6,055 | 29,609 | 17,705 |
Cost of goods sold, including buying and occupancy expenses | (3,087) | (1,561) | (8,145) | (4,874) |
Selling, general and administrative expenses | (5,627) | (17,290) | ||
Operating (loss) income | 1,203 | 172 | 4,174 | (2,525) |
Other non-operating (expense) income | 51 | 27 | 57 | (6) |
(Loss) income before income taxes | 1,254 | 199 | 4,231 | (2,531) |
Income tax (expense) benefit | (878) | (518) | (2,142) | (1,060) |
Net (loss) income | 376 | (319) | 2,089 | (3,591) |
Net (income) loss attributable to noncontrolling interest | (376) | 319 | (2,089) | 3,591 |
VIEs | Total Selling, General and Administrative Expenses | ||||
Variable Interest Entity [Line Items] | ||||
Selling, general and administrative expenses | (4,322) | (15,356) | ||
VIE Eliminations | ||||
Variable Interest Entity [Line Items] | ||||
Net sales | (2,371) | (1,494) | (7,562) | (5,367) |
Cost of goods sold, including buying and occupancy expenses | 703 | 392 | 2,486 | 811 |
Selling, general and administrative expenses | 1,694 | 4,978 | ||
Operating (loss) income | 26 | (1) | (98) | (10) |
(Loss) income before income taxes | 26 | (1) | (98) | (10) |
Net (loss) income | 26 | (1) | (98) | (10) |
Net loss attributable to The Gymboree Corporation | $ 26 | (1) | $ (98) | (10) |
VIE Eliminations | Total Selling, General and Administrative Expenses | ||||
Variable Interest Entity [Line Items] | ||||
Selling, general and administrative expenses | $ 1,101 | $ 4,546 |
Impact of VIES on Condensed C66
Impact of VIES on Condensed Consolidated Balance sheets (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | Feb. 01, 2014 |
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | $ 24,277 | $ 18,520 | $ 20,828 | $ 39,429 |
Other current assets | 304,928 | 239,829 | 315,630 | |
Total current assets | 329,205 | 258,349 | 336,458 | |
Non-current assets | 912,794 | 929,594 | 947,553 | |
Total assets | 1,241,999 | 1,187,943 | 1,284,011 | |
Current liabilities | 298,400 | 215,389 | 296,939 | |
Non-current liabilities | 1,330,066 | 1,304,819 | 1,308,415 | |
Total liabilities | 1,628,466 | 1,520,208 | 1,605,354 | |
Total stockholders' deficit | (398,339) | (342,191) | (333,935) | |
Noncontrolling interest | 11,872 | 9,926 | 12,592 | |
Total liabilities and stockholders' deficit | 1,241,999 | 1,187,943 | 1,284,011 | |
Balance Before Consolidation of VIEs | ||||
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | 16,187 | 8,559 | 10,653 | |
Other current assets | 293,776 | 235,123 | 310,491 | |
Total current assets | 309,963 | 243,682 | 321,144 | |
Non-current assets | 908,163 | 924,367 | 942,208 | |
Total assets | 1,218,126 | 1,168,049 | 1,263,352 | |
Current liabilities | 286,632 | 205,674 | 289,155 | |
Non-current liabilities | 1,329,555 | 1,304,384 | 1,307,985 | |
Total liabilities | 1,616,187 | 1,510,058 | 1,597,140 | |
Total stockholders' deficit | (398,061) | (342,009) | (333,788) | |
Total liabilities and stockholders' deficit | 1,218,126 | 1,168,049 | 1,263,352 | |
VIEs | ||||
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | 8,090 | 9,961 | 10,175 | |
Other current assets | 13,113 | 6,261 | 6,461 | |
Total current assets | 21,203 | 16,222 | 16,636 | |
Non-current assets | 4,631 | 5,227 | 5,345 | |
Total assets | 25,834 | 21,449 | 21,981 | |
Current liabilities | 13,451 | 11,088 | 8,959 | |
Non-current liabilities | 511 | 435 | 430 | |
Total liabilities | 13,962 | 11,523 | 9,389 | |
Noncontrolling interest | 11,872 | 9,926 | 12,592 | |
Total liabilities and stockholders' deficit | 25,834 | 21,449 | 21,981 | |
VIE Eliminations | ||||
Variable Interest Entity [Line Items] | ||||
Other current assets | (1,961) | (1,555) | (1,322) | |
Total current assets | (1,961) | (1,555) | (1,322) | |
Total assets | (1,961) | (1,555) | (1,322) | |
Current liabilities | (1,683) | (1,373) | (1,175) | |
Total liabilities | (1,683) | (1,373) | (1,175) | |
Total stockholders' deficit | (278) | (182) | (147) | |
Total liabilities and stockholders' deficit | $ (1,961) | $ (1,555) | $ (1,322) |
Condensed Guarantor Data - Addi
Condensed Guarantor Data - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Nov. 01, 2014 | Aug. 02, 2014 | May. 03, 2014 | Nov. 01, 2014 | Oct. 31, 2015 | |
Condensed Financial Statements, Captions [Line Items] | |||||
Domestic subsidiaries, ownership percentage | 100.00% | ||||
Non-Guarantor Subsidiaries | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Issuance of common stock in non-cash investing and financing activity | $ 18,500 | ||||
Repurchase of shares | $ 3,000 | $ 3,200 | $ 3,207 | ||
Non-Guarantor Subsidiaries | Business Operations | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Issuance of common stock in non-cash investing and financing activity | 15,300 | ||||
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 |
Condensed Consolidating Stateme
Condensed Consolidating Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Net sales: | ||||
Net sales | $ 305,441 | $ 316,819 | $ 854,975 | $ 853,132 |
Cost of goods sold, including buying and occupancy expenses | (182,660) | (190,898) | (526,177) | (522,489) |
Gross profit | 122,781 | 125,921 | 328,798 | 330,643 |
Selling, general and administrative expenses | (108,566) | (113,679) | (316,642) | (323,109) |
Goodwill and intangible asset impairment | (591,396) | (591,396) | ||
Operating (loss) income | 14,215 | (579,154) | 12,156 | (583,862) |
Interest income | 38 | 42 | 80 | 157 |
Interest expense | (21,906) | (20,768) | (64,613) | (61,597) |
Other (expense) income, net | (170) | (19) | (138) | (521) |
(Loss) income before income taxes | (7,823) | (599,899) | (52,515) | (645,823) |
Income tax benefit (expense) | (1,829) | 77,505 | (5,011) | 75,573 |
Net (loss) income | (9,652) | (522,394) | (57,526) | (570,250) |
Net (income) loss attributable to noncontrolling interest | (376) | 319 | (2,089) | 3,591 |
Net (loss) income attributable to The Gymboree Corporation | (10,028) | (522,075) | (59,615) | (566,659) |
Retail Stores | ||||
Net sales: | ||||
Net sales | 289,653 | 304,265 | 808,376 | 816,765 |
Gymboree Play & Music | ||||
Net sales: | ||||
Net sales | 9,921 | 7,744 | 30,236 | 21,895 |
International Retail Franchise | ||||
Net sales: | ||||
Net sales | 5,867 | 4,810 | 16,363 | 14,472 |
The Gymboree Corporation | ||||
Net sales: | ||||
Net sales | 16,613 | 18,896 | 47,844 | 47,910 |
Cost of goods sold, including buying and occupancy expenses | (2,156) | (2,258) | (6,469) | (5,160) |
Gross profit | 14,457 | 16,638 | 41,375 | 42,750 |
Selling, general and administrative expenses | (22,809) | (17,956) | (76,270) | (48,003) |
Operating (loss) income | (8,352) | (1,318) | (34,895) | (5,253) |
Interest income | 2 | 4 | 1 | |
Interest expense | (21,417) | (20,568) | (63,573) | (61,224) |
Other (expense) income, net | (187) | (48) | (186) | (480) |
(Loss) income before income taxes | (29,954) | (21,934) | (98,650) | (66,956) |
Income tax benefit (expense) | 7,922 | 8,306 | 14,927 | 15,677 |
Equity in earnings of affiliates, net of tax | 12,004 | (508,447) | 24,108 | (515,380) |
Net (loss) income | (10,028) | (522,075) | (59,615) | (566,659) |
Net (loss) income attributable to The Gymboree Corporation | (10,028) | (522,075) | (59,615) | (566,659) |
The Gymboree Corporation | Retail Stores | ||||
Net sales: | ||||
Net sales | 375 | 647 | 2,108 | 1,278 |
The Gymboree Corporation | Intercompany revenue | ||||
Net sales: | ||||
Net sales | 16,238 | 18,249 | 45,736 | 46,632 |
Guarantor Subsidiaries | ||||
Net sales: | ||||
Net sales | 300,431 | 305,591 | 847,108 | 823,577 |
Cost of goods sold, including buying and occupancy expenses | (177,148) | (185,288) | (508,205) | (506,120) |
Gross profit | 123,283 | 120,303 | 338,903 | 317,457 |
Selling, general and administrative expenses | (102,199) | (106,741) | (296,717) | (299,394) |
Goodwill and intangible asset impairment | (572,422) | (572,422) | ||
Operating (loss) income | 21,084 | (558,860) | 42,186 | (554,359) |
Interest income | 7 | 7 | 54 | |
Interest expense | (489) | (200) | (1,040) | (373) |
Other (expense) income, net | (1) | 31 | 50 | 31 |
(Loss) income before income taxes | 20,594 | (559,022) | 41,203 | (554,647) |
Income tax benefit (expense) | (8,847) | 70,407 | (17,258) | 62,141 |
Net (loss) income | 11,747 | (488,615) | 23,945 | (492,506) |
Net (loss) income attributable to The Gymboree Corporation | 11,747 | (488,615) | 23,945 | (492,506) |
Guarantor Subsidiaries | Retail Stores | ||||
Net sales: | ||||
Net sales | 283,017 | 296,195 | 787,442 | 794,856 |
Guarantor Subsidiaries | Gymboree Play & Music | ||||
Net sales: | ||||
Net sales | 1,809 | 2,786 | 5,920 | 8,067 |
Guarantor Subsidiaries | International Retail Franchise | ||||
Net sales: | ||||
Net sales | 5,867 | 4,810 | 16,363 | 14,472 |
Guarantor Subsidiaries | Intercompany revenue | ||||
Net sales: | ||||
Net sales | 9,738 | 1,800 | 37,383 | 6,182 |
Non-Guarantor Subsidiaries | ||||
Net sales: | ||||
Net sales | 23,394 | 20,419 | 67,542 | 53,193 |
Cost of goods sold, including buying and occupancy expenses | (12,425) | (11,736) | (34,028) | (30,661) |
Gross profit | 10,969 | 8,683 | 33,514 | 22,532 |
Selling, general and administrative expenses | (9,433) | (8,657) | (28,467) | (27,768) |
Goodwill and intangible asset impairment | (18,974) | (18,974) | ||
Operating (loss) income | 1,536 | (18,948) | 5,047 | (24,210) |
Interest income | 36 | 39 | 69 | 147 |
Interest expense | (4) | (45) | ||
Other (expense) income, net | 18 | (2) | (2) | (72) |
(Loss) income before income taxes | 1,590 | (18,915) | 5,114 | (24,180) |
Income tax benefit (expense) | (904) | (1,208) | (2,680) | (2,245) |
Net (loss) income | 686 | (20,123) | 2,434 | (26,425) |
Net (income) loss attributable to noncontrolling interest | (376) | 319 | (2,089) | 3,591 |
Net (loss) income attributable to The Gymboree Corporation | 310 | (19,804) | 345 | (22,834) |
Non-Guarantor Subsidiaries | Retail Stores | ||||
Net sales: | ||||
Net sales | 14,723 | 15,461 | 39,001 | 39,365 |
Non-Guarantor Subsidiaries | Gymboree Play & Music | ||||
Net sales: | ||||
Net sales | 8,112 | 4,958 | 24,316 | 13,828 |
Non-Guarantor Subsidiaries | Intercompany revenue | ||||
Net sales: | ||||
Net sales | 559 | 4,225 | ||
Eliminations | ||||
Net sales: | ||||
Net sales | (34,997) | (28,087) | (107,519) | (71,548) |
Cost of goods sold, including buying and occupancy expenses | 9,069 | 8,384 | 22,525 | 19,452 |
Gross profit | (25,928) | (19,703) | (84,994) | (52,096) |
Selling, general and administrative expenses | 25,875 | 19,675 | 84,812 | 52,056 |
Operating (loss) income | (53) | (28) | (182) | (40) |
Interest income | (4) | (45) | ||
Interest expense | 4 | 45 | ||
(Loss) income before income taxes | (53) | (28) | (182) | (40) |
Equity in earnings of affiliates, net of tax | (12,004) | 508,447 | (24,108) | 515,380 |
Net (loss) income | (12,057) | 508,419 | (24,290) | 515,340 |
Net (loss) income attributable to The Gymboree Corporation | (12,057) | 508,419 | (24,290) | 515,340 |
Eliminations | Retail Stores | ||||
Net sales: | ||||
Net sales | (8,462) | (8,038) | (20,175) | (18,734) |
Eliminations | Intercompany revenue | ||||
Net sales: | ||||
Net sales | $ (26,535) | $ (20,049) | $ (87,344) | $ (52,814) |
Condensed Consolidating State69
Condensed Consolidating Statements of Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Net (loss) income | $ (9,652) | $ (522,394) | $ (57,526) | $ (570,250) |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustments | (242) | (4,940) | (903) | (5,090) |
Unrealized net gain (loss) on cash flow hedges, net of tax expense of $127 | 610 | 522 | 1,573 | 536 |
Total other comprehensive income (loss), net of tax | 368 | (4,418) | 670 | (4,554) |
Comprehensive (loss) income | (9,284) | (526,812) | (56,856) | (574,804) |
Comprehensive (income) loss attributable to noncontrolling interest | (179) | 193 | (1,946) | 3,770 |
Comprehensive (loss) income attributable to The Gymboree Corporation | (9,463) | (526,619) | (58,802) | (571,034) |
The Gymboree Corporation | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net (loss) income | (10,028) | (522,075) | (59,615) | (566,659) |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustments | (44) | (5,066) | (759) | (4,911) |
Unrealized net gain (loss) on cash flow hedges, net of tax expense of $127 | 609 | 522 | 1,572 | 536 |
Total other comprehensive income (loss), net of tax | 565 | (4,544) | 813 | (4,375) |
Comprehensive (loss) income | (9,463) | (526,619) | (58,802) | (571,034) |
Comprehensive (loss) income attributable to The Gymboree Corporation | (9,463) | (526,619) | (58,802) | (571,034) |
Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net (loss) income | 11,747 | (488,615) | 23,945 | (492,506) |
Other comprehensive (loss) income, net of tax: | ||||
Comprehensive (loss) income | 11,747 | (488,615) | 23,945 | (492,506) |
Comprehensive (loss) income attributable to The Gymboree Corporation | 11,747 | (488,615) | 23,945 | (492,506) |
Non-Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net (loss) income | 686 | (20,123) | 2,434 | (26,425) |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustments | (232) | (4,945) | (904) | (5,065) |
Unrealized net gain (loss) on cash flow hedges, net of tax expense of $127 | (72) | 142 | (237) | (219) |
Total other comprehensive income (loss), net of tax | (304) | (4,803) | (1,141) | (5,284) |
Comprehensive (loss) income | 382 | (24,926) | 1,293 | (31,709) |
Comprehensive (income) loss attributable to noncontrolling interest | (179) | 193 | (1,946) | 3,770 |
Comprehensive (loss) income attributable to The Gymboree Corporation | 203 | (24,733) | (653) | (27,939) |
Eliminations | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net (loss) income | (12,057) | 508,419 | (24,290) | 515,340 |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustments | 34 | 5,071 | 760 | 4,886 |
Unrealized net gain (loss) on cash flow hedges, net of tax expense of $127 | 73 | (142) | 238 | 219 |
Total other comprehensive income (loss), net of tax | 107 | 4,929 | 998 | 5,105 |
Comprehensive (loss) income | (11,950) | 513,348 | (23,292) | 520,445 |
Comprehensive (loss) income attributable to The Gymboree Corporation | $ (11,950) | $ 513,348 | $ (23,292) | $ 520,445 |
Condensed Consolidating State70
Condensed Consolidating Statements of Comprehensive Loss (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Unrealized net gain (loss) on cash flow hedges, tax (expense) benefit | $ 359 | $ 127 | $ 908 | $ 127 |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheets (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | Feb. 01, 2014 |
Current assets: | ||||
Cash and cash equivalents | $ 24,277 | $ 18,520 | $ 20,828 | $ 39,429 |
Accounts receivable, net of allowance | 22,487 | 25,248 | 23,377 | |
Merchandise inventories | 265,409 | 198,337 | 259,266 | |
Prepaid income taxes | 2,577 | 2,599 | 2,715 | |
Prepaid expenses | 7,402 | 6,821 | 21,090 | |
Deferred income taxes | 7,053 | 6,824 | 9,182 | |
Total current assets | 329,205 | 258,349 | 336,458 | |
Property and equipment, net | 166,660 | 182,431 | 191,175 | |
Goodwill | 373,408 | 373,834 | 375,345 | |
Other intangible assets, net | 341,585 | 343,552 | 344,829 | |
Deferred financing costs | 22,489 | 25,622 | 27,338 | |
Restricted cash | 4,535 | |||
Other assets | 4,117 | 4,155 | 8,866 | |
Total assets | 1,241,999 | 1,187,943 | 1,284,011 | |
Current liabilities: | ||||
Accounts payable | 132,523 | 87,032 | 146,066 | |
Accrued liabilities | 115,286 | 94,805 | 108,334 | |
Line of credit borrowings | 50,000 | 33,000 | 42,000 | |
Current obligation under capital lease | 591 | 552 | 539 | |
Total current liabilities | 298,400 | 215,389 | 296,939 | |
Long-term liabilities: | ||||
Long-term debt | 1,114,288 | 1,114,048 | 1,113,970 | |
Long-term sale-leaseback financing liability | 26,462 | |||
Long-term obligation under capital lease | 2,402 | 2,850 | 2,993 | |
Lease incentives and other liabilities | 57,106 | 58,725 | 60,315 | |
Deferred income taxes | 129,808 | 129,196 | 131,137 | |
Total liabilities | 1,628,466 | 1,520,208 | 1,605,354 | |
Total stockholders' (deficit) equity | (398,339) | (342,191) | (333,935) | |
Noncontrolling interest | 11,872 | 9,926 | 12,592 | |
Total liabilities and stockholders' (deficit) equity | 1,241,999 | 1,187,943 | 1,284,011 | |
The Gymboree Corporation | ||||
Current assets: | ||||
Cash and cash equivalents | 1,091 | 1,689 | 2,195 | 15,479 |
Accounts receivable, net of allowance | 493 | 938 | 687 | |
Prepaid income taxes | 1,514 | 1,860 | 2,029 | |
Prepaid expenses | 3,838 | 3,388 | 4,461 | |
Intercompany receivable | 3,470 | |||
Total current assets | 6,936 | 11,345 | 9,372 | |
Property and equipment, net | 13,408 | 12,306 | 12,063 | |
Deferred financing costs | 21,789 | 25,622 | 27,338 | |
Restricted cash | 4,535 | |||
Other assets | 7,798 | 6,992 | ||
Investment in subsidiaries | 1,404,175 | 1,408,447 | 1,362,644 | |
Total assets | 1,450,843 | 1,465,518 | 1,418,409 | |
Current liabilities: | ||||
Accounts payable | 7,097 | 9,798 | 17,823 | |
Accrued liabilities | 33,102 | 26,943 | 32,221 | |
Current deferred income taxes | 8,679 | 9,504 | 5,150 | |
Line of credit borrowings | 50,000 | 33,000 | 42,000 | |
Intercompany payable | 628,692 | 609,510 | 536,282 | |
Total current liabilities | 727,570 | 688,755 | 633,476 | |
Long-term liabilities: | ||||
Long-term debt | 1,114,288 | 1,114,048 | 1,113,970 | |
Lease incentives and other liabilities | 5,549 | 4,906 | 4,898 | |
Deferred income taxes | 1,775 | |||
Total liabilities | 1,849,182 | 1,807,709 | 1,752,344 | |
Total stockholders' (deficit) equity | (398,339) | (342,191) | (333,935) | |
Total liabilities and stockholders' (deficit) equity | 1,450,843 | 1,465,518 | 1,418,409 | |
Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 4,080 | 3,202 | 3,236 | 4,659 |
Accounts receivable, net of allowance | 17,540 | 18,339 | 20,693 | |
Merchandise inventories | 255,001 | 192,142 | 252,102 | |
Prepaid income taxes | 821 | 306 | 486 | |
Prepaid expenses | 2,557 | 2,833 | 15,164 | |
Deferred income taxes | 14,842 | 15,586 | 13,745 | |
Intercompany receivable | 633,946 | 608,994 | 542,194 | |
Total current assets | 928,787 | 841,402 | 847,620 | |
Property and equipment, net | 143,358 | 159,699 | 167,676 | |
Goodwill | 363,207 | 362,021 | 362,022 | |
Other intangible assets, net | 341,533 | 343,312 | 344,436 | |
Deferred financing costs | 700 | |||
Other assets | 1,605 | 1,669 | 1,673 | |
Total assets | 1,779,190 | 1,708,103 | 1,723,427 | |
Current liabilities: | ||||
Accounts payable | 123,238 | 76,557 | 126,192 | |
Accrued liabilities | 70,639 | 57,757 | 67,963 | |
Current obligation under capital lease | 591 | 552 | 539 | |
Intercompany payable | 720 | |||
Total current liabilities | 194,468 | 135,586 | 194,694 | |
Long-term liabilities: | ||||
Long-term sale-leaseback financing liability | 26,462 | |||
Long-term obligation under capital lease | 2,402 | 2,850 | 2,993 | |
Lease incentives and other liabilities | 47,182 | 49,306 | 50,056 | |
Deferred income taxes | 129,258 | 138,511 | 140,076 | |
Total liabilities | 399,772 | 326,253 | 387,819 | |
Total stockholders' (deficit) equity | 1,379,418 | 1,381,850 | 1,335,608 | |
Total liabilities and stockholders' (deficit) equity | 1,779,190 | 1,708,103 | 1,723,427 | |
Non-Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 19,106 | 13,629 | 15,397 | $ 19,291 |
Accounts receivable, net of allowance | 4,454 | 5,971 | 1,997 | |
Merchandise inventories | 11,105 | 6,711 | 7,684 | |
Prepaid income taxes | 242 | 433 | 200 | |
Prepaid expenses | 1,007 | 600 | 1,465 | |
Deferred income taxes | 680 | 793 | 645 | |
Intercompany receivable | 1,051 | 720 | ||
Total current assets | 37,645 | 28,857 | 27,388 | |
Property and equipment, net | 9,894 | 10,426 | 11,436 | |
Goodwill | 10,201 | 11,813 | 13,323 | |
Other intangible assets, net | 52 | 240 | 393 | |
Other assets | 3,758 | 4,020 | 9,140 | |
Total assets | 61,550 | 55,356 | 61,680 | |
Current liabilities: | ||||
Accounts payable | 2,188 | 677 | 2,051 | |
Accrued liabilities | 11,335 | 10,031 | 8,086 | |
Current deferred income taxes | 125 | 123 | ||
Intercompany payable | 7,002 | 3,470 | 6,431 | |
Total current liabilities | 20,525 | 14,303 | 16,691 | |
Long-term liabilities: | ||||
Lease incentives and other liabilities | 4,375 | 4,513 | 5,361 | |
Deferred income taxes | 21 | 17 | ||
Total liabilities | 24,921 | 18,833 | 22,052 | |
Total stockholders' (deficit) equity | 24,757 | 26,597 | 27,036 | |
Noncontrolling interest | 11,872 | 9,926 | 12,592 | |
Total liabilities and stockholders' (deficit) equity | 61,550 | 55,356 | 61,680 | |
Eliminations | ||||
Current assets: | ||||
Merchandise inventories | (697) | (516) | (520) | |
Deferred income taxes | (8,469) | (9,555) | (5,208) | |
Intercompany receivable | (634,997) | (613,184) | (542,194) | |
Total current assets | (644,163) | (623,255) | (547,922) | |
Other assets | (1,246) | (9,332) | (8,939) | |
Investment in subsidiaries | (1,404,175) | (1,408,447) | (1,362,644) | |
Total assets | (2,049,584) | (2,041,034) | (1,919,505) | |
Current liabilities: | ||||
Accrued liabilities | 210 | 74 | 64 | |
Current deferred income taxes | (8,679) | (9,629) | (5,273) | |
Intercompany payable | (635,694) | (613,700) | (542,713) | |
Total current liabilities | (644,163) | (623,255) | (547,922) | |
Long-term liabilities: | ||||
Deferred income taxes | (1,246) | (9,332) | (8,939) | |
Total liabilities | (645,409) | (632,587) | (556,861) | |
Total stockholders' (deficit) equity | (1,404,175) | (1,408,447) | (1,362,644) | |
Total liabilities and stockholders' (deficit) equity | $ (2,049,584) | $ (2,041,034) | $ (1,919,505) |
Condensed Consolidating State72
Condensed Consolidating Statements of Cash Flows (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 01, 2014 | Aug. 02, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net cash (used in) provided by operating activities | $ (16,338) | $ (36,499) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Capital expenditures | (12,576) | (24,372) | ||
Increase in restricted cash | (10,863) | |||
Decrease in restricted cash | 6,328 | |||
Increase in related party loan receivable | (1,741) | |||
Proceeds from sale of assets | 353 | |||
Other | 33 | (45) | ||
Net cash provided by (used in) investing activities | (18,466) | (24,417) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from ABL facility | 390,000 | 300,000 | ||
Payments on ABL facility | (373,000) | (258,000) | ||
Proceeds from sale-leaseback financing liability | 26,750 | |||
Payments on capital lease and sale-leaseback financing liability | (497) | (373) | ||
Payments for deferred financing costs | (2,574) | |||
Dividend payment to parent | (11) | (84) | ||
Capital contribution received by noncontrolling interest | 992 | |||
Net cash provided by (used in) financing activities | 40,668 | 42,535 | ||
Effect of exchange rate fluctuations on cash and cash equivalents | (107) | (220) | ||
Net (decrease) increase in cash and cash equivalents | 5,757 | (18,601) | ||
CASH AND CASH EQUIVALENTS: | ||||
Beginning of period | 18,520 | 39,429 | ||
End of period | $ 20,828 | 24,277 | 20,828 | |
The Gymboree Corporation | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net cash (used in) provided by operating activities | (79,390) | (58,088) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Capital expenditures | (2,930) | (2,403) | ||
Increase in restricted cash | (10,863) | |||
Proceeds from sale of shares | 3,207 | |||
Decrease in restricted cash | 6,328 | |||
Capital distribution from subsidiary | 25,863 | |||
Intercompany transfers | 3,470 | |||
Net cash provided by (used in) investing activities | 21,868 | 804 | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Intercompany transfers | 41,614 | 2,084 | ||
Proceeds from ABL facility | 390,000 | 300,000 | ||
Payments on ABL facility | (373,000) | (258,000) | ||
Payments for deferred financing costs | (1,679) | |||
Dividend payment to parent | (11) | (84) | ||
Net cash provided by (used in) financing activities | 56,924 | 44,000 | ||
Net (decrease) increase in cash and cash equivalents | (598) | (13,284) | ||
CASH AND CASH EQUIVALENTS: | ||||
Beginning of period | 1,689 | 15,479 | ||
End of period | 2,195 | 1,091 | 2,195 | |
Guarantor Subsidiaries | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net cash (used in) provided by operating activities | 59,499 | 29,216 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Capital expenditures | (7,461) | (17,798) | ||
Intercompany transfers | (48,236) | (9,490) | ||
Other | 1 | 22 | ||
Net cash provided by (used in) investing activities | (55,696) | (27,266) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Intercompany transfers | (720) | |||
Proceeds from sale-leaseback financing liability | 26,750 | |||
Payments on capital lease and sale-leaseback financing liability | (497) | (373) | ||
Payments for deferred financing costs | (895) | |||
Dividend to The Gymboree Corporation | (27,563) | (3,000) | ||
Net cash provided by (used in) financing activities | (2,925) | (3,373) | ||
Net (decrease) increase in cash and cash equivalents | 878 | (1,423) | ||
CASH AND CASH EQUIVALENTS: | ||||
Beginning of period | 3,202 | 4,659 | ||
End of period | 3,236 | 4,080 | 3,236 | |
Non-Guarantor Subsidiaries | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net cash (used in) provided by operating activities | 5,253 | (4,627) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Capital expenditures | (2,185) | (4,171) | ||
Increase in related party loan receivable | (1,741) | |||
Proceeds from sale of assets | 353 | |||
Intercompany transfers | (331) | |||
Other | 32 | (67) | ||
Net cash provided by (used in) investing activities | (3,872) | (4,238) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Intercompany transfers | 4,203 | 7,406 | ||
Repurchase of shares | (3,000) | $ (3,200) | (3,207) | |
Capital contribution received by noncontrolling interest | 992 | |||
Net cash provided by (used in) financing activities | 4,203 | 5,191 | ||
Effect of exchange rate fluctuations on cash and cash equivalents | (107) | (220) | ||
Net (decrease) increase in cash and cash equivalents | 5,477 | (3,894) | ||
CASH AND CASH EQUIVALENTS: | ||||
Beginning of period | 13,629 | 19,291 | ||
End of period | $ 15,397 | 19,106 | 15,397 | |
Eliminations | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net cash (used in) provided by operating activities | (1,700) | (3,000) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Proceeds from sale of shares | (3,207) | |||
Capital distribution from subsidiary | (25,863) | |||
Intercompany transfers | 45,097 | 9,490 | ||
Net cash provided by (used in) investing activities | 19,234 | 6,283 | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Intercompany transfers | (45,097) | (9,490) | ||
Dividend to The Gymboree Corporation | 27,563 | 3,000 | ||
Repurchase of shares | 3,207 | |||
Net cash provided by (used in) financing activities | $ (17,534) | $ (3,283) |