Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Jan. 30, 2016 | Apr. 27, 2016 | |
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Jan. 30, 2016 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | FY | |
Trading Symbol | ck0000786110 | |
Entity Registrant Name | GYMBOREE CORP | |
Entity Central Index Key | 786,110 | |
Current Fiscal Year End Date | --01-30 | |
Entity Well-known Seasoned Issuer | No | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 1,000 | |
Entity Public Float | $ 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May. 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | May. 03, 2014 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Net sales: | |||||||||||
Net sales | $ 392,376 | $ 305,441 | $ 273,465 | $ 276,069 | $ 375,608 | $ 316,819 | $ 264,303 | $ 272,010 | $ 1,247,351 | $ 1,228,740 | $ 1,244,569 |
Cost of goods sold, including buying and occupancy expenses | (761,108) | (760,192) | (768,555) | ||||||||
Gross profit | 157,445 | 122,781 | 100,660 | 105,357 | 137,905 | 125,921 | 96,364 | 108,358 | 486,243 | 468,548 | 476,014 |
Selling, general and administrative expenses | (444,249) | (448,356) | (443,923) | ||||||||
Goodwill and intangible asset impairment | (591,396) | (591,396) | (157,189) | ||||||||
Operating income (loss) | 29,838 | 14,215 | (2,706) | 647 | 12,658 | (579,154) | (10,776) | 6,068 | 41,994 | (571,204) | (125,098) |
Interest income | 114 | 245 | 186 | ||||||||
Interest expense | (85,990) | (82,378) | (81,558) | ||||||||
Gain (loss) on extinguishment of debt | 41,500 | 41,522 | (834) | ||||||||
Other expense, net | (692) | (594) | (503) | ||||||||
(Loss) income before income taxes | (3,052) | (653,931) | (207,807) | ||||||||
Income tax (expense) benefit | (5,712) | 73,820 | 1,456 | ||||||||
Net (loss) income | 48,762 | (9,652) | (25,394) | (22,480) | (9,861) | (522,394) | (32,853) | (15,003) | (8,764) | (580,111) | (206,351) |
Net (income) loss attributable to noncontrolling interest | (1,412) | 6,006 | 3,324 | ||||||||
Net loss attributable to The Gymboree Corporation | 49,439 | (10,028) | (26,562) | (23,025) | (7,446) | (522,075) | (31,153) | (13,431) | (10,176) | (574,105) | (203,027) |
Retail Stores | |||||||||||
Net sales: | |||||||||||
Net sales | 376,230 | 289,653 | 256,991 | 261,732 | 361,711 | 304,265 | 253,376 | 259,124 | 1,184,606 | 1,178,476 | 1,197,176 |
Gymboree Play & Music | |||||||||||
Net sales: | |||||||||||
Net sales | 10,976 | 9,921 | 11,667 | 8,648 | 9,013 | 7,744 | 7,319 | 6,832 | 41,212 | 30,908 | 25,685 |
International Retail Franchise | |||||||||||
Net sales: | |||||||||||
Net sales | $ 5,170 | $ 5,867 | $ 4,807 | $ 5,689 | $ 4,884 | $ 4,810 | $ 3,608 | $ 6,054 | $ 21,533 | $ 19,356 | $ 21,708 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May. 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | May. 03, 2014 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Net loss | $ 48,762 | $ (9,652) | $ (25,394) | $ (22,480) | $ (9,861) | $ (522,394) | $ (32,853) | $ (15,003) | $ (8,764) | $ (580,111) | $ (206,351) |
Other comprehensive (loss) income: | |||||||||||
Foreign currency translation adjustments, net of tax | (2,817) | (8,108) | 26 | ||||||||
Unrealized net gain on cash flow hedges, net of tax | 2,602 | 1,315 | 1,219 | ||||||||
Total other comprehensive (loss) income | (215) | (6,793) | 1,245 | ||||||||
Comprehensive loss | (8,979) | (586,904) | (205,106) | ||||||||
Comprehensive (income) loss attributable to noncontrolling interest | (788) | 6,448 | 3,113 | ||||||||
Comprehensive loss attributable to The Gymboree Corporation | $ (9,767) | $ (580,456) | $ (201,993) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jan. 30, 2016 | Jan. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 18,164 | $ 18,520 |
Accounts receivable, net of allowance of $2,043 and $1,939 | 26,696 | 25,248 |
Merchandise inventories | 206,642 | 198,337 |
Prepaid income taxes | 2,196 | 2,599 |
Prepaid expenses | 6,757 | 6,821 |
Deferred income taxes | 6,824 | |
Total current assets | 260,455 | 258,349 |
Property and equipment: | ||
Land and buildings | 22,428 | 22,428 |
Leasehold improvements | 199,520 | 198,098 |
Furniture, fixtures and equipment | 130,571 | 123,943 |
Total property and equipment | 352,519 | 344,469 |
Less accumulated depreciation and amortization | (194,041) | (162,038) |
Net property and equipment | 158,478 | 182,431 |
Goodwill | 372,737 | 373,834 |
Other intangible assets, net | 341,011 | 343,552 |
Deferred financing costs | 19,019 | 25,622 |
Other assets | 5,044 | 4,155 |
Total assets | 1,156,744 | 1,187,943 |
Current liabilities: | ||
Accounts payable | 109,193 | 87,032 |
Accrued and other current liabilities | 102,254 | 94,805 |
Line of credit borrowings | 19,000 | 33,000 |
Current obligation under capital lease | 605 | 552 |
Total current liabilities | 231,052 | 215,389 |
Long-term liabilities: | ||
Long-term debt | 1,055,945 | 1,114,048 |
Long-term sale-leaseback financing liability | 26,407 | |
Long-term obligation under capital lease | 2,245 | 2,850 |
Lease incentives and other liabilities | 49,664 | 53,677 |
Unrecognized tax benefits | 5,075 | 5,048 |
Deferred income taxes | 124,244 | 129,196 |
Total liabilities | $ 1,494,632 | $ 1,520,208 |
Commitments and contingencies (see Notes 6, 7, 11 and 14) | ||
Stockholders' deficit: | ||
Common stock, including additional paid-in capital ($0.001 par value: 1,000 shares authorized, issued and outstanding) | $ 525,759 | $ 522,403 |
Accumulated deficit | (863,539) | (853,363) |
Accumulated other comprehensive loss | (10,822) | (11,231) |
Total stockholders' deficit | (348,602) | (342,191) |
Noncontrolling interest | 10,714 | 9,926 |
Total deficit | (337,888) | (332,265) |
Total liabilities and stockholders' (deficit) equity | $ 1,156,744 | $ 1,187,943 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jan. 30, 2016 | Jan. 31, 2015 |
Accounts receivable, allowance | $ 2,043 | $ 1,939 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 1,000 | 1,000 |
Common stock, shares outstanding | 1,000 | 1,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (8,764) | $ (580,111) | $ (206,351) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
(Gain) loss on extinguishment of debt | (41,522) | 834 | |
Goodwill and intangible asset impairment | 591,396 | 157,189 | |
Depreciation and amortization | 41,355 | 44,422 | 46,416 |
Amortization of deferred financing costs and accretion of original issue discount | 7,922 | 7,138 | 6,798 |
Interest rate cap contracts - adjustment to market | 3,861 | 2,062 | 1,135 |
Loss on disposal/impairment of assets | 3,627 | 9,010 | 12,381 |
Deferred income taxes | (910) | (78,466) | (2,853) |
Share-based compensation expense | 3,367 | 4,624 | 5,809 |
Other | 34 | 53 | |
Change in assets and liabilities: | |||
Accounts receivable | 33 | (3,928) | 5,567 |
Merchandise inventories | (9,275) | (23,472) | 22,675 |
Prepaid income taxes | 401 | (682) | 1,056 |
Prepaid expenses and other assets | 104 | 18,466 | (4,378) |
Accounts payable | 22,237 | (14,902) | 11,887 |
Accrued and other current liabilities | 8,717 | (2,065) | 6,868 |
Lease incentives and other liabilities | (2,013) | 4,716 | 9,785 |
Net cash provided by (used in) operating activities | 29,140 | (21,758) | 74,871 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (21,413) | (31,992) | (52,632) |
Increase in restricted cash | (10,863) | ||
Decrease in restricted cash | 10,863 | ||
Increase in related party loan receivable | (1,741) | ||
Proceeds from sale of assets | 353 | ||
Other | 201 | 50 | (494) |
Net cash provided by (used in) investing activities | (22,600) | (31,942) | (53,126) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from ABL facility | 470,000 | 447,000 | 123,000 |
Payments on ABL facility | (484,000) | (414,000) | (123,000) |
Repurchase of notes | (15,325) | (24,760) | |
Proceeds from sale-leaseback financing liability | 26,750 | ||
Payments on capital lease and sale-leaseback financing liability | (686) | (503) | (196) |
Payments for deferred financing costs | (2,574) | ||
Dividend payment to parent | (11) | (153) | (7,564) |
Capital contribution received by noncontrolling interest | 992 | 15,886 | |
Net cash (used in) provided by financing activities | (5,846) | 33,336 | (16,634) |
Effect of exchange rate fluctuations on cash and cash equivalents | (1,050) | (545) | 990 |
Net (decrease) increase in cash and cash equivalents | (356) | (20,909) | 6,101 |
CASH AND CASH EQUIVALENTS: | |||
Beginning of period | 18,520 | 39,429 | 33,328 |
End of Period | 18,164 | 18,520 | 39,429 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Capital expenditures incurred, but not yet paid | 1,999 | 1,927 | 4,979 |
Assets acquired under capital lease | 4,102 | ||
Non-cash capital contribution to noncontrolling interest | 53 | ||
OTHER CASH FLOW INFORMATION: | |||
Cash (received) paid for income taxes, net | (198) | 5,015 | 2,326 |
Cash paid for interest | $ 74,875 | $ 73,070 | $ 73,872 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Stockholders' (Deficit) Equity | Noncontrolling Interest |
BALANCE (in shares) at Feb. 02, 2013 | 1,000 | ||||||
BALANCE at Feb. 02, 2013 | $ 441,637 | $ 519,687 | $ (76,231) | $ (5,914) | $ 437,542 | $ 4,095 | |
Share-based compensation | 5,809 | 5,809 | 5,809 | ||||
Dividend payment to Parent | (7,564) | (7,564) | (7,564) | ||||
Capital contribution to noncontrolling interest | 14,366 | 14,366 | |||||
Translation adjustments and unrealized net gain (loss) on cash flow hedges, net of tax | 1,245 | 1,034 | 1,034 | 211 | |||
Net income (loss) attributable to noncontrolling interest | (3,324) | (3,324) | |||||
Net loss attributable to The Gymboree Corporation | (203,027) | (203,027) | (203,027) | ||||
BALANCE (in shares) at Feb. 01, 2014 | 1,000 | ||||||
BALANCE at Feb. 01, 2014 | 249,142 | 517,932 | (279,258) | (4,880) | 233,794 | 15,348 | |
Share-based compensation | 4,624 | 4,624 | 4,624 | ||||
Dividend payment to Parent | (153) | (153) | (153) | ||||
Capital contribution to noncontrolling interest | 1,026 | 1,026 | |||||
Translation adjustments and unrealized net gain (loss) on cash flow hedges, net of tax | (6,793) | (6,351) | (6,351) | (442) | |||
Net income (loss) attributable to noncontrolling interest | (6,006) | (6,006) | |||||
Net loss attributable to The Gymboree Corporation | (574,105) | (574,105) | (574,105) | ||||
BALANCE (in shares) at Jan. 31, 2015 | 1,000 | ||||||
BALANCE at Jan. 31, 2015 | (332,265) | 522,403 | (853,363) | (11,231) | (342,191) | 9,926 | |
Share-based compensation | 3,367 | 3,367 | 3,367 | ||||
Dividend payment to Parent | (11) | (11) | (11) | ||||
Translation adjustments and unrealized net gain (loss) on cash flow hedges, net of tax | (215) | 409 | 409 | (624) | |||
Net income (loss) attributable to noncontrolling interest | 1,412 | 1,412 | |||||
Net loss attributable to The Gymboree Corporation | (10,176) | (10,176) | (10,176) | ||||
BALANCE (in shares) at Jan. 30, 2016 | 1,000 | ||||||
BALANCE at Jan. 30, 2016 | $ (337,888) | $ 525,759 | $ (863,539) | $ (10,822) | $ (348,602) | $ 10,714 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 30, 2016 | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Nature of the Business The Gymboree Corporation (the “Company,” “we” or “us”) is a specialty retailer, offering collections of high-quality apparel and accessories for children. As of January 30, 2016, we operated a total of 1,306 retail stores, as follows: United States Canada Puerto Rico Total Gymboree® stores 546 48 1 595 Gymboree Outlet stores 174 — 1 175 Janie and Jack® shops (including Janie and Jack outlets) 148 — 1 149 Crazy 8® stores (including Crazy 8 outlets) 387 — — 387 Total 1,255 48 3 1,306 In addition, as of January 30, 2016, we operated online stores at www.gymboree.com, www.janieandjack.com and www.crazy8.com. Overseas franchisees and Gymboree China operated 84 retail stores, as follows: Overseas (1) Gymboree Total Gymboree® stores 53 27 80 Janie and Jack® shops 1 — 1 Crazy 8® stores 3 — 3 Total 57 27 84 (1) Overseas franchisees operated retail stores in the Middle East, South Korea and Latin America. We also offer directed parent-child developmental play programs at 727 franchised and Company-operated Gymboree Play & Music® centers in the United States and 43 other countries. Gymboree (Tianjin) Educational Information Consultation Co. Ltd. (“Gymboree Tianjin”) is Gymboree Play & Music’s master franchisee in China. Gymboree China and Gymboree Tianjin are collectively referred to as the “VIEs.” Subsequent to fiscal 2015, Gymboree China’s management made the decision to close 25 of its retail locations. Closures are targeted to be completed by the end of May 2016. Basis of Presentation On November 23, 2010 (the “Transaction Date”), The Gymboree Corporation completed a merger (the “Merger”) with Giraffe Acquisition Corporation (“Acquisition Sub”) in accordance with an Agreement and Plan of Merger (the “Merger Agreement”) with Giraffe Holding, Inc. (“Parent”), and Acquisition Sub, a wholly owned subsidiary of Parent, with the Merger funded through a combination of debt and equity financing (collectively, the “Transactions”). The Company is continuing as the surviving corporation and a 100%-owned indirect subsidiary of the Parent. At the Transaction Date, investment funds sponsored by Bain Capital Private Equity, LP (formerly Bain Capital Partners, LLC) (“Bain Capital”) indirectly owned a controlling interest in Parent. Principles of Consolidation The accompanying consolidated financial statements include entities in which we retain a controlling financial interest or entities that meet the definition of a VIE for which we are deemed to be the primary beneficiary. In performing our analysis of whether we are the primary beneficiary, at initial investment and at each quarterly reporting period, we consider whether we individually have the power to direct the activities of the VIE that most significantly affects the entity’s performance and also have the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. We also consider whether we are a member of a related party group that collectively meets the power and benefits criteria and, if so, whether we are most closely associated with the VIE. Intercompany accounts and transactions have been eliminated. Fiscal Year Our fiscal year ends on the Saturday closest to January 31. Fiscal years 2015, 2014, and 2013 ended on January 30, 2016, January 31, 2015, and February 1, 2014, respectively. Fiscal years 2015, 2014, and 2013 include 52 weeks. References to years in the Consolidated Financial Statements relate to fiscal years rather than calendar years. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Financial Instruments Cash Equivalents Cash equivalents consist of highly liquid investment instruments with a maturity of three months or less at date of purchase. Our cash equivalents are placed primarily in money market funds. We value these investments at their original purchase prices plus interest that has accrued at the stated rate. Income related to these securities is recorded in interest income in the consolidated statements of operations. Derivative Financial Instruments We record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting for cash flow hedges generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. At times, cash balances held at financial institutions are in excess of federally insured limits. In fiscal 2015, 2014, and 2013, we purchased approximately 89%, 82%, and 66%, respectively, of our inventory through one agent, which may potentially subject us to risks of concentration related to sourcing of our inventory. Accounts Receivable We record accounts receivable net of an allowance for doubtful accounts. Accounts receivable primarily include amounts due from franchisees for royalties and consumer product sales, amounts due from major credit card companies, duty drawback receivables (refund of certain custom duties paid to the U.S. Customs and Border Protection upon importation of merchandise inventories), rebate receivables from our vendors, a related party receivable from Lionbridge Financing Leasing (China) Co., Ltd. (an indirect majority-owned company of Bain Capital Lionbridge Cayman Ltd.), and receivables from our co-branded credit card agreements. We estimate our allowance for doubtful accounts by considering a number of factors, including the length of time accounts receivable are past due and our previous loss history. The provision for doubtful accounts receivable is included in selling, general and administrative expenses (“SG&A”). Write-offs were insignificant for all periods presented. Merchandise Inventories Merchandise inventories are recorded at the lower of cost or market (“LCM”), with cost determined on a weighted-average basis. We review our inventory levels to identify slow-moving merchandise and broken assortments (items no longer in stock in a sufficient range of sizes) and record an adjustment when the future estimated selling price is less than cost. We take a physical count of inventories in all stores once a year and perform cycle counts throughout the year in our Dixon distribution center. We also perform an annual physical count of inventories at our third-party fulfillment center in Ohio. We record an inventory shrink adjustment based upon physical counts and also provide for estimated shrink adjustments for the period between the last physical inventory count and each balance sheet date. Our inventory shrink estimate can be affected by changes in merchandise mix and changes in actual shrink trends. Our LCM estimate can be affected by changes in consumer demand and the promotional environment. Property and Equipment Property and equipment acquired after the Transaction Date are recorded at cost. Property and equipment acquired in the Merger are stated at estimated fair value as of the Transaction Date, less accumulated depreciation and amortization recorded subsequent to the Merger. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from approximately 3 to 25 years, except for our buildings and building improvements in Dixon, California, which have useful lives of 39 years. Leasehold improvements, which include an allocation of directly-related internal payroll costs for employees dedicated to real estate construction projects, are amortized over the lesser of the applicable lease term, which ranges from 5 to 13 years, or the estimated useful life of the improvements. Assets recorded under capital leases are amortized over the lease term. Software costs are amortized using the straight-line method based on an estimated useful life of 3 to 7 years. Repair and maintenance costs are expensed as incurred. The Company capitalizes development-stage Store Asset Impairment Store assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the undiscounted future cash flows from the asset group are less than the carrying value, a loss is recognized equal to the difference between the carrying value of the asset group and its fair value. The fair value of the asset group is estimated based on discounted future cash flows using a discount rate commensurate with the risk. The asset group is determined at the store level, which is the lowest level for which identifiable cash flows are available. Decisions to close a store or facility can also result in accelerated depreciation over the revised useful life. For locations to be closed that are under long-term leases, we record a charge for lease buyout expense or the difference between our rent and the rate at which we expect to be able to sublease the properties and related costs, as appropriate. Most closures occur upon the lease expiration. The estimate of future cash flows is based on historical experience and typically third-party advice or market data. These estimates can be affected by factors such as future store profitability, real estate demand and economic conditions that can be difficult to predict. Goodwill and Other Intangible Assets Goodwill We allocated goodwill to our reporting units, which we concluded were the same as our operating segments (see Note 18): Gymboree Retail (including an online store), Gymboree Outlet, Janie and Jack (including an online store), Crazy 8 (including an online store), Gymboree Play & Music and International Retail Franchise. We allocated goodwill to the reporting units by calculating the fair value of each reporting unit and deriving the implied fair value of each reporting unit’s goodwill as of the Merger. Goodwill is tested for impairment on an annual basis at the end of our tenth fiscal period (fiscal November) and at an interim date if indicators of impairment exist. Events that could result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. Goodwill is tested by performing a two-step goodwill impairment test. The first step of the two-step goodwill impairment test is to compare the fair value of the reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step of the two-step goodwill impairment test is required to measure the goodwill impairment loss. The second step includes valuing all the tangible and intangible assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit’s goodwill is compared to the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying amount. Calculating the fair value of a reporting unit and the implied fair value of reporting unit goodwill requires significant judgment. The use of different assumptions, estimates or judgments in either step of the goodwill impairment testing process, such as the estimated future cash flows of reporting units, the discount rate used to discount such cash flows, or the estimated fair value of the reporting units’ tangible and intangible assets and liabilities, could significantly increase or decrease the estimated fair value of a reporting unit or its net assets. Indefinite-Lived Intangible Assets Indefinite-lived intangible assets primarily represent trade names for each of our brands. We do not amortize intangible assets with indefinite useful lives. We test indefinite-lived intangible assets for impairment on an annual basis at the end of our tenth fiscal period (fiscal November), and more frequently if indicators of potential impairment exist and indicate that it is more likely than not that the asset is impaired. Impairment of indefinite-lived intangible assets is measured by comparing the carrying amount of the asset to the discounted future cash flows that the asset is expected to generate using the relief from royalty method. If we determine that an individual asset is impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. Calculating the fair value of indefinite-lived intangible assets requires significant judgment. The use of different assumptions, estimates or judgments, such as the estimated future cash flows, royalty rates or the discount rate used to discount such cash flows, could significantly increase or decrease the estimated fair value of our indefinite-lived intangible assets. Other Intangible Assets and Liabilities Other intangible assets primarily represent franchise agreements, reacquired franchise rights, below market leases and a co-branded credit card agreement. Other intangible liabilities represent above market leases and are included in lease incentives and other liabilities. Other intangible assets and liabilities are amortized on a straight-line basis over their estimated useful lives. We review other intangible assets with finite lives for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability of these other intangible assets is measured by comparing the carrying amount of the asset to the future undiscounted cash flows that the asset is expected to generate. If the undiscounted future cash flows are less than the carrying amount, the purchased other intangible assets with finite lives are considered to be impaired. The amount of the impairment is measured as the difference between the carrying amount of these assets and their estimated fair value. The fair value of the asset is estimated based on discounted future cash flows using a discount rate commensurate with the risk. Our estimate of future cash flows requires assumptions and judgment, including forecasting future sales and expenses and estimating useful lives of the assets. The use of different assumptions, estimates or judgments, such as the estimated future cash flows or the discount rate used to discount such cash flows, could significantly increase or decrease the estimated fair value of our other intangible assets with finite lives. Income Taxes We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities. We establish valuation allowances when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in the tax provision in the period of change. We consider all available positive and negative evidence in evaluating whether a valuation allowance is required, including prior earnings history, actual earnings over the previous 12 quarters on a cumulative basis, carryback and carryforward periods, and tax planning strategies that could potentially enhance the likelihood of realization of a deferred tax asset. Based on the weight of the positive and negative evidence, we recorded a valuation allowance in fiscal 2015 and 2014 as described in Note 13. We are subject to periodic audits by the Internal Revenue Service and other taxing authorities. These audits may challenge certain of our tax positions such as the timing and amount of deductions and allocation of taxable income to the various tax jurisdictions. As of January 30, 2016 and January 31, 2015, we had unrecognized tax benefits of $6.4 million and $5.6 million, respectively. Determining income tax expense for tax contingencies requires management to make assumptions that are subject to factors such as proposed assessments by tax authorities, changes in facts and circumstances, issuance of new regulations, and resolution of tax audits. Actual results could materially differ from these estimates and could significantly affect the effective tax rate and cash flows in future years. Rent Expense Many of our operating leases contain free rent periods and predetermined fixed increases of the minimum rental rate during the initial lease term. For these leases, we recognize the related rental expense on a straight-line basis over the life of the lease, starting at the time we take possession of the property. Certain leases provide for contingent rents that are not measurable at inception. These amounts are excluded from minimum rent and are included in the determination of rent expense when it is probable that an expense has been incurred and the amount is reasonably estimable. Lease Allowances As part of many lease agreements, we receive allowances from landlords. The allowances are included in lease incentives and other liabilities and are amortized as a reduction of rent expense on a straight-line basis over the term of the lease, starting at the time we take possession of the property. Self-Insurance We are partially self-insured for workers’ compensation insurance. We record a liability, determined actuarially, for claims filed and claims incurred, but not yet reported. This liability totaled $7.5 million and $6.6 million as of January 30, 2016 and January 31, 2015, respectively. Any actuarial projection of losses is subject to a high degree of variability due to external factors, including future inflation rates, litigation trends, legal interpretations, benefit level changes and claim settlement patterns. We also record a liability for employee-related health care benefits that are partially self-insured or fully self-insured, by considering claims filed and estimates of claims incurred, but not yet reported. This liability totaled $1.4 million as of January 30, 2016 and January 31, 2015. If the actual amount of claims filed exceeds our estimates, reserves in the accompanying consolidated balance sheets may not be sufficient and additional accruals may be required in future periods. These liabilities are included in accrued and other current liabilities in the accompanying consolidated balance sheets. Foreign Currency Assets and liabilities of foreign subsidiaries are translated into United States dollars at the exchange rates effective on the balance sheet date. Revenues, costs of sales, expenses and other income are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are recorded as other comprehensive income (loss) within stockholders’ (deficit) equity. Foreign currency transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in other expense, net within the consolidated statements of operations. Revenue Recognition Revenue is recognized at the point of sale in retail stores. Online revenue is recorded when merchandise is received by the customer. Online customers generally receive merchandise within three to six days of shipment. Shipping fees received from customers are included in net sales and the associated shipping costs are included in cost of goods sold. We also sell gift cards in our retail store locations, through our online stores and through third parties. Revenue is recognized in the period that the gift card is redeemed. We recognize unredeemed gift card and merchandise credit balances when we can determine the portion of the liability for which redemption is remote (generally three years after issuance). These amounts are recorded as “other income” within SG&A expenses and totaled $2.9 million, $2.6 million, and $1.9 million, during fiscal 2015, 2014, and 2013, respectively. Sales are presented net of sales return reserve, which is estimated based on historical return trends. Net retail sales also include revenue from our co-branded credit card agreements. We present taxes collected from customers and remitted to governmental authorities on a net basis (excluded from revenues). Below is a summary of activity in the sales return reserve for the fiscal years ended (in thousands): January 30, 2016 January 31, 2015 February 1, 2014 Balance, beginning of period $ 1,480 $ 1,434 $ 2,508 Provision for sales return 31,890 29,765 28,154 Actual sales returns (31,702 ) (29,719 ) (29,228 ) Balance, end of period $ 1,668 $ 1,480 $ 1,434 Sales return reserve is included in accrued and other current liabilities in the accompanying consolidated balance sheets. For the Gymboree Play & Music operations, initial franchise and transfer fees for all sites sold in a territory are recognized as revenue when the franchisee has paid the initial franchise or transfer fee, in the form of cash and/or a note payable, the franchisee has fully executed a franchise agreement and we have substantially completed our obligations under such agreement. We receive royalties based on each franchisee’s gross receipts from operations. Such royalty fees are recognized when earned. We also recognize revenues from consumer products and equipment sold to franchisees at the time title transfers to the franchisees. For the retail franchise business, revenues consist of initial franchise fees, royalties and/or sales of authorized product. Initial franchise fees relating to area franchise sales are recognized as revenue when the franchisee has met all material conditions and we have substantially completed our obligations under such agreement, typically upon store opening. Royalties are generally based on each franchisee’s gross receipts from operations and are recorded when earned. Revenues from consumer products sold to franchisees are recorded at the time title transfers to the franchisees. We present taxes withheld by international franchises and remitted to governmental authorities on a gross basis (included in revenues). Loyalty Program Customers who enroll in the Gymboree Rewards program earn points with every purchase at Gymboree and Gymboree Outlet stores, as well as online at www.gymboree.com. Those customers who reach a cumulative purchase threshold receive a rewards certificate that can be used towards the future purchase of goods at Gymboree and Gymboree Outlet stores as well as online within 45 days from the date it is issued. We estimate the cost of rewards that will ultimately be redeemed and record this cost as a reduction of net retail sales as reward points are earned. This liability was approximately $2.0 million and $1.8 million as of January 30, 2016 and January 31, 2015, respectively, and is included in accrued and other current liabilities in the accompanying consolidated balance sheets. Co-Branded Credit Card We have co-branded credit card agreements (the “Agreements”) with a third-party bank and Visa U.S.A. Inc. for the issuance of a Visa credit card bearing the Gymboree logo and administration of an associated incentive program for cardholders. We recognize revenues related to the Agreements as follows: • New account fees are reported in retail sales and are when collection is reasonably assured and all conditions under the Agreements are met. • Credit card usage fees are recognized as retail revenues as actual credit card usage occurs. • Rewards earned are recorded as gift card liabilities and recognized as retail revenues when the gift cards are redeemed. During fiscal 2015, 2014, and 2013, we recognized approximately $3.5 million, $1.9 million, and $1.5 million, respectively, in revenue from these Agreements. These amounts are included in net retail sales in the accompanying consolidated statements of operations. Cost of Goods Sold Cost of goods sold (“COGS”) includes cost of goods, buying department expenses (including related depreciation), occupancy expenses (including amortization of below and above market leases), and shipping costs. Cost of goods consists of cost of merchandise, inbound freight and other inventory-related costs, such as shrinkage costs and lower of cost or market adjustments. Buying expenses include costs incurred to design, produce and allocate merchandise. Occupancy expenses consist of rent and other lease-required costs, including common area maintenance and utilities. Shipping costs consist of third-party delivery services to customers. As we record certain distribution expenses as a component of SG&A expenses and do not include such costs in cost of goods sold, our cost of goods sold and gross profit may not be comparable to those of other companies. Distribution expenses recorded as a component of SG&A expenses amounted to $45.5 million, $43.1 million, and $37.9 million during fiscal 2015, 2014, and 2013, respectively. Selling, General and Administrative Expenses SG&A expenses consist of non-occupancy-related costs associated with our retail stores, distribution center and shared corporate services. These costs include payroll and benefits, depreciation and amortization, credit card fees, advertising, store pre-opening costs and other general expenses. Our distribution costs recorded in SG&A expenses represent primarily outbound shipping and handling expenses to our stores. Store Pre-opening Costs Store pre-opening costs are expensed as incurred. Advertising We capitalize direct costs for the development, production, and circulation of direct response advertising and amortize such costs over the expected sales realization cycle, typically four to six weeks. Deferred direct response costs, included in prepaid expenses, were $1.0 million and $0.9 million as of January 30, 2016 and January 31, 2015, respectively. All other advertising costs are expensed as incurred. Advertising costs totaled approximately $31.1 million, $24.4 million, and $20.5 million, during fiscal 2015, 2014, and 2013, respectively. Share-Based Compensation We recognize compensation expense on a straight-line basis for options and awards with time-based service conditions. Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). Under this ASU, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged and lessees will no longer be provided with a source of off-balance sheet financing. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. Although we have not yet determined the impact of the new standard, we believe this ASU will have a significant impact on our consolidated financial statements due to the substantial number of leases that we have. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This ASU requires deferred tax assets and liabilities, as well as any related valuation allowance, to be classified as non-current on our consolidated balance sheet. This ASU does not change the existing requirement that only permits offsetting within a jurisdiction. Accordingly, this ASU requires each tax jurisdiction to have one net non-current deferred tax asset or liability. To ease administrative burdens, we early adopted and applied this ASU on a prospective basis effective as of our fiscal year ended January 30, 2016. Accordingly, the prior period amounts in the Company’s Consolidated Balance Sheets within this Annual Report on Form 10-K were not adjusted to conform to the new accounting standard. The adoption of this accounting standard was not material to the Company’s consolidated financial statements. 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 consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amendments do not affect the current guidance on the recognition and measurement of debt issuance costs. This ASU would be applied retrospectively to all prior periods and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. This ASU will require the Company to reclassify deferred financing costs, currently presented as assets on the condensed consolidated balance sheets, and net those costs with long-term debt. This ASU will have no effect on the Company’s consolidated statements of operations or its liquidity. 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 do not believe that this ASU will have an impact on our consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, to provide guidance on principles and definitions to reduce diversity in the timing and content of disclosures when evaluating whether there is substantial doubt about an organization’s ability to continue as a going concern. This ASU is effective in |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jan. 30, 2016 | |
Fair Value Measurements | 2. Fair Value Measurements We record our money market funds, interest rate caps and forward foreign exchange contracts at fair value. Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. Accounting guidance prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Level 3 – Inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. Valuation techniques could include the use of discounted cash flow models and similar techniques. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the fair value measurement in its entirety is classified is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Assets and Liabilities Measured at Fair Value on a Recurring Basis The tables below present our assets and liabilities measured at fair value on a recurring basis as of January 30, 2016 and January 31, 2015, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands). There were no transfers into or out of Level 1 and Level 2 during fiscal 2015 or 2014. January 30, 2016 Quoted Prices in (Level 1) Significant Other (Level 2) Significant (Level 3) Total Fair Value Liabilities Forward foreign exchange contracts $ — $ 145 $ — $ 145 Total $ — $ 145 $ — $ 145 January 31, 2015 Quoted Prices in (Level 1) Significant Other (Level 2) Significant (Level 3) Total Fair Value Assets Interest rate caps $ — $ 17 $ — $ 17 Forward foreign exchange contracts — 96 — 96 Total $ — $ 113 $ — $ 113 Our cash equivalents, which are primarily placed in money market funds, are valued at their original purchase prices plus interest that has accrued at the stated rate. The fair value of our interest rate caps was determined using the market standard methodology of discounting future cash receipts. The variable cash receipts were based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves and volatilities. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, were incorporated in the fair values to account for potential nonperformance risk. In adjusting the fair value of these contracts for the effect of nonperformance risk, we have considered any applicable credit enhancements such as collateral postings, thresholds, mutual puts, and guarantees. Although we have determined the majority of the inputs used to value our interest rate caps fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, as of January 30, 2016 and January 31, 2015, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our interest rate cap positions and determined the credit valuation adjustment was not significant to the overall valuation. As a result, we classified our interest rate caps derivative valuations in Level 2 of the fair value hierarchy. The fair value of our forward foreign exchange contracts was determined using the market approach and Level 2 inputs. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The carrying value of cash and cash equivalents, receivables, 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): January 30, 2016 January 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Term loan $ 768,370 $ 399,933 $ 768,048 $ 530,680 Notes 287,575 71,894 346,000 128,020 Total $ 1,055,945 $ 471,827 $ 1,114,048 $ 658,700 We had no other financial assets or liabilities measured at fair value as of January 30, 2016 and January 31, 2015. Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis Our non-financial assets, which primarily consist of goodwill, other intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis and are reported at carrying value. However, on a periodic basis whenever events or changes in circumstances indicate their carrying value may not be fully recoverable, and at least annually for goodwill and indefinite-lived intangible assets, non-financial assets are assessed for impairment and, if applicable, written-down to and recorded at fair value, considering external market participant assumptions. During fiscal 2015, we determined that there was no goodwill impairment for all of our reporting units and there was no impairment on our indefinite-lived intangible assets (trade names) (see Note 3). During fiscal 2014, we recorded $378.8 million of goodwill impairment related to our Gymboree Retail, Gymboree Outlet, and Crazy 8 reporting units and $212.6 million of impairment related to our indefinite-lived intangible assets (see Note 3). During fiscal 2013, we recorded $140.2 million of goodwill impairment related to our Gymboree Retail, Gymboree Outlet, and Crazy 8 reporting units and $17.0 million of impairment related to our indefinite-lived intangible assets (see Note 3). During fiscal 2015, 2014, and 2013, we recorded impairment charges of $1.3 million, $6.0 million, and $7.6 million, respectively, related to assets of under-performing stores. The fair market value of these non-financial assets was determined using the income approach and Level 3 inputs, which required management to make significant estimates about future cash flows. Management estimates the amount and timing of future cash flows based on historical operating results and its experience and knowledge of the retail market in which each store operates. During fiscal 2013, we also recorded $3.1 million of impairment related to an abandonment of assets. These impairment charges are included in SG&A expenses in the accompanying consolidated statement of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets and Liabilities | 12 Months Ended |
Jan. 30, 2016 | |
Goodwill and Intangible Assets and Liabilities | 3. Goodwill and Intangible Assets and Liabilities Goodwill Goodwill allocated to our reportable segments as of January 30, 2016, January 31, 2015, and February 1, 2014, is as follows (in thousands): Retail Stores Gymboree Play International Retail Segment & Music Segment Franchise Segment Total Balance as of January 30, 2016 Goodwill $ 887,241 $ 16,389 $ 23,636 $ 927,266 Accumulated impairment losses (547,285 ) — — (547,285 ) Effect of exchange rate fluctuations (7,244 ) — — (7,244 ) $ 332,712 $ 16,389 $ 23,636 $ 372,737 Balance as of January 31, 2015 Goodwill $ 887,241 $ 16,389 $ 23,636 $ 927,266 Accumulated impairment losses (547,285 ) — — (547,285 ) Effect of exchange rate fluctuations (6,147 ) — — (6,147 ) $ 333,809 $ 16,389 $ 23,636 $ 373,834 Balance as of February 1, 2014 Goodwill $ 887,241 $ 16,389 $ 23,636 $ 927,266 Accumulated impairment losses (168,489 ) — — (168,489 ) $ 718,752 $ 16,389 $ 23,636 $ 758,777 During fiscal 2015, we determined that there was no goodwill impairment for any of our reporting units. Goodwill impairment during fiscal 2014 and 2013 are as follows (in thousands): Retail Stores Gymboree Play International Retail Fiscal Year Segment & Music Segment Franchise Segment Total 2014 $ (378,796 ) $ — $ — $ (378,796 ) 2013 $ (140,189 ) $ — $ — $ (140,189 ) Goodwill Impairment We performed our annual goodwill impairment test during the fourth quarter of fiscal 2015 (fiscal November) and determined that there was no goodwill impairment for any of our reporting units. Based on the results of the first step of the Company’s impairment test performed, we determined that the fair value of our reporting units each exceeded their carrying values by more than 30%. The annual goodwill impairment analysis for the reporting units was based on our projection of revenues, gross margin, operating costs and cash flows considering historical and estimated future results, general economic and future market conditions, as well as the impact of planned business and operational strategies. We based our projections on assumptions we believed to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Actual results may differ from those estimates. The valuations employed typical methodologies to measure fair value and considered market factors and reporting unit specific fact patterns. We primarily used an income approach and market approach to value these reporting units. Assumptions used in the market approach include valuation multiples based on an analysis of multiples for comparable public companies and similar transactions. Finally, specific weights were applied to the components of each approach to estimate the total fair value. These weights are based on estimates and are developed based on the specific characteristics, risks and uncertainties of each reporting unit. The fair value of the Gymboree Retail, Gymboree Outlet, Janie and Jack, Crazy 8, Play & Music, and International Retail Franchise reporting units were $581.0 million, $140.0 million, $274.0 million, $143.0 million, $64.0 million, and $75.0 million, respectively, which exceeded the carrying values of $436.6 million, $106.6 million, $77.2 million, $69.9 million, $40.3 million, and $26.7 million, respectively. During fiscal 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 2). During fiscal 2013, due to the impact of weak results in fiscal 2013, particularly in the fourth quarter, we recognized goodwill impairment in the Crazy 8, Gymboree Retail and Gymboree Outlet reporting units, components of our retail stores reporting segment, of $85.3 million, $38.8 million and $16.1 million, respectively (see Note 2). Intangible Assets and Liabilities Intangible assets and liabilities consist of the following (in thousands): January 30, 2016 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 3,435 (2,480 ) — 955 Co-branded credit card agreement 4,000 (3,189 ) — 811 Franchise agreements and reacquired franchise rights 6,625 (4,792 ) — 1,833 14,060 (10,461 ) — 3,599 Total other intangible assets $ 581,072 $ (10,461 ) $ (229,600 ) $ 341,011 Intangible Liabilities Subject to Amortization: Above market leases (included in Lease incentives and other liabilities) $ (10,461 ) $ 7,435 $ — $ (3,026 ) 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 ) The decrease in the gross carrying amount of customer relationships, below market leases, franchise agreements and reacquired franchise rights, and above market leases from January 31, 2015 to January 30, 2016 reflects the write-off of certain fully amortized intangibles. Indefinite-Lived Intangible Assets Impairment We performed our annual impairment test of indefinite-lived intangible assets (trade names) during the fourth quarter of fiscal 2015 and concluded that these assets were not impaired. In connection with our annual impairment test, we determined that the estimated fair values of Gymboree Retail, Gymboree Outlet, Janie and Jack, Crazy 8 and Play & Music trade names were $229.5 million, $40.5 million, $61.6 million, $19.8 million and $46.8 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. During fiscal 2014, we recognized a $212.6 million impairment charge related to trade names of our retail stores segment. Due to the impact of weak results in fiscal 2013, particularly in the fourth quarter, we recognized a $17.0 million impairment charge related to trade names of our retail stores segment, which is included as a component of goodwill and intangible asset impairment. The Company assigned the following useful lives to its intangible assets: Useful Life Location of Expense Trade names Indefinite — Below market leases Remaining lease term COGS Co-branded credit card agreement 6.5 years SG&A Retail franchise agreement 6 years SG&A Gymboree Play & Music reacquired franchise rights Remaining contractual term SG&A Gymboree Play & Music franchise agreements 14 years SG&A Above market leases Remaining lease term COGS Net amortization income (expense) is presented below for the fiscal years ended (in thousands): January 30, 2016 January 31, 2015 February 1, 2014 Cost of goods sold - Amortization income $ 745 $ 958 $ 1,446 Selling, general and administrative expenses - Amortization expense $ (1,708 ) $ (2,118 ) $ (3,842 ) We estimate that amortization expense (income) related to intangible assets and liabilities will be as follows in each of the next five fiscal years and thereafter (in thousands): Below Market Above Market Other Fiscal Leases Leases Intangibles Total 2016 $ 476 $ (1,393 ) $ 1,386 $ 469 2017 335 (1,010 ) 332 (343 ) 2018 110 (464 ) 136 (218 ) 2019 15 (38 ) 136 113 2020 15 (38 ) 136 113 Thereafter 4 (83 ) 518 439 Total $ 955 $ (3,026 ) $ 2,644 $ 573 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 12 Months Ended |
Jan. 30, 2016 | |
Accrued and Other Current Liabilities | 4. Accrued and Other Current Liabilities Accrued and other current liabilities consist of the following (in thousands): January 30, 2016 January 31, 2015 Employee compensation related expenses $ 30,881 $ 23,705 Unredeemed gift cards, gift certificates, merchandise credits and customer deposits 24,809 24,924 Corporate expenses 22,479 21,054 Store operating expenses 9,956 7,822 Accrued interest 8,760 9,845 Sales taxes 2,105 1,554 Other 3,264 5,901 Total $ 102,254 $ 94,805 |
401(k) Plan
401(k) Plan | 12 Months Ended |
Jan. 30, 2016 | |
401(k) Plan | 5. 401(k) Plan We maintain a voluntary defined contribution 401(k) plan (the “Plan”) covering employees who have met certain service and eligibility requirements. Employees may elect to contribute up to 75% of their compensation to the Plan, not to exceed the dollar limit set by law. Beginning in January 2013, we contribute $1.00 to the plan for each $1.00 contributed by an employee, up to 4% of the employee’s salary. Matching contributions to the Plan totaled approximately $2.5 million, $2.3 million, and $2.1 million during fiscal 2015, 2014, and 2013, respectively. |
Line of Credit
Line of Credit | 12 Months Ended |
Jan. 30, 2016 | |
Line of Credit | 6. Line of Credit In September 2015, we entered into the first amendment (the “First Amendment”) to our senior secured asset-based revolving credit facility (“ABL Revolving Facility”) 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 the Notes (which mature in December 2018), unless such indebtedness is 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 indebtedness. The ABL Revolving Facility, as amended by the First Amendment, provided financing of up to $225 million in a revolving line of credit. Line of credit availability under the ABL Revolving Facility is subject to a borrowing base consisting of certain 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 Revolving Facility as of January 30, 2016 and January 31, 2015 were $19.0 million and $33.0 million, respectively. The line of credit available under the ABL Revolving Facility is reduced by letter of credit utilization totaling $27.6 million as of January 30, 2016. Undrawn line of credit availability under the ABL Revolving Facility, after being reduced by outstanding borrowings and letter of credit utilization, was $125.5 million as of January 30, 2016. Average line of credit borrowings during fiscal 2015 and 2014 under the ABL Facility amounted to $51.9 million and $32.0 million, respectively. Line of credit borrowings under the ABL Revolving Facility bear interest at a rate per annum equal to, at our option, either (a) a base rate determined by reference to the highest of (1) the prime rate of Bank of America, N.A., (2) the federal funds effective rate plus 0.50%, and (3) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00%, or (b) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs (“Adjusted LIBOR”), in each case plus an applicable margin. As of January 30, 2016, the weighted average interest rate on our line of credit borrowings outstanding under the ABL Revolving Facility was 3.5%. In addition to paying interest on outstanding line of credit borrowings under the ABL Revolving Facility, we are required to pay a commitment fee on unutilized commitments thereunder, which is between 0.250% and 0.375% per annum under the amended ABL revolving Facility. If at any time the aggregate amount of outstanding loans, unreimbursed letter of credit drawings and undrawn letters of credit under the ABL Revolving Facility 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 Revolving Facility contains financial and other covenants that, among other things, restrict our ability to incur additional indebtedness and pay dividends. As of January 30, 2016, the ABL Revolving Facility also contains a financial covenant that required the Company to test its consolidated fixed charge coverage ratio when availability under the facility fell below a specified threshold. As of January 30, 2016, we were not required to test compliance with this covenant. The obligations under the ABL Revolving Facility 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 Revolving Facility (see Note 20). On April 22, 2016, we entered into a second amendment to the ABL Revolving Facility (the ABL Revolving Facility, as so amended, the “ABL Facility” or the “Second Amendment”). The Second Amendment provides for a senior secured term loan (the “ABL Term Loan”) of $50.0 million, subject to a borrowing base, the proceeds of which may be used to finance the acquisition of working capital assets, including the purchase of inventory and equipment, in each case in the ordinary course of business, to finance capital expenditures, to finance permitted acquisitions and for general corporate purposes, including repurchases of the Notes. The Second Amendment provides that the ABL Term Loan will bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a 90-day LIBOR contract rate as determined by the agent for the ABL Term Loan monthly on the first day of each calendar month, plus 10.25% per annum, or, in certain circumstances, at the prime rate, plus 9.25% per annum. The Second Amendment also provides for a new availability covenant, whereby so long as any amount of the ABL Term Loan remains outstanding, the Company and its restricted subsidiaries must maintain, at all times, (i) Combined Availability (or, an amount equal to (a) the ABL Term Loan borrowing base minus the sum of (b) the aggregate outstanding principal amount under the ABL Facility (including the ABL Term Loan, revolving line of credit borrowings and letter of credit utilization)) in excess of the greater of (x) $17.5 million and (y) 10% of the ABL Term Loan borrowing base; and (ii) Availability (or an amount equal to the lesser of (A) (I) the revolving credit ceiling minus (II) the aggregate principal amount outstanding under the revolving line of credit and letter of credit utilization and (B) (I) the revolving line of credit borrowing base minus (II) the aggregate principal amount outstanding under the revolving line of credit and letter of credit utilization) in excess of the greater of (x) $17.5 million and (y) 10% of the lesser of (A) the applicable revolving line of credit borrowing base and (B) the revolving credit ceiling (which as of the date hereof is $225.0 million). The Second Amendment further provides that the Company’s consolidated fixed charge coverage ratio will not be tested as long as the ABL Term Loan remains outstanding. The maturity date for the ABL Term Loan is the same as the maturity date of the ABL revolving commitments discussed above, and all other material affirmative and negative covenants and events of default under the ABL Facility remain substantially unchanged. In addition, the restrictions on amendments to the ABL Facility were amended to provide the agent for the ABL Term Loan and the ABL Term Loan lenders certain consent rights relating to, among other terms and provisions, the borrowing bases, the availability covenant and certain negative covenants. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Jan. 30, 2016 | |
Long-Term Debt | 7. Long-Term Debt Long-term debt consists of (in thousands): January 30, 2016 January 31, 2015 Term loan due February 2018, Adjusted LIBOR (with a floor of 1.5%) plus 3.5%, net of discount of $732 and $1,054 $ 768,370 $ 768,048 Senior notes due December 2018, 9.125% 287,575 346,000 Long-term debt $ 1,055,945 $ 1,114,048 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 Facility. The interest rate for borrowings under the Term Loan is, at our option, a base rate plus an additional marginal rate of 2.5% or the Adjusted LIBOR rate (with a 1.5% floor) plus an additional rate of 3.5%. As of January 30, 2016, 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 2015 operating results and concluded we are not required to make any excess cash flow payments on the Term Loan during fiscal 2016. Voluntary prepayments and the excess cash flow prepayments made in prior fiscal years were applied toward our remaining quarterly amortization payments payable under the Term Loan through fiscal 2016. Our next quarterly payment payable under the Term Loan is due in the first quarter of fiscal 2017. The obligations under the Term Loan are secured, subject to certain exceptions, by substantially all of our assets and those of our 100%-owned domestic subsidiaries. Our 100%-owned domestic subsidiaries also have fully and unconditionally guaranteed the Company’s obligations under the Term Loan. Notes In fiscal 2010, we issued $400 million aggregate principal amount of 9.125% senior notes due in December 2018 (the “Notes”). Interest on the Notes is payable semi-annually. If the Company or our subsidiaries sell certain assets, we generally must either invest the net cash proceeds from such sale in our business within a certain period of time, use the proceeds to prepay senior secured debt, or make an offer to purchase a principal amount of the Notes equal to the excess net cash proceeds at a redemption price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest. Upon a change in control, we may also be required to make an offer to purchase all of the Notes at a redemption price equal to 101% of the principal amount of the Notes redeemed plus accrued and unpaid interest. We may redeem the Notes, in whole or in part, upon at least 30 days prior notice, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on December 1 of each of the years indicated below: Year Percentage 2014 104.563 % 2015 102.281 % 2016 and thereafter 100.000 % 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 20). The guarantees of the Notes are joint and several and will terminate upon the following circumstances: (A) the sale, exchange, disposition or transfer (by merger or otherwise) of (x) the capital stock of the guarantor providing the applicable guarantee, if after such sale, exchange, disposition or transfer such guarantor is no longer a subsidiary of The Gymboree Corporation, or (y) all or substantially all of the assets of such guarantor, (B) the release or discharge of the guarantee by such guarantor of the other indebtedness which resulted in the creation of the subsidiary guarantee by such guarantor under the Indenture, (C) the designation of such guarantor as an “unrestricted subsidiary” under the Indenture or (D) the legal defeasance, covenant defeasance or satisfaction and discharge of the Indenture, in each such case specified in clauses (A) through (D) above in accordance with the requirements therefore set forth in the Indenture. During fiscal 2015, we repurchased Notes with an aggregate principal amount of $58.4 million for $15.3 million in cash through open market transactions (the “2015 Repurchase”). We recorded a $41.5 million gain on extinguishment of debt, net of $1.6 million charge related to the write-off of deferred financing costs associated with the extinguished debt. During fiscal 2013, we repurchased Notes with an aggregate principal amount of $25 million for $24.8 million in cash through privately negotiated transactions (the “2013 Repurchase”). We recorded a $0.8 million loss on extinguishment of debt, net of a $1.0 million charge related to the write-off of deferred financing costs associated with the extinguished debt. Future minimum principal payments on long-term debt, excluding accretion of original issue discount (“OID”) of $0.7 million, as of January 30, 2016, are as follows (in thousands): Fiscal years Principal Payments 2016 $ — 2017 6,502 2018 1,050,175 Total $ 1,056,677 The table above does not reflect the reduction in principal amount of the Notes as a result of the repurchase of Notes subsequent to the end of fiscal 2015 (see Note 22). Interest Expense on Long-Term Debt and ABL Total interest expense reported in the consolidated statements of operations includes interest expense on long-term debt and borrowings under the ABL Revolving Facility of $84.4 million, $81.9 million, and $81.6 million during fiscal 2015, 2014, and 2013, respectively. Amortization of deferred financing costs and accretion of OID are also included in interest expense. Deferred Financing Costs and OID Deferred financing costs allocated to the Term Loan and Notes are amortized over the term of the related financing agreements using the effective interest method. Deferred financing costs incurred a result of The First Amendment of ABL in September 2015 amounted to $1.7 million. The remaining amortization period allocated to the ABL Revolving Facility (as amended by the First Amendment), which is amortized on a straight-line basis, is 1.9 years. Deferred financing costs allocated to the sale-leaseback financing liability are amortized on a straight-line basis over 10 years (see Note 8). The weighted-average remaining amortization period of the Term Loan, Notes, and ABL is approximately 2.3 years as of January 30, 2016. Amortization of deferred financing costs is recorded in interest expense and was approximately $7.4 million, $6.8 million, and $6.5 million during fiscal 2015, 2014, and 2013, respectively. Amortization of deferred financing costs for each of the next five fiscal years is estimated to be as follows (in thousands): Fiscal years Amount 2016 $ 7,604 2017 7,934 2018 2,920 2019 90 2020 90 Thereafter 381 Total $ 19,019 |
Sale-leaseback of Dixon Distrib
Sale-leaseback of Dixon Distribution Center | 12 Months Ended |
Jan. 30, 2016 | |
Sale-leaseback of Dixon Distribution Center | 8. 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. The total amount of restricted funds was used to fund capital expenditures during fiscal 2015. 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. Payments made by the Company related to the sale-leaseback financing liability during fiscal 2015 totaled $1.3 million, $1.2 million out of which was included in interest expense. As of January 30, 2016, future payments on the sale-leaseback financing liability, excluding renewals, are as follows (in thousands): Fiscal years Payments 2016 $ 1,800 2017 1,822 2018 1,845 2019 1,868 2020 1,891 Thereafter 31,366 Total payments 40,592 Less amount representing interest (13,977 ) Total sale-leaseback financing liability 26,615 Less current portion of sale-leaseback financing liability - included in accrued liabilities (208 ) Long-term portion of sale-leaseback financing liability $ 26,407 As of January 30, 2016, the net carrying value of the Dixon distribution center assets that are included in property and equipment on our consolidated balance sheets amounted to $18.9 million. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Jan. 30, 2016 | |
Derivative Financial Instruments | 9. 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 Canada. The purpose of these contracts is to protect us from fluctuations in the exchange rates upon the settlement of such balances. These contracts are not designated as hedges. Consequently, changes in the fair value of these contracts are included in other income. In December 2010, we paid approximately $12.1 million to enter into interest rate caps to hedge against rising interest rates associated with the $700 million principal of our Term Loan (see Note 7) above the strike rate of the cap through December 23, 2016, the maturity date of the caps. The interest rate caps were designated on the date of execution as cash-flow hedges. The premium, and any related amounts reported in accumulated other comprehensive loss, are being amortized to interest expense through December 23, 2016, as interest payments are made on the underlying Term Loan. During fiscal 2015, 2014, and 2013, we reclassified approximately $3.9 million, $2.1 million, and $1.1 million, respectively, from accumulated other comprehensive loss to interest expense. We estimate that approximately $4.7 million will be reclassified from accumulated other comprehensive loss to interest expense within the next 12 months. For a derivative instrument designated as a cash-flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income (loss) and is subsequently recognized in earnings when the hedged exposure is recognized in earnings. Gains or losses on the derivative representing either hedge components excluded from the assessment of effectiveness or hedge ineffectiveness are recognized in earnings. We had the following outstanding derivatives designated as cash flow hedges (U.S. dollars in thousands): January 30, 2016 January 31, 2015 Number of Notional Number of Notional Interest rate derivatives Purchased interest rate caps 4 $ 700,000 4 $ 700,000 Foreign exchange derivatives Forward foreign exchange contracts 6 5,492 6 4,633 Total 10 $ 705,492 10 $ 704,633 There were no forward foreign exchange contracts that were not designated as hedges as of January 30, 2016 and January 31, 2015. The table below presents the fair value of all of our derivative financial instruments as well as their classification on the consolidated balance sheets (in thousands) (see Note 2). January 30, 2016 January 31, 2015 Derivative Liabilities Derivative Assets Other Assets Purchased interest rate caps $ — $ 17 Forward foreign exchange contracts — 96 Total $ — $ 113 Accrued Liabilities Forward foreign exchange contracts $ 145 $ — The tables below present the effect of all of our derivative financial instruments on the consolidated statements of operations and comprehensive loss (in thousands). No amounts were reclassified from accumulated other comprehensive loss into earnings as a result of forecasted transactions that failed to occur or as a result of hedge ineffectiveness (see Note 15). Year Ended January 30, 2016 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (17 ) Interest expense $ (3,861 ) Forward foreign exchange contracts — Cost of goods sold 291 Total $ (17 ) $ (3,570 ) Year Ended January 31, 2015 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (582 ) Interest expense $ (2,062 ) Forward foreign exchange contracts 290 Cost of goods sold 455 Total $ (292 ) $ (1,607 ) Year Ended February 1, 2014 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (365 ) Interest expense $ (1,135 ) Forward foreign exchange contracts 715 Cost of goods sold 266 Total $ 350 $ (869 ) |
Lease Incentives and Other Liab
Lease Incentives and Other Liabilities | 12 Months Ended |
Jan. 30, 2016 | |
Lease Incentives and Other Liabilities | 10. Lease Incentives and Other Liabilities Lease incentives and other liabilities consist of the following (in thousands): January 30, 2016 January 31, 2015 Above market leases $ 3,026 $ 4,605 Deferred rent 21,078 20,822 Lease allowances 22,795 25,579 Other 2,765 2,671 Total $ 49,664 $ 53,677 |
Leases
Leases | 12 Months Ended |
Jan. 30, 2016 | |
Leases | 11. Leases Operating Leases We lease our retail store locations, corporate headquarters, certain warehouse space and certain fixtures and equipment under operating leases. The leases expire at various dates through fiscal 2026. Store leases typically have 10-year terms and some include a cancellation clause if minimum revenue levels are not achieved during a specified 12-month period during the lease term. Some leases are structured with a minimum rent component plus a percentage rent based on the store’s net sales in excess of a certain threshold. Substantially all of the leases require us to pay insurance, utilities, real estate taxes, and common area repair and maintenance expenses. In January 2016, we subleased part of our corporate headquarters under an operating lease to a third party which will expire in April 2018. Future minimum rental payments, net of rental receipts totaling approximately $4.9 million through fiscal 2018, under non-cancelable operating leases as of January 30, 2016 are as follows (in thousands): Fiscal years Net Payments 2016 $ 100,500 2017 87,543 2018 65,656 2019 50,535 2020 41,989 Thereafter 86,185 Total future minimum lease payments and receipts, net $ 432,408 Rent expense, including other lease required expenses such as common area maintenance expenses, real estate taxes, and utilities, were as follows for the fiscal years ended (in thousands): January 30, 2016 January 31, 2015 February 1, 2014 Minimum rent $ 106,123 $ 107,927 $ 102,482 Other lease required expenses 56,143 55,268 53,678 Percentage rent expense 991 845 788 Amortization income of above and below market leases, net (745 ) (958 ) (1,446 ) Total rent expense $ 162,512 $ 163,082 $ 155,502 Capital Lease During fiscal 2013, we outsourced the fulfillment of www.gymboree.com online customer orders to a third-party fulfillment center in Ohio, under an operating services agreement. The agreement provides us with warehousing, fulfillment and logistics services. Certain assets under the operating services agreement, including leasehold improvements, equipment and software, are treated as a capital lease which commenced in the third quarter of fiscal 2013 and ends in fiscal 2019. Assets recorded under this capital lease were recorded at the present value of minimum lease payments and are amortized over the lease term. Amortization of the capital lease assets, which is included in SG&A in our consolidated statements of operations, amounted to $0.7 million, and $0.7 million during fiscal 2015 and 2014, respectively. As of January 30, 2016 and January 31, 2015, the following assets under capital lease are included under the line property and equipment in our consolidated balance sheets (in thousands): January 30, 2016 January 31, 2015 Leasehold improvements $ 1,776 $ 1,776 Furniture, fixtures and equipment 2,326 2,326 Total assets under capital lease 4,102 4,102 Less: Accumulated amortization (1,724 ) (1,011 ) Net assets under capital lease $ 2,378 $ 3,091 Annual future minimum obligations under capital lease for each of the next five years, as of January 30, 2016, are as follows (in thousands): Fiscal Years Capital Leases 2016 $ 838 2017 838 2018 838 2019 876 Total minimum lease payments 3,390 Less amount representing interest (540 ) Total future minimum lease payments 2,850 Less current portion of obligation under capital lease (605 ) Obligations under capital lease, less current portion $ 2,245 The Company capitalized asset retirement costs and recorded a related asset retirement obligation of $2.0 million at inception of the capital lease for restoration of the leased property to its original condition upon completion of the agreement. These items are included in leasehold improvements and lease incentives and other liabilities, respectively in our consolidated balance sheets. As of January 30, 2016, the asset retirement obligation increased to $2.1 million as a result of accretion expense during fiscal 2015. On February 25, 2016, the Company entered into an agreement to terminate the operating services agreement described above effective upon exiting from the fulfillment center in Ohio, which is expected to be in May 2016. The fulfillment of our www.gymboree.com online customer orders will continue to be processed at the third-party fulfillment center in Ohio through April 30, 2016. The Company expects to transfer the warehousing, logistics and fulfillment of our www.gymboree.com online customer orders to our distribution center in Dixon, California in May 2016. The Company will continue to pay a monthly minimum fee of approximately $0.7 million until April 30, 2016 and will pay an early termination fee of $8.3 million to the third-party fulfillment center. Payment of the termination fee will relieve the Company of all future obligations to the third-party fulfillment center. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Jan. 30, 2016 | |
Share-Based Compensation | 12. Share-Based Compensation 2010 Equity Incentive Plan Parent maintains the Giraffe Holding, Inc. 2010 Equity Incentive Plan (the “2010 Plan”) under which non-qualified stock options and other equity-based awards may be granted to eligible employees and directors of, and consultants and advisors to, Parent and its subsidiaries. A maximum of 11,622,231 shares of Parent’s Class A common stock (“Class A common stock”) and 1,291,359 shares of Parent’s Class L common stock (“Class L common stock”) may be delivered in satisfaction of awards granted under the 2010 Plan. As of January 30, 2016, there were 3,449,853 shares of Class A common stock and 383,317 shares of Class L common stock available for the grant of future awards under the 2010 Plan. Shares of stock delivered under the 2010 Plan may be authorized but unissued shares of stock or previously issued shares of stock acquired by Parent. Class L common stock is a combination of preferred stock and common stock. Each share of Class L common stock, whenever issued, has a “liquidation preference” that initially equals $36.00 and will grow at a rate equal to fifteen percent (15%) per year, compounded quarterly. Each share of Class L common stock also includes all of the economic rights included in one share of Class A common stock. Class A common stock behaves like standard common stock. Class A common stock does not have a specified liquidation preference like the Class L common stock described above. The shares of Class A common stock will participate in all future appreciation of the value of Parent after the Class L common stock liquidation preference has been satisfied. The holders of Class A common stock and Class L common stock generally vote as a single class. Upon liquidation, after the payment of all required distributions to the holders of Class L common stock, the holders of all of the common shares (both Class A and Class L) will receive all remaining distributions ratably as a single class. The Class A and Class L common stock will share ratably in any non-liquidating distributions. Class L common stock will convert into Class A common stock if Parent is taken public in the future. Upon a sale of all or substantially all of the business or assets of Parent and its subsidiaries, holders of a majority of the shares of Class L common stock may elect to convert the Class L common stock into Class A common stock. Stock Options The following table summarizes the stock option activity during fiscal 2015: Number of options (in thousands) Weighted-average exercise price per Weighted-average remaining contractual life (in years) Outstanding at January 31, 2015 809 $ 28.61 9.6 Granted 1,002 $ 8.50 Forfeited (944 ) $ 24.85 Outstanding at January 30, 2016 867 9.47 8.7 Vested and expected to vest at January 30, 2016 (1) 759 $ 9.61 8.7 Exercisable at January 30, 2016 242 $ 11.98 8.2 (1) The expected to vest options are the result of applying the pre-vesting forfeiture rate assumptions to total unvested options outstanding. The outstanding options granted by Parent to employees of the Company allow each grantee to purchase units of shares of Parent’s Class A and Class L common stock. Each unit consists of 9 shares of Parent’s Class A and 1 share of Class L common stock. The fair value of a unit was determined to be $8.50, $8.50, and $45.00 for fiscal 2015, 2014, and 2013, respectively, by the Company using the Option Pricing Method, which considers the various equity securities as call options on the total equity value, giving consideration to the rights and preferences of each class of equity. The various classes of equity are modeled as call options that give their owners the right, but not the obligation, to buy the underlying equity value at a predetermined (or exercise) price. The options each have a term of ten years and vest over a five-year period based only on time-based service conditions. The weighted-average fair value of options granted under the 2010 Plan was estimated to be $6.11, $4.43, and $30.49 per unit on the date of grant using the Black-Scholes option valuation model for fiscal 2015, 2014, and 2013, respectively. For purposes of this model, no dividends have been assumed. Expected stock price volatility was determined based on the historical and implied volatilities of comparable companies and based on each of the guideline company’s longest term traded options, where available. The risk-free interest rate was based on United States Treasury yields in effect at the time of the grant for notes with comparable terms as the awards. The fair value of each stock option granted was estimated using the assumptions below for the fiscal years ended: January 30, 2016 January 31, 2015 February 1, 2014 Expected dividend rate — — — Expected volatility 81.4 % 80.9 % 75.2 % Risk-free interest rate 1.9 % 2.1 % 1.4 % Expected lives (years) 6.5 6.5 6.5 As of January 30, 2016, there was approximately $7.1 million of unrecognized compensation cost (net of estimated forfeitures) related to stock options, which is expected to be recognized over a weighted-average period of 4.0 years. Restricted Units Stock-based compensation cost for restricted units (“RUs”) is measured based on the value of the Company’s stock on the grant date. RU awards vest over a three-year period based only on time-based service conditions. The expense for these awards, net of estimated forfeitures, is recorded over the requisite service period based on the number of awards that are expected to be earned. As of January 30, 2016 and January 31, 2015, there were approximately 6,000 and 19,000 RUs, respectively, with a grant date fair value of $45.00 per unit that were outstanding. During fiscal 2015, there were approximately 13,000 RUs with a grant date fair value of $45.00 per unit that vested. As of January 30, 2016, there was approximately $0.2 million of unrecognized compensation cost (net of estimated forfeitures) related to unvested RUs that is expected to be recognized over a weighted average period of 0.8 years. The total fair value of RUs that vested during fiscal 2015 and fiscal 2014 was $0.1 million and $0.1 million, respectively. Share-Based Compensation Expense Share-based compensation expense included as a component of SG&A expenses was $3.4 million, $4.6 million, and $5.8 million during fiscal 2015, 2014, and 2013, respectively. We include an estimate of forfeitures in determining share-based compensation expense. The share-based compensation expense during fiscal 2015 includes $0.2 million of upfront incremental share-based compensation expense related to a modification of certain employee stock options on May 27, 2015. 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 January 30, 2016, there were approximately $0.7 million of unrecognized incremental compensation expense that will be recognized over an average period of 3.7 years. The share-based compensation expense during fiscal 2014 includes $0.3 million of upfront incremental share-based compensation expense related to a modification of certain employee stock options on December 12, 2014. The terms of the modification include changes in exercise price and vesting period for certain employees with stock options that were outstanding as of December 12, 2014. As of January 30, 2016, there were approximately $0.5 million of unrecognized incremental compensation expense that will be recognized over an average period of 3.9 years. We recognized $0.1 million of income tax benefit and $0.4 million of income tax expense, before valuation allowance, related to share-based compensation expense during fiscal 2015 and 2014, respectively. We recognized $1.4 million of income tax benefits, before valuation allowance, related to share-based compensation expense during fiscal 2013. In the third quarter of fiscal 2013, we established a valuation allowance against certain deferred tax assets, which eliminates existing tax benefits related to share-based compensation expense in the current and prior years. For fiscal 2015, 2014, and 2013 we reported no excess tax benefits as financing cash inflows. 2013 Gymboree China Phantom Equity Incentive Plan Units awarded under the Company’s 2013 Gymboree China Phantom Equity Incentive Plan (the “Phantom Plan”) represent a hypothetical equity interest in Gymboree Hong Kong Limited, the unconsolidated direct parent of the VIEs (“Gymboree HK”). The Company is a member of a related party group that controls Gymboree HK. Units may be granted to eligible employees and directors of, and consultants and advisors to, the Company and its subsidiaries. Each award gives the holder of the award the conditional right to receive, in accordance with the terms of the Phantom Plan and the award, a specified interest in the value of the “Pool.” For this purpose, the “Pool” means an amount of cash equal to 10% of the amount by which the sum of the amount of cash and the fair market value of marketable securities, in each case, received by Bain Fund X, L.P. and its permitted transferees in respect of shares of common stock of Gymboree HK they beneficially own exceeds a number equal to $12 million plus the amount of any additional equity investment, whether direct or indirect, by the Bain Fund X, L.P. and its permitted transferees in Gymboree HK. Under a form of award adopted under the Phantom Plan on September 12, 2013, each award will conditionally vest as to 20% of the Units subject to the award on each of the first five anniversaries of the date specified by the Plan administrator, subject to continued employment or service with the Company through the applicable anniversary. The Compensation Committee of the Board of Directors of the Company currently serves as the administrator of the Phantom Plan. Each award will only vest and become payable if a “Payment Event” (e.g., an occurrence of sale or a qualified IPO as defined in the Phantom Plan) occurs at a time when the award is outstanding. Upon the occurrence of a Payment Event, the Company is obligated to make a payment in cash to the holder of the award equal to the product of (i) the value of the Pool and (ii) (A) the number of conditionally vested Units that were outstanding under the participant’s award immediately prior to the Payment Event divided by (B) 1,000,000. All Units subject to the award will conditionally vest in full upon the occurrence of a “Sale” (as defined in the Phantom Plan). If the Payment Event is not a Sale, any portion of an award that is not then conditionally vested will remain eligible to conditionally vest in accordance with its original conditional vesting schedule. With respect to Units that conditionally vest after the occurrence of a Payment Event, if any, on the date such Units conditionally vest, the Company will make a payment in cash to the holder of the award equal to the product of (i) the value of the Pool and (ii) (A) the number of Units that conditionally vested on such date divided by (B) 1,000,000. A summary of activity under the Phantom Plan was as follows: Number of units Outstanding at January 31, 2015 677 Granted 179 Forfeited (99 ) Outstanding at January 30, 2016 757 Since payment is contingent upon a Payment Event, share-based compensation expense will be recorded on these awards in the period that a Payment Event occurs. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 30, 2016 | |
Income Taxes | 13. Income Taxes The pre-tax (loss) income attributable to foreign and domestic operations was as follows for the fiscal years ended (in thousands): January 30, 2016 January 31, 2015 February 1, 2014 Foreign $ 5,482 $ (21,813 ) $ (4,372 ) United States (8,534 ) (632,118 ) (203,435 ) Total $ (3,052 ) $ (653,931 ) $ (207,807 ) The provision for (benefit from) income taxes consists of the following for the fiscal years ended (in thousands): January 30, 2016 January 31, 2015 February 1, 2014 Current: Federal $ (76 ) $ (510 ) $ 2,065 State 2,502 2,360 2,214 Foreign 4,196 2,796 (2,882 ) Total current 6,622 4,646 1,397 Deferred: Federal (937 ) (71,131 ) (3,291 ) State (24 ) (8,072 ) 1,821 Foreign 51 737 (1,383 ) Total deferred (910 ) (78,466 ) (2,853 ) Total expense (benefit) $ 5,712 $ (73,820 ) $ (1,456 ) A reconciliation of the statutory federal income tax rate with our effective income tax rate was as follows for the fiscal years ended: January 30, 2016 January 31, 2015 February 1, 2014 Statutory federal rate 35.0 % 35.0 % 35.0 % State income taxes, net of income tax (expense) benefit (20.9 ) 0.8 1.1 Benefit from intraperiod allocation 31.2 — — Increase in valuation allowances (128.7 ) (3.8 ) (12.7 ) Impact of foreign operations (net of foreign tax deductions/credit) 19.6 (0.1 ) (0.6 ) Non-deductible goodwill impairment — (20.3 ) (23.6 ) Cancellation of non-qualified stock options (31.1 ) (0.3 ) (0.3 ) Reserves — — 0.4 Federal credits 13.6 0.1 0.9 Enhanced charitable contributions 18.5 0.1 0.3 Tax reserves (39.2 ) — — Other (1.6 ) 0.2 — Effective tax rate (103.6 ) 11.7 0.5 Noncontrolling interest (83.5 ) (0.4 ) 0.2 Total effective tax rate (187.1 )% 11.3 % 0.7 % Temporary differences and carryforwards, which give rise to deferred tax assets and liabilities, were as follows (in thousands): January 30, 2016 January 31, 2015 Deferred tax assets: Inventory $ 7,667 $ 8,031 Deferred revenue 2,820 2,858 State taxes 4,550 4,160 Reserves 11,154 7,152 Stock compensation 4,210 4,159 Deferred rent 9,454 9,594 Net operating loss carryforwards 31,606 37,463 Charitable contribution carryovers 5,875 5,299 Tax credits 8,174 7,400 Sales-leaseback financing liability 10,471 — Other 3,391 7,387 Gross deferred tax assets 99,372 93,503 Valuation allowance (63,183 ) (58,582 ) Total deferred tax assets $ 36,189 $ 34,921 Deferred tax liabilities: Prepaid expenses $ (2,221 ) $ (2,317 ) Fixed asset basis differences (20,877 ) (17,096 ) Intangibles (131,205 ) (131,325 ) Other (3,275 ) (5,449 ) Total deferred tax liabilities $ (157,578 ) $ (156,187 ) Net deferred tax liabilities $ (121,389 ) $ (121,266 ) As of January 30, 2016 and January 31, 2015, the total valuation allowance against deferred tax assets was $63.2 million and $58.6 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 state, and Australian 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. As of January 30, 2016, our net operating loss carryforwards and tax credit carryforwards, with expiration dates, were as follows (in millions): January 30, 2016 Expiration Dates Federal net operating loss $ 65.5 2030 to 2034 State net operating loss $ 40.5 2023 to 2034 China net operating loss $ 20.7 2016 to 2020 Australia net operating loss $ 1.5 Indefinite Tax credits $ 7.0 2017 to 2035 Other tax credits $ 2.3 Indefinite We had unrecognized tax benefits of $6.4 million, $5.6 million, and $6.6 million as of fiscal year-end 2015, 2014, and 2013, respectively. Below is a reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended (in thousands): January 30, 2016 January 31, 2015 February 1, 2014 Balance at beginning of period $ 5,638 $ 6,565 $ 8,562 Gross increases - tax positions in current period 265 473 814 Gross increases - tax positions in prior period 1,467 322 335 Gross decreases - tax positions in prior period (16 ) (1,217 ) (2,187 ) Settlements (350 ) (31 ) (178 ) Lapsed statutes of limitations (410 ) (241 ) (353 ) Decreases based on currency translation adjustments (148 ) (233 ) (428 ) Balance at end of period $ 6,446 $ 5,638 $ 6,565 As of fiscal year-end 2015, 2014, and 2013, $4.1 million, $3.5 million, and $3.6 million, respectively, of unrecognized tax benefits would affect the effective tax rate if recognized. Additionally, as of fiscal year-end 2015, 2014, and 2013, $2.3 million, $2.1 million, and $3.0 million, respectively, of unrecognized tax benefits would result in adjustments to other tax accounts if recognized. We recognize interest and penalties on income tax contingencies in income tax expense. We recognized income tax expense of $229,000, an income tax expense of $33,000, and an income tax benefit of $102,000 during fiscal 2015, 2014, and 2013, respectively, related to interest expense on income taxes. We also recognized income tax benefits of $81,000, $58,000, and $70,000 during fiscal 2015, 2014, and 2013, respectively, related to penalties on income taxes. As of January 30, 2016, we had a liability for interest on income taxes of $859,000 and a liability for penalties on income taxes of $487,000. As of January 31, 2015, we had a liability for interest on income taxes of $919,000 and a liability for penalties on income taxes of $568,000. As of February 1, 2014, we had a liability for interest on income taxes of $889,000 and a liability for penalties on income taxes of $626,000. We believe that it is reasonably possible that the total amount of unrecognized tax benefits of $6.4 million as of January 30, 2016 will decrease by as much as $0.8 million during the next twelve months due to the resolution of certain tax contingencies and lapses of applicable statutes of limitations. The Company and its domestic subsidiaries file income tax returns with federal, state and local tax authorities within the United States. Our foreign affiliates file income tax returns in various foreign jurisdictions, the most significant of which is Canada. With few exceptions, we are no longer subject to United States federal, state, local or foreign examinations by tax authorities for tax years before 2008. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 30, 2016 | |
Commitments and Contingencies | 14. Commitments and Contingencies Commitments Amounts representing estimated inventory and other purchase obligations used in the normal course of business as of January 30, 2016 are as follows: Payments due by period Less than ($ in thousands) 1 year 1-3 years 3-5 years After 5 years Total Inventory purchase obligations (1) $ 182,439 $ — $ — $ — $ 182,439 Other purchase obligations (2) 25,961 35,239 14,006 706 75,912 Total contractual cash obligations $ 208,400 $ 35,239 $ 14,006 $ 706 $ 258,351 (1) Inventory purchase obligations include outstanding purchase orders for merchandise inventories that are enforceable and legally binding on the Company and that specify all significant terms (including fixed or minimum quantities to be purchased), fixed, minimum or variable price provisions, and the approximate timing of the transaction. (2) Other purchase obligations include annual commitments of approximately $8.8 million through the second quarter of fiscal 2019 under the operating services agreement related to a third party fulfillment center (see Note 11). Also included in other purchase obligations are commitments for professional services, information technology and fixtures and equipment. As described in Note 11, the Company terminated the operating services agreement on February 25, 2016. The table above does not reflect the impact of the termination of the operating service agreement. Contingencies From time to time, we are subject to various legal actions arising in the ordinary course of our business. Many of these legal actions raise complex factual and legal issues, which are subject to uncertainties. We cannot predict with reasonable assurance the outcome of these legal actions brought against us. Accordingly, any settlements or resolutions in these legal actions may occur and affect our net income in the quarter of such settlement or resolution. However, we do not believe that the outcome of any legal actions would have a material effect on our consolidated financial statements taken as a whole. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Jan. 30, 2016 | |
Accumulated Other Comprehensive Loss | 15. Accumulated Other Comprehensive Loss The following table shows the components of accumulated other comprehensive loss (“OCI”), net of tax, as of the fiscal years ended (in thousands): January 30, 2016 January 31, 2015 February 1, 2014 Foreign currency translation $ (9,236 ) $ (7,043 ) $ 623 Accumulated changes in fair value of derivative financial instruments, net of tax benefit (1,586 ) (4,188 ) (5,503 ) Total accumulated other comprehensive loss $ (10,822 ) $ (11,231 ) $ (4,880 ) Changes in accumulated OCI balance by component were as follows for the fiscal years ended (in thousands): January 30, 2016 Derivatives Foreign Currency Total Accumulated Interest Beginning balance $ (4,188 ) $ (7,043 ) $ (11,231 ) Other comprehensive loss recognized before reclassifications (17 ) (2,817 ) (2,834 ) Amounts reclassified from accumulated other comprehensive loss to earnings 3,570 — 3,570 Tax expense (951 ) — (951 ) Net current-period other comprehensive income (loss) 2,602 (2,817 ) (215 ) Other comprehensive loss attributable to noncontrolling interest — 624 624 Ending balance $ (1,586 ) $ (9,236 ) $ (10,822 ) January 31, 2015 Derivatives Foreign Currency Total Accumulated Beginning balance $ (5,503 ) $ 623 $ (4,880 ) Other comprehensive loss recognized before reclassifications (292 ) (8,108 ) (8,400 ) Amounts reclassified from accumulated other comprehensive loss to earnings 1,607 — 1,607 Net current-period other comprehensive income (loss) 1,315 (8,108 ) (6,793 ) Other comprehensive loss attributable to noncontrolling interest — 442 442 Ending balance $ (4,188 ) $ (7,043 ) $ (11,231 ) February 1, 2014 Derivatives Foreign Currency Total Accumulated Beginning balance $ (6,722 ) $ 808 $ (5,914 ) Other comprehensive income recognized before reclassifications 350 26 376 Amounts reclassified from accumulated other comprehensive loss to earnings 869 — 869 Net current-period other comprehensive income 1,219 26 1,245 Other comprehensive income attributable to noncontrolling interest — (211 ) (211 ) Ending balance $ (5,503 ) $ 623 $ (4,880 ) |
Dividends
Dividends | 12 Months Ended |
Jan. 30, 2016 | |
Dividends | 16. Dividends During fiscal 2014 and 2013, we distributed $0.2 million and $0.9 million, respectively, in the form of a dividend to our indirect parent, Giraffe Holding, Inc. (“Parent”). The dividend was used by Parent’s shareholders, which are investment funds sponsored by Bain Capital Private Equity, LP (“Bain Capital”), to repurchase shares. During fiscal 2013, we distributed $6.7 million in the form of a dividend to Parent, which was used by Parent’s shareholders to fund part of their equity investment in the VIE (see Note 19). Equity investments received by the VIEs as capital contributions from affiliate of Parent during fiscal 2014 and 2013 were $1.0 million and $15.9 million, respectively. The VIEs did not receive any capital contributions during fiscal 2015. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jan. 30, 2016 | |
Related Party Transactions | 17. Related Party Transactions Management Agreement On October 23, 2010, Acquisition Sub and Parent entered into a management agreement with Bain Capital pursuant to which Bain Capital agreed to provide certain management services to Acquisition Sub and Parent until December 31, 2020 (unless terminated earlier), with evergreen one-year extensions thereafter. We have assumed the obligations of Acquisition Sub under this agreement by operation of law as a result of the Transaction. In April 2012, Parent, Bain Capital and the Company entered into a first amended and restated management agreement. Pursuant to such agreement (as amended and restated), Bain Capital is entitled to receive an aggregate annual management fee equal to $3.0 million, which fee will be reduced by $270,000 until such time as Bain Capital notifies the Company in writing, and reimbursement for out-of-pocket expenses incurred by it or its affiliates in connection with the provision of services pursuant to the agreement or otherwise related to its investment. These amounts are recorded as a component of SG&A expenses in our consolidated statement of operations. The management agreement provides that Bain Capital is entitled to receive fees in connection with certain subsequent financing, acquisition, disposition and change of control transactions of 1% of the gross transaction value of any such transaction. The management agreement includes customary exculpation and indemnification provisions in favor of Bain Capital and its affiliates. The management agreement may be terminated by Bain Capital at any time and will terminate automatically upon an initial public offering or a change of control unless the Company and the counterparty to the management agreement determine otherwise. Upon termination, each provider of management services will be entitled to a termination fee calculated based on the present value of the annual fees due during the remaining period from the date of termination to December 31, 2020, or the then-applicable scheduled date for termination of the management agreement. Franchise Agreements In April 2014, Gymboree Play Programs, Inc. (“GPPI”), a wholly owned subsidiary of the Company, entered into a 10-year Master Franchise agreement with Gymboree Tianjin, an affiliate of the Company and indirect subsidiary of Gymboree Holding, Ltd. Under the Master Franchise Agreement, Gymboree Tianjin is given the rights as the master franchisor of Play & Music centers in the People’s Republic of China (“PRC”) Territory, specifically the rights to award and service unit franchises in the PRC, as well as the rights to operate primary Play & Music centers in the PRC. GPPI receives a percentage of royalties and franchise fees earned by Gymboree Tianjin. Prior to the April 2014 Master Franchise Agreement, GPPI and Gymboree Tianjin had a Master Service Agreement (as amended in November 2012), whereby Gymboree Tianjin was allowed to enter into agreements directly with the unit franchises and issue tax invoices to the unit franchises. Gymboree Tianjin paid GPPI fees for consulting services provided under the Master Service Agreement. All intercompany revenues and expenses have been eliminated in consolidation. In December 2011, we entered into a ten-year Retail Store Franchise Agreement with Gymboree China, an affiliate of the Company and indirect subsidiary of Gymboree Holding, Ltd., to develop, own and operate Gymboree branded retail stores and website(s) to market and sell Gymboree branded products in the PRC Territory under the Gymboree license and trademarks. Under the terms of the agreement, Gymboree China will purchase inventory from us and pay us royalties on retail sales within the PRC Territory. All intercompany revenues and expenses have been eliminated in consolidation. Related Party Transactions – Excluding VIEs We incurred approximately $3.1 million, $3.1 million, and $3.6 million in management fees and reimbursement of out-of-pocket expenses from Bain Capital during the fiscal 2015, 2014, and 2013, respectively. As of January 30, 2016 and January 31, 2015, we had a payable balance of $0.2 million, to Bain Capital. We incurred approximately $1.8 million, $1.9 million, and $2.6 million in expenses related to services purchased from LogicSource, a company owned by funds associated with Bain Capital, during the fiscal 2015, 2014, and 2013, respectively. As of January 30, 2016 and January 31, 2015, we had a payable balance of $0.1 million and $0.3 million, respectively, to LogicSource. As of January 31, 2015, we had a receivable balance of $0.2 million from our indirect parent, Giraffe Holding, Inc., which relates primarily to income taxes and withholding 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 consolidated balance sheet as of January 30, 2016. During 2015, Gymboree Tianjin sold $0.2 million of equipment to Lionbridge who subsequently leased the equipment to Gymboree Tianjin’s Play & Music franchisees. As a result of these transactions, Gymboree Tianjin had a $0.2 million receivable due from Lionbridge as of year-end which is included in the consolidated balance sheet as of January 30, 2016. Our VIEs incurred $0.5 million in management fees from Bain Capital Advisors (China) Ltd. during each of the fiscal years ended 2015, 2014, and 2013, respectively. As of January 30, 2016 and January 31, 2015, our VIEs had a balance of $1.1 million payable to their indirect parent, Gymboree Investment Holding GP, Ltd., related to funds used to pay operating costs of the VIEs. As of January 30, 2016 and January 31, 2015, our VIEs had a payable balance of $0.4 million due to Gymboree Hong Kong Limited, the unconsolidated direct parent of the VIEs, related to funds used to pay operating costs of the VIEs. The Company is part of a related party group that controls Gymboree Hong Kong Limited. |
Segment Information
Segment Information | 12 Months Ended |
Jan. 30, 2016 | |
Segment Information | 18. Segm nt 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 retail store 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. Below is a summary of net sales and gross profit of each reportable segment for the fiscal years ended (in thousands): January 30, 2016 Retail Gymboree International Retail Intersegment Stores Play & Music Franchise VIEs Elimination Total Net sales $ 1,177,193 $ 17,119 $ 22,198 $ 40,693 $ (9,852 ) $ 1,247,351 Gross profit $ 439,325 $ 12,028 $ 12,248 $ 29,510 $ (6,868 ) $ 486,243 January 31, 2015 Retail Gymboree International Retail Intersegment Stores Play & Music Franchise VIEs Elimination Total Net sales $ 1,172,626 $ 17,143 $ 19,907 $ 26,354 $ (7,290 ) $ 1,228,740 Gross profit $ 432,286 $ 12,476 $ 11,158 $ 18,711 $ (6,083 ) $ 468,548 February 1, 2014 Retail Gymboree International Retail Intersegment Stores Play & Music Franchise VIEs Elimination Total Net sales $ 1,191,498 $ 15,066 $ 22,252 $ 20,685 $ (4,932 ) $ 1,244,569 Gross profit $ 443,960 $ 10,684 $ 11,577 $ 14,168 $ (4,375 ) $ 476,014 Net retail sales of the retail stores segment by brand and the VIE were as follows for the fiscal years ended (in thousands): Total Gymboree (1) Janie and Jack Crazy 8 Before VIE VIE Total January 30, 2016 $ 752,627 $ 145,695 $ 278,871 $ 1,177,193 $ 7,413 $ 1,184,606 January 31, 2015 $ 764,145 $ 133,246 $ 275,235 $ 1,172,626 $ 5,850 $ 1,178,476 February 1, 2014 $ 803,920 $ 118,978 $ 268,600 $ 1,191,498 $ 5,678 $ 1,197,176 (1) This includes the net retail sales for Gymboree Retail and Gymboree Outlet operating segments. Interest expense, depreciation and amortization expense and capital expenditures have not been separately disclosed above as the amounts primarily relate to the retail segment. Intersegment revenues for each reportable segment were as follows for the fiscal years ended (in thousands): Intersegment Revenues Retail Gymboree International Retail Stores Play & Music Franchise VIEs Total January 30, 2016 $ — $ 9,187 $ 665 $ — $ 9,852 January 31, 2015 $ — $ 6,739 $ 551 $ — $ 7,290 February 1, 2014 $ — $ 4,388 $ 544 $ — $ 4,932 Below is a summary of total assets of each reportable segment as of the fiscal years ended (in thousands): Total Assets Retail Gymboree International Retail Intersegment Stores Play & Music Franchise VIEs Elimination Total January 30, 2016 $ 1,043,890 $ 59,701 $ 28,791 $ 25,795 $ (1,433 ) $ 1,156,744 January 31, 2015 $ 1,078,973 $ 60,190 $ 28,886 $ 21,449 $ (1,555 ) $ 1,187,943 We attribute retail store revenues to individual countries based on the selling location. Gymboree Play & Music sales are attributable to the U.S. geographic segment. For Gymboree International Retail Franchise, all sales were attributed to the U.S. geographic segment. VIE sales are attributable to the international geographic segment. Net sales of our two geographical areas, United States and international, were as follows during the fiscal years ended (in thousands): January 30, 2016 January 31, 2015 February 1, 2014 United States $ 1,159,331 $ 1,153,428 $ 1,172,490 International 88,020 75,312 72,079 Total $ 1,247,351 $ 1,228,740 $ 1,244,569 Property and equipment, net, of our two geographical areas were as follows as of the fiscal years ended (in thousands): January 30, 2016 January 31, 2015 United States $ 150,037 $ 172,378 International 8,441 10,053 Total $ 158,478 $ 182,431 |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Jan. 30, 2016 | |
Variable Interest Entities | 19. Variable Interest Entities Gymboree retail stores are operated in China by Gymboree China, while Gymboree Tianjin is Gymboree Play & Music’s master franchisee in China. Gymboree China, Gymboree Tianjin and the Company are indirectly controlled by Gymboree Holding, Ltd. and investment funds sponsored by Bain Capital. Gymboree China and Gymboree Tianjin have been determined to be variable interest entities, and we (as well as our 100%-owned subsidiaries) are a member of a related party group that controls the VIEs and absorbs the economics of the VIEs. Based on our relationship with the VIEs, we determined we are most closely associated with the VIEs, and therefore, consolidate them as the primary beneficiary. However, as we have a 0% ownership interest in the VIEs, 100% of the results of operations of the VIEs are recorded as noncontrolling interest. The assets of the VIEs can only be used by the VIEs. The liabilities of the VIEs are comprised mainly of short-term accrued expenses, and their creditors have no recourse to our general credit or assets. The following tables reflect the impact of the VIEs on the condensed consolidated statements of operations for the fiscal years ended January 30, 2016, January 31, 2015, and February 1, 2014 and the condensed consolidated balance sheets as of January 30, 2016 and January 31, 2015 (in thousands): THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (In thousands) Year Ended January 30, 2016 Balance Before Consolidation As of VIEs VIEs Eliminations Reported Net sales $ 1,216,510 $ 40,693 $ (9,852 ) $ 1,247,351 Cost of goods sold (752,909 ) (11,183 ) 2,984 (761,108 ) Selling, general and administrative expenses (425,933 ) (25,119 ) 6,803 (444,249 ) Operating income 37,668 4,391 (65 ) 41,994 Other non-operating expense (44,706 ) (340 ) — (45,046 ) (Loss) income before income taxes (7,038 ) 4,051 (65 ) (3,052 ) Income tax expense (3,073 ) (2,639 ) — (5,712 ) Net (loss) income (10,111 ) 1,412 (65 ) (8,764 ) Net income attributable to noncontrolling interest — (1,412 ) — (1,412 ) Net loss attributable to The Gymboree Corporation $ (10,111 ) $ — $ (65 ) $ (10,176 ) Year Ended January 31, 2015 Balance Before Consolidation As of VIEs VIEs Eliminations Reported Net sales $ 1,209,676 $ 26,354 $ (7,290 ) $ 1,228,740 Cost of goods sold (753,756 ) (7,643 ) 1,207 (760,192 ) Selling, general and administrative expenses (1,022,894 ) (22,902 ) 6,044 (1,039,752 ) Operating loss (566,974 ) (4,191 ) (39 ) (571,204 ) Other non-operating (expense) income (82,746 ) 19 — (82,727 ) Loss before income taxes (649,720 ) (4,172 ) (39 ) (653,931 ) Income tax benefit (expense) 75,654 (1,834 ) — 73,820 Net loss (574,066 ) (6,006 ) (39 ) (580,111 ) Net loss attributable to noncontrolling interest — 6,006 — 6,006 Net loss attributable to The Gymboree Corporation $ (574,066 ) $ — $ (39 ) $ (574,105 ) Year Ended February 1, 2014 Balance Before Consolidation As of VIEs VIEs Eliminations Reported Net sales $ 1,228,816 $ 20,685 $ (4,932 ) $ 1,244,569 Cost of goods sold (762,595 ) (6,517 ) 557 (768,555 ) Selling, general and administrative expenses (587,524 ) (18,056 ) 4,468 (601,112 ) Operating loss (121,303 ) (3,888 ) 93 (125,098 ) Other non-operating (expense) income (82,954 ) 247 (2 ) (82,709 ) Loss before income taxes (204,257 ) (3,641 ) 91 (207,807 ) Income tax benefit 1,138 317 1 1,456 Net loss (203,119 ) (3,324 ) 92 (206,351 ) Net loss attributable to noncontrolling interest — 3,324 — 3,324 Net loss attributable to The Gymboree Corporation $ (203,119 ) $ — $ 92 $ (203,027 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) January 30, 2016 Balance Before Consolidation As of VIEs VIEs Eliminations Reported Cash and cash equivalents $ 8,541 $ 9,623 $ — $ 18,164 Other current assets 232,502 11,222 (1,433 ) 242,291 Total current assets 241,043 20,845 (1,433 ) 260,455 Non-current assets 891,339 4,950 — 896,289 Total assets $ 1,132,382 $ 25,795 $ (1,433 ) $ 1,156,744 Current liabilities $ 217,596 $ 14,618 $ (1,162 ) $ 231,052 Non-current liabilities 1,263,117 463 — 1,263,580 Total liabilities 1,480,713 15,081 (1,162 ) 1,494,632 Total stockholders’ deficit (348,331 ) — (271 ) (348,602 ) Noncontrolling interest — 10,714 — 10,714 Total liabilities and stockholders’ deficit $ 1,132,382 $ 25,795 $ (1,433 ) $ 1,156,744 January 31, 2015 Balance Before Consolidation As of VIEs VIEs Eliminations Reported Cash and cash equivalents $ 8,559 $ 9,961 $ — $ 18,520 Other current assets 235,123 6,261 (1,555 ) 239,829 Total current assets 243,682 16,222 (1,555 ) 258,349 Non-current assets 924,367 5,227 — 929,594 Total assets $ 1,168,049 $ 21,449 $ (1,555 ) $ 1,187,943 Current liabilities $ 205,674 $ 11,088 $ (1,373 ) $ 215,389 Non-current liabilities 1,304,384 435 — 1,304,819 Total liabilities 1,510,058 11,523 (1,373 ) 1,520,208 Total stockholders’ deficit (342,009 ) — (182 ) (342,191 ) Noncontrolling interest — 9,926 — 9,926 Total liabilities and stockholders’ deficit $ 1,168,049 $ 21,449 $ (1,555 ) $ 1,187,943 |
Condensed Guarantor Data
Condensed Guarantor Data | 12 Months Ended |
Jan. 30, 2016 | |
Condensed Guarantor Data | 20. Condensed Guarantor Data The Company’s 100%-owned domestic subsidiaries have fully and unconditionally guaranteed the Notes, subject to the customary automatic release provisions described above (see Note 7). The following condensed consolidating financial information presents the financial position, results of operations, comprehensive income (loss) and cash flows of The Gymboree Corporation and the guarantor and non-guarantor subsidiaries. The VIE financial results are included in those of the non-guarantor subsidiaries. Intercompany transactions are eliminated. During fiscal 2015, our guarantor subsidiaries distributed $3.2 million dividend and $25.9 million capital distribution to The Gymboree Corporation. During fiscal 2014, our guarantor subsidiaries distributed $3.0 million dividend to The Gymboree Corporation. During fiscal 2015 and 2014, non-guarantor subsidiaries distributed $7.4 million and $1.8 million in the form of capital distributions to The Gymboree Corporation. Also during fiscal 2014, our Canadian subsidiary, which is part of the non-guarantor subsidiaries, issued common shares to The Gymboree Corporation valued at $18.5 million. No cash was exchanged since we immediately net settled $15.3 million and $3.2 million of intercompany liabilities payable to The Gymboree Corporation related to business operations and to our Advanced Pricing Agreement, respectively. The $18.5 million is a non-cash investing and financing activity for purposes of the condensed consolidating statements of cash flows. During fiscal 2014, our Canadian subsidiary repurchased common shares from The Gymboree Corporation valued at $3.2 million. THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED JANUARY 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net sales: Retail $ 3,479 $ 1,152,123 $ 57,423 $ (28,419 ) $ 1,184,606 Gymboree Play & Music — 7,928 33,284 — 41,212 Retail Franchise — 21,533 — — 21,533 Intercompany revenue 65,069 36,675 3,163 (104,907 ) — Total net sales 68,548 1,218,259 93,870 (133,326 ) 1,247,351 Cost of goods sold, including buying and occupancy expenses (8,867 ) (735,890 ) (47,646 ) 31,295 (761,108 ) Gross profit 59,681 482,369 46,224 (102,031 ) 486,243 Selling, general and administrative expenses (92,311 ) (413,514 ) (40,353 ) 101,929 (444,249 ) Operating (loss) income (32,630 ) 68,855 5,871 (102 ) 41,994 Interest income 6 9 99 — 114 Interest expense (84,464 ) (1,526 ) — — (85,990 ) Gain on extinguishment of debt 41,522 — — — 41,522 Other (expense) income, net (428 ) 159 (423 ) — (692 ) (Loss) income before income taxes (75,994 ) 67,497 5,547 (102 ) (3,052 ) Income tax benefit (expense) 24,815 (27,104 ) (3,423 ) — (5,712 ) Equity in earnings of affiliates, net of tax 41,003 — — (41,003 ) — Net (loss) income (10,176 ) 40,393 2,124 (41,105 ) (8,764 ) Net income attributable to noncontrolling interest — — (1,412 ) — (1,412 ) Net (loss) income attributable to The Gymboree Corporation $ (10,176 ) $ 40,393 $ 712 $ (41,105 ) $ (10,176 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED JANUARY 31, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net sales: Retail $ 1,882 $ 1,146,744 $ 56,926 $ (27,076 ) $ 1,178,476 Gymboree Play & Music — 10,402 20,506 — 30,908 Retail Franchise — 19,356 — — 19,356 Intercompany revenue 24,591 42,925 4,253 (71,769 ) — Total net sales 26,473 1,219,427 81,685 (98,845 ) 1,228,740 Cost of goods sold, including buying and occupancy expenses (6,330 ) (737,274 ) (44,838 ) 28,250 (760,192 ) Gross profit 20,143 482,153 36,847 (70,595 ) 468,548 Selling, general and administrative expenses (66,773 ) (412,459 ) (39,732 ) 70,608 (448,356 ) Goodwill and intangible asset impairment — (572,422 ) (18,974 ) — (591,396 ) Operating loss (46,630 ) (502,728 ) (21,859 ) 13 (571,204 ) Interest income — 60 230 (45 ) 245 Interest expense (81,886 ) (492 ) (45 ) 45 (82,378 ) Other (expense) income, net (739 ) 245 (100 ) — (594 ) Loss before income taxes (129,255 ) (502,915 ) (21,774 ) 13 (653,931 ) Income tax benefit (expense) 20,202 56,650 (3,032 ) — 73,820 Equity in earnings of affiliates, net of tax (465,052 ) — — 465,052 — Net loss (574,105 ) (446,265 ) (24,806 ) 465,065 (580,111 ) Net loss attributable to noncontrolling interest — — 6,006 — 6,006 Net loss attributable to The Gymboree Corporation $ (574,105 ) $ (446,265 ) $ (18,800 ) $ 465,065 $ (574,105 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED FEBRUARY 1, 2014 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net sales: Retail $ 1,885 $ 1,162,412 $ 62,893 $ (30,014 ) $ 1,197,176 Gymboree Play & Music — 10,677 15,008 — 25,685 Retail Franchise — 21,708 — — 21,708 Intercompany revenue 30,515 35,362 3,085 (68,962 ) — Total net sales 32,400 1,230,159 80,986 (98,976 ) 1,244,569 Cost of goods sold, including buying and occupancy expenses (5,824 ) (745,339 ) (45,558 ) 28,166 (768,555 ) Gross profit 26,576 484,820 35,428 (70,810 ) 476,014 Selling, general and administrative expenses (66,445 ) (411,476 ) (36,808 ) 70,806 (443,923 ) Goodwill and intangible asset impairment — (154,322 ) (2,867 ) — (157,189 ) Operating loss (39,869 ) (80,978 ) (4,247 ) (4 ) (125,098 ) Interest income 63 35 89 (1 ) 186 Interest expense (81,405 ) (153 ) (1 ) 1 (81,558 ) Loss on extinguishment of debt (834 ) — — — (834 ) Other (expense) income, net (105 ) (4 ) (396 ) 2 (503 ) (Loss) income before income taxes (122,150 ) (81,100 ) (4,555 ) (2 ) (207,807 ) Income tax benefit (expense) 18,346 (19,898 ) 3,008 — 1,456 Equity in earnings of affiliates, net of tax (99,223 ) — — 99,223 — Net loss (203,027 ) (100,998 ) (1,547 ) 99,221 (206,351 ) Net loss attributable to noncontrolling interest — — 3,324 — 3,324 Net (loss) income attributable to The Gymboree Corporation $ (203,027 ) $ (100,998 ) $ 1,777 $ 99,221 $ (203,027 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE YEAR ENDED JANUARY 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net (loss) income $ (10,176 ) $ 40,393 $ 2,124 $ (41,105 ) $ (8,764 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments (2,193 ) — (2,834 ) 2,210 (2,817 ) Unrealized net gain (loss) on cash flow hedges, net of tax 2,602 — (289 ) 289 2,602 Total other comprehensive income (loss), net of tax 409 — (3,123 ) 2,499 (215 ) Comprehensive (loss) income (9,767 ) 40,393 (999 ) (38,606 ) (8,979 ) Comprehensive income attributable to noncontrolling interest — — (788 ) — (788 ) Comprehensive (loss) income attributable to The Gymboree Corporation $ (9,767 ) $ 40,393 $ (1,787 ) $ (38,606 ) $ (9,767 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS FOR THE YEAR ENDED JANUARY 31, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net loss $ (574,105 ) $ (446,265 ) $ (24,806 ) $ 465,065 $ (580,111 ) Other comprehensive loss, net of tax: Foreign currency translation adjustments (7,666 ) — (8,033 ) 7,591 (8,108 ) Unrealized net gain (loss) on cash flow hedges, net of tax 1,315 — (164 ) 164 1,315 Total other comprehensive loss, net of tax (6,351 ) — (8,197 ) 7,755 (6,793 ) Comprehensive loss (580,456 ) (446,265 ) (33,003 ) 472,820 (586,904 ) Comprehensive loss attributable to noncontrolling interest — — 6,448 — 6,448 Comprehensive loss attributable to The Gymboree Corporation $ (580,456 ) $ (446,265 ) $ (26,555 ) $ 472,820 $ (580,456 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE YEAR ENDED FEBRUARY 1, 2014 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net loss $ (203,027 ) $ (100,998 ) $ (1,547 ) $ 99,221 $ (206,351 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments (185 ) — 83 128 26 Unrealized net gain on cash flow hedges, net of tax 1,219 — 449 (449 ) 1,219 Total other comprehensive income, net of tax 1,034 — 532 (321 ) 1,245 Comprehensive loss (201,993 ) (100,998 ) (1,015 ) 98,900 (205,106 ) Comprehensive loss attributable to noncontrolling interest — — 3,113 — 3,113 Comprehensive (loss) income attributable to The Gymboree Corporation $ (201,993 ) $ (100,998 ) $ 2,098 $ 98,900 $ (201,993 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) As of January 30, 2016 The Gymboree Guarantor Non-guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 982 $ 3,001 $ 14,181 $ — $ 18,164 Accounts receivable, net of allowance 1,073 21,149 4,474 — 26,696 Merchandise inventories — 197,655 9,587 (600 ) 206,642 Prepaid income taxes 1,511 516 169 — 2,196 Prepaid expenses 3,359 2,800 598 — 6,757 Intercompany receivable — 673,936 1,376 (675,312 ) — Total current assets 6,925 899,057 30,385 (675,912 ) 260,455 Property and equipment, net 13,518 136,020 8,940 — 158,478 Goodwill — 363,207 9,530 — 372,737 Other intangible assets, net — 340,968 43 — 341,011 Deferred financing costs 18,338 681 — — 19,019 Other assets — 1,348 4,107 (411 ) 5,044 Investment in subsidiaries 1,410,631 — — (1,410,631 ) — Total assets $ 1,449,412 $ 1,741,281 $ 53,005 $ (2,086,954 ) $ 1,156,744 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable $ 10,065 $ 97,665 $ 1,463 $ — $ 109,193 Accrued liabilities 27,941 60,863 13,450 — 102,254 Line of credit borrowings 19,000 — — — 19,000 Current obligation under capital lease — 605 — — 605 Intercompany payable 668,968 — 6,944 (675,912 ) — Total current liabilities 725,974 159,133 21,857 (675,912 ) 231,052 Long-term liabilities: Long-term debt 1,055,945 — — — 1,055,945 Long-term sale-leaseback financing liability — 26,407 — — 26,407 Long-term obligation under capital lease — 2,245 — — 2,245 Lease incentives and other liabilities 4,455 46,117 4,167 — 54,739 Deferred income taxes 11,640 113,015 — (411 ) 124,244 Total liabilities 1,798,014 346,917 26,024 (676,323 ) 1,494,632 Total stockholders’ (deficit) equity (348,602 ) 1,394,364 16,267 (1,410,631 ) (348,602 ) Noncontrolling interest — — 10,714 — 10,714 Total liabilities and stockholders’ (deficit) equity $ 1,449,412 $ 1,741,281 $ 53,005 $ (2,086,954 ) $ 1,156,744 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) As of January 31, 2015 The Gymboree Guarantor Non-guarantor 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 STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED JANUARY 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (92,312 ) $ 115,473 $ 9,179 $ (3,200 ) $ 29,140 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (5,861 ) (12,903 ) (2,649 ) — (21,413 ) Increase in restricted cash (10,863 ) — — — (10,863 ) Decrease in restricted cash 10,863 — — — 10,863 Capital distribution from subsidiaries 33,221 — — (33,221 ) — Increase in related party loan receivable — — (1,741 ) — (1,741 ) Proceeds from sale of assets — — 353 — 353 Intercompany transfers 3,470 (98,159 ) (657 ) 95,346 — Other — 2 199 — 201 Net cash provided by (used in) investing activities 30,830 (111,060 ) (4,495 ) 62,125 (22,600 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers 91,790 (720 ) 4,276 (95,346 ) — Proceeds from ABL facility 470,000 — — — 470,000 Payments on ABL facility (484,000 ) — — — (484,000 ) Repurchase of notes (15,325 ) — — — (15,325 ) Proceeds from sale-leaseback financing liability — 26,750 — — 26,750 Payments on capital lease and sale-leaseback financing liability — (686 ) — — (686 ) Payments for deferred financing costs (1,679 ) (895 ) — — (2,574 ) Dividend to The Gymboree Corporation — (3,200 ) — 3,200 — Capital distribution to The Gymboree Corporation — (25,863 ) (7,358 ) 33,221 — Dividend payment to parent (11 ) — — — (11 ) Net cash provided by (used in) financing activities 60,775 (4,614 ) (3,082 ) (58,925 ) (5,846 ) Effect of exchange rate fluctuations on cash and cash equivalents — — (1,050 ) — (1,050 ) Net (decrease) increase in cash and cash equivalents (707 ) (201 ) 552 — (356 ) CASH AND CASH EQUIVALENTS: Beginning of Period 1,689 3,202 13,629 — 18,520 End of Period $ 982 $ 3,001 $ 14,181 $ — $ 18,164 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED JANUARY 31, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (128,004 ) $ 108,700 $ 546 $ (3,000 ) $ (21,758 ) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (4,153 ) (22,682 ) (5,157 ) — (31,992 ) Proceeds from sale of shares 3,207 — — (3,207 ) — Capital distribution from subsidiary 1,821 — — (1,821 ) — Intercompany transfers (3,470 ) (84,712 ) (720 ) 88,902 — Other — 20 30 — 50 Net cash used in investing activities (2,595 ) (107,374 ) (5,847 ) 83,874 (31,942 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers 83,962 720 4,220 (88,902 ) — Proceeds from ABL facility 447,000 — — — 447,000 Payments on ABL facility (414,000 ) — — — (414,000 ) Payments on capital lease — (503 ) — — (503 ) Dividend to The Gymboree Corporation — (3,000 ) — 3,000 — Dividend payment to Parent (153 ) — — — (153 ) Repurchase of shares — — (3,207 ) 3,207 — Capital distribution to The Gymboree Corporation — — (1,821 ) 1,821 — Capital contribution received by noncontrolling interest — — 992 — 992 Net cash provided by (used in) financing activities 116,809 (2,783 ) 184 (80,874 ) 33,336 Effect of exchange rate fluctuations on cash and cash equivalents — — (545 ) — (545 ) Net decrease in cash and cash equivalents (13,790 ) (1,457 ) (5,662 ) — (20,909 ) CASH AND CASH EQUIVALENTS: Beginning of Period 15,479 4,659 19,291 — 39,429 End of Period $ 1,689 $ 3,202 $ 13,629 $ — $ 18,520 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED FEBRUARY 1, 2014 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (59,970 ) $ 134,236 $ 605 $ — $ 74,871 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (3,187 ) (45,263 ) (4,182 ) — (52,632 ) Dividend from subsidiary 2,500 — — (2,500 ) — Intercompany transfers — (84,681 ) — 84,681 — Other — (65 ) (429 ) — (494 ) Net cash used in investing activities (687 ) (130,009 ) (4,611 ) 82,181 (53,126 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers 90,029 — (5,348 ) (84,681 ) — Proceeds from ABL facility 123,000 — — — 123,000 Payments on ABL facility (123,000 ) — — — (123,000 ) Repurchase of notes (24,760 ) — — — (24,760 ) Payments on capital lease — (196 ) — — (196 ) Dividend to The Gymboree Corporation — (2,500 ) — 2,500 — Dividend payment to parent (7,564 ) — — — (7,564 ) Capital contribution received by noncontrolling interest — — 15,886 — 15,886 Net cash provided by (used in) financing activities 57,705 (2,696 ) 10,538 (82,181 ) (16,634 ) Effect of exchange rate fluctuations on cash and cash equivalents — — 990 — 990 Net (decrease) increase in cash and cash equivalents (2,952 ) 1,531 7,522 — 6,101 CASH AND CASH EQUIVALENTS: Beginning of Period 18,431 3,128 11,769 — 33,328 End of Period $ 15,479 $ 4,659 $ 19,291 $ — $ 39,429 The Company and its guarantor subsidiaries participate in a cash pooling program. As part of this program, cash balances are generally swept on a daily basis between the guarantor subsidiary bank accounts and those of the Company. In addition, we pay expenses on behalf of our guarantor and non-guarantor subsidiaries on a regular basis. These types of transactions have been accounted for as intercompany transfers within investing and financing activities. The Company’s transactions include interest, tax payments and intercompany sales transactions related to administrative costs incurred by the Company, which are billed to guarantor and non-guarantor subsidiaries on a cost plus basis. All intercompany transactions are presumed to be settled in cash and therefore are included in operating activities. Non-operating cash flow changes have been classified as investing and financing activities. |
Quarterly Financial Information
Quarterly Financial Information | 12 Months Ended |
Jan. 30, 2016 | |
Quarterly Financial Information | 21. Quarterly Financial Information (Unaudited) The quarterly financial information presented below is derived from the Consolidated Statements of Operations (in thousands). During the fourth quarter of fiscal 2015, we repurchased Notes with an aggregate principal amount of $58.4 million for $15.3 million in cash through open market transactions and recorded a $41.5 million gain on extinguishment of debt, net of a $1.6 million charge related to the write-off of deferred financing costs associated with the extinguished debt. During the third quarter of fiscal 2014, we recorded non-cash charges related to goodwill impairment of $378.8 million and trade name impairment of $212.6 million (see Note 3). In addition, during the third quarter of fiscal 2014, we recorded an income tax benefit of $78.2 million related to trade name impairment. Fiscal 2015 Quarter Ended Fiscal May 2, August 1, October 31, January 30, 2015 Total Net sales Retail $ 261,732 $ 256,991 $ 289,653 $ 376,230 $ 1,184,606 Gymboree Play & Music 8,648 11,667 9,921 10,976 41,212 Retail Franchise 5,689 4,807 5,867 5,170 21,533 Total net sales $ 276,069 $ 273,465 $ 305,441 $ 392,376 $ 1,247,351 Gross profit $ 105,357 $ 100,660 $ 122,781 $ 157,445 $ 486,243 Goodwill and intangible asset impairment $ — $ — $ — $ — $ — Operating income (loss) $ 647 $ (2,706 ) $ 14,215 $ 29,838 $ 41,994 Net (loss) income $ (22,480 ) $ (25,394 ) $ (9,652 ) $ 48,762 $ (8,764 ) Net (loss) income attributable to The Gymboree Corporation $ (23,025 ) $ (26,562 ) $ (10,028 ) $ 49,439 $ (10,176 ) Fiscal 2014 Quarter Ended Fiscal May 3, August 2, November 1, January 31, 2014 Total Net sales Retail $ 259,124 $ 253,376 $ 304,265 $ 361,711 $ 1,178,476 Gymboree Play & Music 6,832 7,319 7,744 9,013 30,908 Retail Franchise 6,054 3,608 4,810 4,884 19,356 Total net sales $ 272,010 $ 264,303 $ 316,819 $ 375,608 $ 1,228,740 Gross profit $ 108,358 $ 96,364 $ 125,921 $ 137,905 $ 468,548 Goodwill and intangible asset impairment $ — $ — $ (591,396 ) $ — $ (591,396 ) Operating income (loss) $ 6,068 $ (10,776 ) $ (579,154 ) $ 12,658 $ (571,204 ) Net loss $ (15,003 ) $ (32,853 ) $ (522,394 ) $ (9,861 ) $ (580,111 ) Net loss attributable to The Gymboree Corporation $ (13,431 ) $ (31,153 ) $ (522,075 ) $ (7,446 ) $ (574,105 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jan. 30, 2016 | |
Subsequent Events | 22. Subsequent Events Subsequent to year-end, we made additional purchases of Notes, such that together with repurchases of Notes made in the fourth quarter of fiscal 2015, we have repurchased $135.4 million aggregate principal amount of Notes for $41.5 million since the beginning of the fourth quarter of fiscal 2015, capturing approximately $93.9 million of discount. On April 26, 2016, the Company announced a cash tender offer (the “Tender Offer”) to purchase the maximum aggregate principal amount of its outstanding Notes that it can purchase for $40,000,000, excluding accrued interest. The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on May 23, 2016, unless extended by the Company in its sole discretion. The Tender Offer is subject to a number of conditions and, if consummated, is expected to be financed with the proceeds from the ABL Term Loan. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 30, 2016 | |
Basis of Presentation | Basis of Presentation On November 23, 2010 (the “Transaction Date”), The Gymboree Corporation completed a merger (the “Merger”) with Giraffe Acquisition Corporation (“Acquisition Sub”) in accordance with an Agreement and Plan of Merger (the “Merger Agreement”) with Giraffe Holding, Inc. (“Parent”), and Acquisition Sub, a wholly owned subsidiary of Parent, with the Merger funded through a combination of debt and equity financing (collectively, the “Transactions”). The Company is continuing as the surviving corporation and a 100%-owned indirect subsidiary of the Parent. At the Transaction Date, investment funds sponsored by Bain Capital Private Equity, LP (formerly Bain Capital Partners, LLC) (“Bain Capital”) indirectly owned a controlling interest in Parent. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include entities in which we retain a controlling financial interest or entities that meet the definition of a VIE for which we are deemed to be the primary beneficiary. In performing our analysis of whether we are the primary beneficiary, at initial investment and at each quarterly reporting period, we consider whether we individually have the power to direct the activities of the VIE that most significantly affects the entity’s performance and also have the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. We also consider whether we are a member of a related party group that collectively meets the power and benefits criteria and, if so, whether we are most closely associated with the VIE. Intercompany accounts and transactions have been eliminated. |
Fiscal Year | Fiscal Year Our fiscal year ends on the Saturday closest to January 31. Fiscal years 2015, 2014, and 2013 ended on January 30, 2016, January 31, 2015, and February 1, 2014, respectively. Fiscal years 2015, 2014, and 2013 include 52 weeks. References to years in the Consolidated Financial Statements relate to fiscal years rather than calendar years. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash Equivalents | Cash Equivalents Cash equivalents consist of highly liquid investment instruments with a maturity of three months or less at date of purchase. Our cash equivalents are placed primarily in money market funds. We value these investments at their original purchase prices plus interest that has accrued at the stated rate. Income related to these securities is recorded in interest income in the consolidated statements of operations. |
Derivative Financial Instruments | Derivative Financial Instruments We record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting for cash flow hedges generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. At times, cash balances held at financial institutions are in excess of federally insured limits. In fiscal 2015, 2014, and 2013, we purchased approximately 89%, 82%, and 66%, respectively, of our inventory through one agent, which may potentially subject us to risks of concentration related to sourcing of our inventory. |
Accounts Receivable | Accounts Receivable We record accounts receivable net of an allowance for doubtful accounts. Accounts receivable primarily include amounts due from franchisees for royalties and consumer product sales, amounts due from major credit card companies, duty drawback receivables (refund of certain custom duties paid to the U.S. Customs and Border Protection upon importation of merchandise inventories), rebate receivables from our vendors, a related party receivable from Lionbridge Financing Leasing (China) Co., Ltd. (an indirect majority-owned company of Bain Capital Lionbridge Cayman Ltd.), and receivables from our co-branded credit card agreements. We estimate our allowance for doubtful accounts by considering a number of factors, including the length of time accounts receivable are past due and our previous loss history. The provision for doubtful accounts receivable is included in selling, general and administrative expenses (“SG&A”). Write-offs were insignificant for all periods presented. |
Merchandise Inventories | Merchandise Inventories Merchandise inventories are recorded at the lower of cost or market (“LCM”), with cost determined on a weighted-average basis. We review our inventory levels to identify slow-moving merchandise and broken assortments (items no longer in stock in a sufficient range of sizes) and record an adjustment when the future estimated selling price is less than cost. We take a physical count of inventories in all stores once a year and perform cycle counts throughout the year in our Dixon distribution center. We also perform an annual physical count of inventories at our third-party fulfillment center in Ohio. We record an inventory shrink adjustment based upon physical counts and also provide for estimated shrink adjustments for the period between the last physical inventory count and each balance sheet date. Our inventory shrink estimate can be affected by changes in merchandise mix and changes in actual shrink trends. Our LCM estimate can be affected by changes in consumer demand and the promotional environment. |
Property and Equipment | Property and Equipment Property and equipment acquired after the Transaction Date are recorded at cost. Property and equipment acquired in the Merger are stated at estimated fair value as of the Transaction Date, less accumulated depreciation and amortization recorded subsequent to the Merger. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from approximately 3 to 25 years, except for our buildings and building improvements in Dixon, California, which have useful lives of 39 years. Leasehold improvements, which include an allocation of directly-related internal payroll costs for employees dedicated to real estate construction projects, are amortized over the lesser of the applicable lease term, which ranges from 5 to 13 years, or the estimated useful life of the improvements. Assets recorded under capital leases are amortized over the lease term. Software costs are amortized using the straight-line method based on an estimated useful life of 3 to 7 years. Repair and maintenance costs are expensed as incurred. The Company capitalizes development-stage |
Store Asset Impairment | Store Asset Impairment Store assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the undiscounted future cash flows from the asset group are less than the carrying value, a loss is recognized equal to the difference between the carrying value of the asset group and its fair value. The fair value of the asset group is estimated based on discounted future cash flows using a discount rate commensurate with the risk. The asset group is determined at the store level, which is the lowest level for which identifiable cash flows are available. Decisions to close a store or facility can also result in accelerated depreciation over the revised useful life. For locations to be closed that are under long-term leases, we record a charge for lease buyout expense or the difference between our rent and the rate at which we expect to be able to sublease the properties and related costs, as appropriate. Most closures occur upon the lease expiration. The estimate of future cash flows is based on historical experience and typically third-party advice or market data. These estimates can be affected by factors such as future store profitability, real estate demand and economic conditions that can be difficult to predict. |
Goodwill | Goodwill and Other Intangible Assets Goodwill We allocated goodwill to our reporting units, which we concluded were the same as our operating segments (see Note 18): Gymboree Retail (including an online store), Gymboree Outlet, Janie and Jack (including an online store), Crazy 8 (including an online store), Gymboree Play & Music and International Retail Franchise. We allocated goodwill to the reporting units by calculating the fair value of each reporting unit and deriving the implied fair value of each reporting unit’s goodwill as of the Merger. Goodwill is tested for impairment on an annual basis at the end of our tenth fiscal period (fiscal November) and at an interim date if indicators of impairment exist. Events that could result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. Goodwill is tested by performing a two-step goodwill impairment test. The first step of the two-step goodwill impairment test is to compare the fair value of the reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step of the two-step goodwill impairment test is required to measure the goodwill impairment loss. The second step includes valuing all the tangible and intangible assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit’s goodwill is compared to the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying amount. Calculating the fair value of a reporting unit and the implied fair value of reporting unit goodwill requires significant judgment. The use of different assumptions, estimates or judgments in either step of the goodwill impairment testing process, such as the estimated future cash flows of reporting units, the discount rate used to discount such cash flows, or the estimated fair value of the reporting units’ tangible and intangible assets and liabilities, could significantly increase or decrease the estimated fair value of a reporting unit or its net assets. |
Indefinite-Lived Intangible Assets | Indefinite-Lived Intangible Assets Indefinite-lived intangible assets primarily represent trade names for each of our brands. We do not amortize intangible assets with indefinite useful lives. We test indefinite-lived intangible assets for impairment on an annual basis at the end of our tenth fiscal period (fiscal November), and more frequently if indicators of potential impairment exist and indicate that it is more likely than not that the asset is impaired. Impairment of indefinite-lived intangible assets is measured by comparing the carrying amount of the asset to the discounted future cash flows that the asset is expected to generate using the relief from royalty method. If we determine that an individual asset is impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. Calculating the fair value of indefinite-lived intangible assets requires significant judgment. The use of different assumptions, estimates or judgments, such as the estimated future cash flows, royalty rates or the discount rate used to discount such cash flows, could significantly increase or decrease the estimated fair value of our indefinite-lived intangible assets. |
Other Intangible Assets and Liabilities | Other Intangible Assets and Liabilities Other intangible assets primarily represent franchise agreements, reacquired franchise rights, below market leases and a co-branded credit card agreement. Other intangible liabilities represent above market leases and are included in lease incentives and other liabilities. Other intangible assets and liabilities are amortized on a straight-line basis over their estimated useful lives. We review other intangible assets with finite lives for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability of these other intangible assets is measured by comparing the carrying amount of the asset to the future undiscounted cash flows that the asset is expected to generate. If the undiscounted future cash flows are less than the carrying amount, the purchased other intangible assets with finite lives are considered to be impaired. The amount of the impairment is measured as the difference between the carrying amount of these assets and their estimated fair value. The fair value of the asset is estimated based on discounted future cash flows using a discount rate commensurate with the risk. Our estimate of future cash flows requires assumptions and judgment, including forecasting future sales and expenses and estimating useful lives of the assets. The use of different assumptions, estimates or judgments, such as the estimated future cash flows or the discount rate used to discount such cash flows, could significantly increase or decrease the estimated fair value of our other intangible assets with finite lives. |
Income Taxes | Income Taxes We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities. We establish valuation allowances when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in the tax provision in the period of change. We consider all available positive and negative evidence in evaluating whether a valuation allowance is required, including prior earnings history, actual earnings over the previous 12 quarters on a cumulative basis, carryback and carryforward periods, and tax planning strategies that could potentially enhance the likelihood of realization of a deferred tax asset. Based on the weight of the positive and negative evidence, we recorded a valuation allowance in fiscal 2015 and 2014 as described in Note 13. We are subject to periodic audits by the Internal Revenue Service and other taxing authorities. These audits may challenge certain of our tax positions such as the timing and amount of deductions and allocation of taxable income to the various tax jurisdictions. As of January 30, 2016 and January 31, 2015, we had unrecognized tax benefits of $6.4 million and $5.6 million, respectively. Determining income tax expense for tax contingencies requires management to make assumptions that are subject to factors such as proposed assessments by tax authorities, changes in facts and circumstances, issuance of new regulations, and resolution of tax audits. Actual results could materially differ from these estimates and could significantly affect the effective tax rate and cash flows in future years. |
Rent Expense | Rent Expense Many of our operating leases contain free rent periods and predetermined fixed increases of the minimum rental rate during the initial lease term. For these leases, we recognize the related rental expense on a straight-line basis over the life of the lease, starting at the time we take possession of the property. Certain leases provide for contingent rents that are not measurable at inception. These amounts are excluded from minimum rent and are included in the determination of rent expense when it is probable that an expense has been incurred and the amount is reasonably estimable. |
Lease Allowances | Lease Allowances As part of many lease agreements, we receive allowances from landlords. The allowances are included in lease incentives and other liabilities and are amortized as a reduction of rent expense on a straight-line basis over the term of the lease, starting at the time we take possession of the property. |
Self-Insurance | Self-Insurance We are partially self-insured for workers’ compensation insurance. We record a liability, determined actuarially, for claims filed and claims incurred, but not yet reported. This liability totaled $7.5 million and $6.6 million as of January 30, 2016 and January 31, 2015, respectively. Any actuarial projection of losses is subject to a high degree of variability due to external factors, including future inflation rates, litigation trends, legal interpretations, benefit level changes and claim settlement patterns. We also record a liability for employee-related health care benefits that are partially self-insured or fully self-insured, by considering claims filed and estimates of claims incurred, but not yet reported. This liability totaled $1.4 million as of January 30, 2016 and January 31, 2015. If the actual amount of claims filed exceeds our estimates, reserves in the accompanying consolidated balance sheets may not be sufficient and additional accruals may be required in future periods. These liabilities are included in accrued and other current liabilities in the accompanying consolidated balance sheets. |
Foreign Currency | Foreign Currency Assets and liabilities of foreign subsidiaries are translated into United States dollars at the exchange rates effective on the balance sheet date. Revenues, costs of sales, expenses and other income are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are recorded as other comprehensive income (loss) within stockholders’ (deficit) equity. Foreign currency transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in other expense, net within the consolidated statements of operations. |
Revenue Recognition | Revenue Recognition Revenue is recognized at the point of sale in retail stores. Online revenue is recorded when merchandise is received by the customer. Online customers generally receive merchandise within three to six days of shipment. Shipping fees received from customers are included in net sales and the associated shipping costs are included in cost of goods sold. We also sell gift cards in our retail store locations, through our online stores and through third parties. Revenue is recognized in the period that the gift card is redeemed. We recognize unredeemed gift card and merchandise credit balances when we can determine the portion of the liability for which redemption is remote (generally three years after issuance). These amounts are recorded as “other income” within SG&A expenses and totaled $2.9 million, $2.6 million, and $1.9 million, during fiscal 2015, 2014, and 2013, respectively. Sales are presented net of sales return reserve, which is estimated based on historical return trends. Net retail sales also include revenue from our co-branded credit card agreements. We present taxes collected from customers and remitted to governmental authorities on a net basis (excluded from revenues). Below is a summary of activity in the sales return reserve for the fiscal years ended (in thousands): January 30, 2016 January 31, 2015 February 1, 2014 Balance, beginning of period $ 1,480 $ 1,434 $ 2,508 Provision for sales return 31,890 29,765 28,154 Actual sales returns (31,702 ) (29,719 ) (29,228 ) Balance, end of period $ 1,668 $ 1,480 $ 1,434 Sales return reserve is included in accrued and other current liabilities in the accompanying consolidated balance sheets. For the Gymboree Play & Music operations, initial franchise and transfer fees for all sites sold in a territory are recognized as revenue when the franchisee has paid the initial franchise or transfer fee, in the form of cash and/or a note payable, the franchisee has fully executed a franchise agreement and we have substantially completed our obligations under such agreement. We receive royalties based on each franchisee’s gross receipts from operations. Such royalty fees are recognized when earned. We also recognize revenues from consumer products and equipment sold to franchisees at the time title transfers to the franchisees. For the retail franchise business, revenues consist of initial franchise fees, royalties and/or sales of authorized product. Initial franchise fees relating to area franchise sales are recognized as revenue when the franchisee has met all material conditions and we have substantially completed our obligations under such agreement, typically upon store opening. Royalties are generally based on each franchisee’s gross receipts from operations and are recorded when earned. Revenues from consumer products sold to franchisees are recorded at the time title transfers to the franchisees. We present taxes withheld by international franchises and remitted to governmental authorities on a gross basis (included in revenues). |
Loyalty Program | Loyalty Program Customers who enroll in the Gymboree Rewards program earn points with every purchase at Gymboree and Gymboree Outlet stores, as well as online at www.gymboree.com. Those customers who reach a cumulative purchase threshold receive a rewards certificate that can be used towards the future purchase of goods at Gymboree and Gymboree Outlet stores as well as online within 45 days from the date it is issued. We estimate the cost of rewards that will ultimately be redeemed and record this cost as a reduction of net retail sales as reward points are earned. This liability was approximately $2.0 million and $1.8 million as of January 30, 2016 and January 31, 2015, respectively, and is included in accrued and other current liabilities in the accompanying consolidated balance sheets. |
Co-Branded Credit Card | Co-Branded Credit Card We have co-branded credit card agreements (the “Agreements”) with a third-party bank and Visa U.S.A. Inc. for the issuance of a Visa credit card bearing the Gymboree logo and administration of an associated incentive program for cardholders. We recognize revenues related to the Agreements as follows: • New account fees are reported in retail sales and are when collection is reasonably assured and all conditions under the Agreements are met. • Credit card usage fees are recognized as retail revenues as actual credit card usage occurs. • Rewards earned are recorded as gift card liabilities and recognized as retail revenues when the gift cards are redeemed. During fiscal 2015, 2014, and 2013, we recognized approximately $3.5 million, $1.9 million, and $1.5 million, respectively, in revenue from these Agreements. These amounts are included in net retail sales in the accompanying consolidated statements of operations. |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold (“COGS”) includes cost of goods, buying department expenses (including related depreciation), occupancy expenses (including amortization of below and above market leases), and shipping costs. Cost of goods consists of cost of merchandise, inbound freight and other inventory-related costs, such as shrinkage costs and lower of cost or market adjustments. Buying expenses include costs incurred to design, produce and allocate merchandise. Occupancy expenses consist of rent and other lease-required costs, including common area maintenance and utilities. Shipping costs consist of third-party delivery services to customers. As we record certain distribution expenses as a component of SG&A expenses and do not include such costs in cost of goods sold, our cost of goods sold and gross profit may not be comparable to those of other companies. Distribution expenses recorded as a component of SG&A expenses amounted to $45.5 million, $43.1 million, and $37.9 million during fiscal 2015, 2014, and 2013, respectively. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses SG&A expenses consist of non-occupancy-related costs associated with our retail stores, distribution center and shared corporate services. These costs include payroll and benefits, depreciation and amortization, credit card fees, advertising, store pre-opening costs and other general expenses. Our distribution costs recorded in SG&A expenses represent primarily outbound shipping and handling expenses to our stores. |
Store Pre-opening Costs | Store Pre-opening Costs Store pre-opening costs are expensed as incurred. |
Advertising | Advertising We capitalize direct costs for the development, production, and circulation of direct response advertising and amortize such costs over the expected sales realization cycle, typically four to six weeks. Deferred direct response costs, included in prepaid expenses, were $1.0 million and $0.9 million as of January 30, 2016 and January 31, 2015, respectively. All other advertising costs are expensed as incurred. Advertising costs totaled approximately $31.1 million, $24.4 million, and $20.5 million, during fiscal 2015, 2014, and 2013, respectively. |
Share-Based Compensation | Share-Based Compensation We recognize compensation expense on a straight-line basis for options and awards with time-based service conditions. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). Under this ASU, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged and lessees will no longer be provided with a source of off-balance sheet financing. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. Although we have not yet determined the impact of the new standard, we believe this ASU will have a significant impact on our consolidated financial statements due to the substantial number of leases that we have. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This ASU requires deferred tax assets and liabilities, as well as any related valuation allowance, to be classified as non-current on our consolidated balance sheet. This ASU does not change the existing requirement that only permits offsetting within a jurisdiction. Accordingly, this ASU requires each tax jurisdiction to have one net non-current deferred tax asset or liability. To ease administrative burdens, we early adopted and applied this ASU on a prospective basis effective as of our fiscal year ended January 30, 2016. Accordingly, the prior period amounts in the Company’s Consolidated Balance Sheets within this Annual Report on Form 10-K were not adjusted to conform to the new accounting standard. The adoption of this accounting standard was not material to the Company’s consolidated financial statements. 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 consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amendments do not affect the current guidance on the recognition and measurement of debt issuance costs. This ASU would be applied retrospectively to all prior periods and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. This ASU will require the Company to reclassify deferred financing costs, currently presented as assets on the condensed consolidated balance sheets, and net those costs with long-term debt. This ASU will have no effect on the Company’s consolidated statements of operations or its liquidity. 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 do not believe that this ASU will have an impact on our consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, to provide guidance on principles and definitions to reduce diversity in the timing and content of disclosures when evaluating whether there is substantial doubt about an organization’s ability to continue as a going concern. This ASU is effective in the annual period ending after December 15, 2016, with early adoption permitted. We have not yet determined the impact of the new standard on our consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, to clarify the principles of recognizing revenue and create common revenue recognition guidance between U.S. generally accepted accounting principles and International Financial Reporting Standards. 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 consolidated financial statements. |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 30, 2016 | |
Retail Stores by Geographical Area | As of January 30, 2016, we operated a total of 1,306 retail stores, as follows: United States Canada Puerto Rico Total Gymboree® stores 546 48 1 595 Gymboree Outlet stores 174 — 1 175 Janie and Jack® shops (including Janie and Jack outlets) 148 — 1 149 Crazy 8® stores (including Crazy 8 outlets) 387 — — 387 Total 1,255 48 3 1,306 In addition, as of January 30, 2016, we operated online stores at www.gymboree.com, www.janieandjack.com and www.crazy8.com. Overseas franchisees and Gymboree China operated 84 retail stores, as follows: Overseas (1) Gymboree Total Gymboree® stores 53 27 80 Janie and Jack® shops 1 — 1 Crazy 8® stores 3 — 3 Total 57 27 84 (1) Overseas franchisees operated retail stores in the Middle East, South Korea and Latin America. |
Summary of Activity in Sales Return Reserve | Below is a summary of activity in the sales return reserve for the fiscal years ended (in thousands): January 30, 2016 January 31, 2015 February 1, 2014 Balance, beginning of period $ 1,480 $ 1,434 $ 2,508 Provision for sales return 31,890 29,765 28,154 Actual sales returns (31,702 ) (29,719 ) (29,228 ) Balance, end of period $ 1,668 $ 1,480 $ 1,434 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 30, 2016 | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The tables below present our assets and liabilities measured at fair value on a recurring basis as of January 30, 2016 and January 31, 2015, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands). There were no transfers into or out of Level 1 and Level 2 during fiscal 2015 or 2014. January 30, 2016 Quoted Prices in (Level 1) Significant Other (Level 2) Significant (Level 3) Total Fair Value Liabilities Forward foreign exchange contracts $ — $ 145 $ — $ 145 Total $ — $ 145 $ — $ 145 January 31, 2015 Quoted Prices in (Level 1) Significant Other (Level 2) Significant (Level 3) Total Fair Value Assets Interest rate caps $ — $ 17 $ — $ 17 Forward foreign exchange contracts — 96 — 96 Total $ — $ 113 $ — $ 113 |
Estimated Fair Value of Long-Term Debt | The estimated fair value of long-term debt is as follows (in thousands): January 30, 2016 January 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Term loan $ 768,370 $ 399,933 $ 768,048 $ 530,680 Notes 287,575 71,894 346,000 128,020 Total $ 1,055,945 $ 471,827 $ 1,114,048 $ 658,700 |
Goodwill and Intangible Asset33
Goodwill and Intangible Assets and Liabilities (Tables) | 12 Months Ended |
Jan. 30, 2016 | |
Goodwill Allocated to Reportable Segments | Goodwill allocated to our reportable segments as of January 30, 2016, January 31, 2015, and February 1, 2014, is as follows (in thousands): Retail Stores Gymboree Play International Retail Segment & Music Segment Franchise Segment Total Balance as of January 30, 2016 Goodwill $ 887,241 $ 16,389 $ 23,636 $ 927,266 Accumulated impairment losses (547,285 ) — — (547,285 ) Effect of exchange rate fluctuations (7,244 ) — — (7,244 ) $ 332,712 $ 16,389 $ 23,636 $ 372,737 Balance as of January 31, 2015 Goodwill $ 887,241 $ 16,389 $ 23,636 $ 927,266 Accumulated impairment losses (547,285 ) — — (547,285 ) Effect of exchange rate fluctuations (6,147 ) — — (6,147 ) $ 333,809 $ 16,389 $ 23,636 $ 373,834 Balance as of February 1, 2014 Goodwill $ 887,241 $ 16,389 $ 23,636 $ 927,266 Accumulated impairment losses (168,489 ) — — (168,489 ) $ 718,752 $ 16,389 $ 23,636 $ 758,777 |
Goodwill Impairment | Goodwill impairment during fiscal 2014 and 2013 are as follows (in thousands): Retail Stores Gymboree Play International Retail Fiscal Year Segment & Music Segment Franchise Segment Total 2014 $ (378,796 ) $ — $ — $ (378,796 ) 2013 $ (140,189 ) $ — $ — $ (140,189 ) |
Intangible Assets and Liabilities | Intangible assets and liabilities consist of the following (in thousands): January 30, 2016 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 3,435 (2,480 ) — 955 Co-branded credit card agreement 4,000 (3,189 ) — 811 Franchise agreements and reacquired franchise rights 6,625 (4,792 ) — 1,833 14,060 (10,461 ) — 3,599 Total other intangible assets $ 581,072 $ (10,461 ) $ (229,600 ) $ 341,011 Intangible Liabilities Subject to Amortization: Above market leases (included in Lease incentives and other liabilities) $ (10,461 ) $ 7,435 $ — $ (3,026 ) 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 ) |
Useful Lives of Intangible Assets | The Company assigned the following useful lives to its intangible assets: Useful Life Location of Expense Trade names Indefinite — Below market leases Remaining lease term COGS Co-branded credit card agreement 6.5 years SG&A Retail franchise agreement 6 years SG&A Gymboree Play & Music reacquired franchise rights Remaining contractual term SG&A Gymboree Play & Music franchise agreements 14 years SG&A Above market leases Remaining lease term COGS |
Net Amortization Income (Expense) | Net amortization income (expense) is presented below for the fiscal years ended (in thousands): January 30, 2016 January 31, 2015 February 1, 2014 Cost of goods sold - Amortization income $ 745 $ 958 $ 1,446 Selling, general and administrative expenses - Amortization expense $ (1,708 ) $ (2,118 ) $ (3,842 ) |
Estimated Amortization Expense Income Related to Intangible Assets and Liabilities | We estimate that amortization expense (income) related to intangible assets and liabilities will be as follows in each of the next five fiscal years and thereafter (in thousands): Below Market Above Market Other Fiscal Leases Leases Intangibles Total 2016 $ 476 $ (1,393 ) $ 1,386 $ 469 2017 335 (1,010 ) 332 (343 ) 2018 110 (464 ) 136 (218 ) 2019 15 (38 ) 136 113 2020 15 (38 ) 136 113 Thereafter 4 (83 ) 518 439 Total $ 955 $ (3,026 ) $ 2,644 $ 573 |
Accrued and Other Current Lia34
Accrued and Other Current Liabilities (Tables) | 12 Months Ended |
Jan. 30, 2016 | |
Accrued and Other Current Liabilities | Accrued and other current liabilities consist of the following (in thousands): January 30, 2016 January 31, 2015 Employee compensation related expenses $ 30,881 $ 23,705 Unredeemed gift cards, gift certificates, merchandise credits and customer deposits 24,809 24,924 Corporate expenses 22,479 21,054 Store operating expenses 9,956 7,822 Accrued interest 8,760 9,845 Sales taxes 2,105 1,554 Other 3,264 5,901 Total $ 102,254 $ 94,805 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Jan. 30, 2016 | |
Long-Term Debt | Long-term debt consists of (in thousands): January 30, 2016 January 31, 2015 Term loan due February 2018, Adjusted LIBOR (with a floor of 1.5%) plus 3.5%, net of discount of $732 and $1,054 $ 768,370 $ 768,048 Senior notes due December 2018, 9.125% 287,575 346,000 Long-term debt $ 1,055,945 $ 1,114,048 |
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 $0.7 million, as of January 30, 2016, are as follows (in thousands): Fiscal years Principal Payments 2016 $ — 2017 6,502 2018 1,050,175 Total $ 1,056,677 |
Estimated Amortization of Deferred Financing Costs for Each of Next Five Fiscal Years | Amortization of deferred financing costs for each of the next five fiscal years is estimated to be as follows (in thousands): Fiscal years Amount 2016 $ 7,604 2017 7,934 2018 2,920 2019 90 2020 90 Thereafter 381 Total $ 19,019 |
Sale-leaseback of Dixon Distr36
Sale-leaseback of Dixon Distribution Center (Tables) | 12 Months Ended |
Jan. 30, 2016 | |
Future Payments on Sale-Leaseback Financing Liability, Excluding Renewals | As of January 30, 2016, future payments on the sale-leaseback financing liability, excluding renewals, are as follows (in thousands): Fiscal years Payments 2016 $ 1,800 2017 1,822 2018 1,845 2019 1,868 2020 1,891 Thereafter 31,366 Total payments 40,592 Less amount representing interest (13,977 ) Total sale-leaseback financing liability 26,615 Less current portion of sale-leaseback financing liability - included in accrued liabilities (208 ) Long-term portion of sale-leaseback financing liability $ 26,407 |
Derivative Financial Instrume37
Derivative Financial Instruments (Tables) | 12 Months Ended |
Jan. 30, 2016 | |
Fair Value of Derivative Financial Instruments | The table below presents the fair value of all of our derivative financial instruments as well as their classification on the consolidated balance sheets (in thousands) (see Note 2). January 30, 2016 January 31, 2015 Derivative Liabilities Derivative Assets Other Assets Purchased interest rate caps $ — $ 17 Forward foreign exchange contracts — 96 Total $ — $ 113 Accrued Liabilities Forward foreign exchange contracts $ 145 $ — |
Effect of Derivative Financial Instruments on Consolidated Statements of Operations and Comprehensive Loss | The tables below present the effect of all of our derivative financial instruments on the consolidated statements of operations and comprehensive loss (in thousands). No amounts were reclassified from accumulated other comprehensive loss into earnings as a result of forecasted transactions that failed to occur or as a result of hedge ineffectiveness (see Note 15). Year Ended January 30, 2016 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (17 ) Interest expense $ (3,861 ) Forward foreign exchange contracts — Cost of goods sold 291 Total $ (17 ) $ (3,570 ) Year Ended January 31, 2015 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (582 ) Interest expense $ (2,062 ) Forward foreign exchange contracts 290 Cost of goods sold 455 Total $ (292 ) $ (1,607 ) Year Ended February 1, 2014 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (365 ) Interest expense $ (1,135 ) Forward foreign exchange contracts 715 Cost of goods sold 266 Total $ 350 $ (869 ) |
Designated as Hedging Instrument | |
Outstanding Derivatives - Cash Flow Hedges | We had the following outstanding derivatives designated as cash flow hedges (U.S. dollars in thousands): January 30, 2016 January 31, 2015 Number of Notional Number of Notional Interest rate derivatives Purchased interest rate caps 4 $ 700,000 4 $ 700,000 Foreign exchange derivatives Forward foreign exchange contracts 6 5,492 6 4,633 Total 10 $ 705,492 10 $ 704,633 |
Lease Incentives and Other Li38
Lease Incentives and Other Liabilities (Tables) | 12 Months Ended |
Jan. 30, 2016 | |
Lease Incentives and Other Liabilities | Lease incentives and other liabilities consist of the following (in thousands): January 30, 2016 January 31, 2015 Above market leases $ 3,026 $ 4,605 Deferred rent 21,078 20,822 Lease allowances 22,795 25,579 Other 2,765 2,671 Total $ 49,664 $ 53,677 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 30, 2016 | |
Future Minimum Rental Payments Net of Rantel Receipts under Non Cancelable Operating Leases | Future minimum rental payments, net of rental receipts totaling approximately $4.9 million through fiscal 2018, under non-cancelable operating leases as of January 30, 2016 are as follows (in thousands): Fiscal years Net Payments 2016 $ 100,500 2017 87,543 2018 65,656 2019 50,535 2020 41,989 Thereafter 86,185 Total future minimum lease payments and receipts, net $ 432,408 |
Rent Expense | Rent expense, including other lease required expenses such as common area maintenance expenses, real estate taxes, and utilities, were as follows for the fiscal years ended (in thousands): January 30, 2016 January 31, 2015 February 1, 2014 Minimum rent $ 106,123 $ 107,927 $ 102,482 Other lease required expenses 56,143 55,268 53,678 Percentage rent expense 991 845 788 Amortization income of above and below market leases, net (745 ) (958 ) (1,446 ) Total rent expense $ 162,512 $ 163,082 $ 155,502 |
Assets under Capital Lease | As of January 30, 2016 and January 31, 2015, the following assets under capital lease are included under the line property and equipment in our consolidated balance sheets (in thousands): January 30, 2016 January 31, 2015 Leasehold improvements $ 1,776 $ 1,776 Furniture, fixtures and equipment 2,326 2,326 Total assets under capital lease 4,102 4,102 Less: Accumulated amortization (1,724 ) (1,011 ) Net assets under capital lease $ 2,378 $ 3,091 |
Future Minimum Obligations under Capital Lease | Annual future minimum obligations under capital lease for each of the next five years, as of January 30, 2016, are as follows (in thousands): Fiscal Years Capital Leases 2016 $ 838 2017 838 2018 838 2019 876 Total minimum lease payments 3,390 Less amount representing interest (540 ) Total future minimum lease payments 2,850 Less current portion of obligation under capital lease (605 ) Obligations under capital lease, less current portion $ 2,245 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Jan. 30, 2016 | |
Summary of Stock Option Activity | The following table summarizes the stock option activity during fiscal 2015: Number of options (in thousands) Weighted-average exercise price per Weighted-average remaining contractual life (in years) Outstanding at January 31, 2015 809 $ 28.61 9.6 Granted 1,002 $ 8.50 Forfeited (944 ) $ 24.85 Outstanding at January 30, 2016 867 9.47 8.7 Vested and expected to vest at January 30, 2016 (1) 759 $ 9.61 8.7 Exercisable at January 30, 2016 242 $ 11.98 8.2 (1) The expected to vest options are the result of applying the pre-vesting forfeiture rate assumptions to total unvested options outstanding. |
Fair Value of Each Stock Option Granted | The fair value of each stock option granted was estimated using the assumptions below for the fiscal years ended: January 30, 2016 January 31, 2015 February 1, 2014 Expected dividend rate — — — Expected volatility 81.4 % 80.9 % 75.2 % Risk-free interest rate 1.9 % 2.1 % 1.4 % Expected lives (years) 6.5 6.5 6.5 |
Summary of Activity under Phantom Plan | A summary of activity under the Phantom Plan was as follows: Number of units Outstanding at January 31, 2015 677 Granted 179 Forfeited (99 ) Outstanding at January 30, 2016 757 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 30, 2016 | |
Amount of Pre Tax Loss Income Attributable to Foreign and Domestic Operations | The pre-tax (loss) income attributable to foreign and domestic operations was as follows for the fiscal years ended (in thousands): January 30, 2016 January 31, 2015 February 1, 2014 Foreign $ 5,482 $ (21,813 ) $ (4,372 ) United States (8,534 ) (632,118 ) (203,435 ) Total $ (3,052 ) $ (653,931 ) $ (207,807 ) |
Provision for (Benefit from) Income Taxes | The provision for (benefit from) income taxes consists of the following for the fiscal years ended (in thousands): January 30, 2016 January 31, 2015 February 1, 2014 Current: Federal $ (76 ) $ (510 ) $ 2,065 State 2,502 2,360 2,214 Foreign 4,196 2,796 (2,882 ) Total current 6,622 4,646 1,397 Deferred: Federal (937 ) (71,131 ) (3,291 ) State (24 ) (8,072 ) 1,821 Foreign 51 737 (1,383 ) Total deferred (910 ) (78,466 ) (2,853 ) Total expense (benefit) $ 5,712 $ (73,820 ) $ (1,456 ) |
Reconciliation of Statutory Federal Income Tax Rate with Effective Income Tax Rate | A reconciliation of the statutory federal income tax rate with our effective income tax rate was as follows for the fiscal years ended: January 30, 2016 January 31, 2015 February 1, 2014 Statutory federal rate 35.0 % 35.0 % 35.0 % State income taxes, net of income tax (expense) benefit (20.9 ) 0.8 1.1 Benefit from intraperiod allocation 31.2 — — Increase in valuation allowances (128.7 ) (3.8 ) (12.7 ) Impact of foreign operations (net of foreign tax deductions/credit) 19.6 (0.1 ) (0.6 ) Non-deductible goodwill impairment — (20.3 ) (23.6 ) Cancellation of non-qualified stock options (31.1 ) (0.3 ) (0.3 ) Reserves — — 0.4 Federal credits 13.6 0.1 0.9 Enhanced charitable contributions 18.5 0.1 0.3 Tax reserves (39.2 ) — — Other (1.6 ) 0.2 — Effective tax rate (103.6 ) 11.7 0.5 Noncontrolling interest (83.5 ) (0.4 ) 0.2 Total effective tax rate (187.1 )% 11.3 % 0.7 % |
Temporary Differences and Carryforwards Which Give Rise to Deferred Tax Assets and Liabilities | Temporary differences and carryforwards, which give rise to deferred tax assets and liabilities, were as follows (in thousands): January 30, 2016 January 31, 2015 Deferred tax assets: Inventory $ 7,667 $ 8,031 Deferred revenue 2,820 2,858 State taxes 4,550 4,160 Reserves 11,154 7,152 Stock compensation 4,210 4,159 Deferred rent 9,454 9,594 Net operating loss carryforwards 31,606 37,463 Charitable contribution carryovers 5,875 5,299 Tax credits 8,174 7,400 Sales-leaseback financing liability 10,471 — Other 3,391 7,387 Gross deferred tax assets 99,372 93,503 Valuation allowance (63,183 ) (58,582 ) Total deferred tax assets $ 36,189 $ 34,921 Deferred tax liabilities: Prepaid expenses $ (2,221 ) $ (2,317 ) Fixed asset basis differences (20,877 ) (17,096 ) Intangibles (131,205 ) (131,325 ) Other (3,275 ) (5,449 ) Total deferred tax liabilities $ (157,578 ) $ (156,187 ) Net deferred tax liabilities $ (121,389 ) $ (121,266 ) |
Net Operating Loss Carryforwards and Tax Credit Carryforwards, with Expiration Dates | As of January 30, 2016, our net operating loss carryforwards and tax credit carryforwards, with expiration dates, were as follows (in millions): January 30, 2016 Expiration Dates Federal net operating loss $ 65.5 2030 to 2034 State net operating loss $ 40.5 2023 to 2034 China net operating loss $ 20.7 2016 to 2020 Australia net operating loss $ 1.5 Indefinite Tax credits $ 7.0 2017 to 2035 Other tax credits $ 2.3 Indefinite |
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | Below is a reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended (in thousands): January 30, 2016 January 31, 2015 February 1, 2014 Balance at beginning of period $ 5,638 $ 6,565 $ 8,562 Gross increases - tax positions in current period 265 473 814 Gross increases - tax positions in prior period 1,467 322 335 Gross decreases - tax positions in prior period (16 ) (1,217 ) (2,187 ) Settlements (350 ) (31 ) (178 ) Lapsed statutes of limitations (410 ) (241 ) (353 ) Decreases based on currency translation adjustments (148 ) (233 ) (428 ) Balance at end of period $ 6,446 $ 5,638 $ 6,565 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jan. 30, 2016 | |
Amount Representing Estimated Inventory and Other Purchase Obligation | Amounts representing estimated inventory and other purchase obligations used in the normal course of business as of January 30, 2016 are as follows: Payments due by period Less than ($ in thousands) 1 year 1-3 years 3-5 years After 5 years Total Inventory purchase obligations (1) $ 182,439 $ — $ — $ — $ 182,439 Other purchase obligations (2) 25,961 35,239 14,006 706 75,912 Total contractual cash obligations $ 208,400 $ 35,239 $ 14,006 $ 706 $ 258,351 (1) Inventory purchase obligations include outstanding purchase orders for merchandise inventories that are enforceable and legally binding on the Company and that specify all significant terms (including fixed or minimum quantities to be purchased), fixed, minimum or variable price provisions, and the approximate timing of the transaction. (2) Other purchase obligations include annual commitments of approximately $8.8 million through the second quarter of fiscal 2019 under the operating services agreement related to a third party fulfillment center (see Note 11). Also included in other purchase obligations are commitments for professional services, information technology and fixtures and equipment. |
Accumulated Other Comprehensi43
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Jan. 30, 2016 | |
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 fiscal years ended (in thousands): January 30, 2016 January 31, 2015 February 1, 2014 Foreign currency translation $ (9,236 ) $ (7,043 ) $ 623 Accumulated changes in fair value of derivative financial instruments, net of tax benefit (1,586 ) (4,188 ) (5,503 ) Total accumulated other comprehensive loss $ (10,822 ) $ (11,231 ) $ (4,880 ) |
Changes in Accumulated OCI Balance by Component | Changes in accumulated OCI balance by component were as follows for the fiscal years ended (in thousands): January 30, 2016 Derivatives Foreign Currency Total Accumulated Interest Beginning balance $ (4,188 ) $ (7,043 ) $ (11,231 ) Other comprehensive loss recognized before reclassifications (17 ) (2,817 ) (2,834 ) Amounts reclassified from accumulated other comprehensive loss to earnings 3,570 — 3,570 Tax expense (951 ) — (951 ) Net current-period other comprehensive income (loss) 2,602 (2,817 ) (215 ) Other comprehensive loss attributable to noncontrolling interest — 624 624 Ending balance $ (1,586 ) $ (9,236 ) $ (10,822 ) January 31, 2015 Derivatives Foreign Currency Total Accumulated Beginning balance $ (5,503 ) $ 623 $ (4,880 ) Other comprehensive loss recognized before reclassifications (292 ) (8,108 ) (8,400 ) Amounts reclassified from accumulated other comprehensive loss to earnings 1,607 — 1,607 Net current-period other comprehensive income (loss) 1,315 (8,108 ) (6,793 ) Other comprehensive loss attributable to noncontrolling interest — 442 442 Ending balance $ (4,188 ) $ (7,043 ) $ (11,231 ) February 1, 2014 Derivatives Foreign Currency Total Accumulated Beginning balance $ (6,722 ) $ 808 $ (5,914 ) Other comprehensive income recognized before reclassifications 350 26 376 Amounts reclassified from accumulated other comprehensive loss to earnings 869 — 869 Net current-period other comprehensive income 1,219 26 1,245 Other comprehensive income attributable to noncontrolling interest — (211 ) (211 ) Ending balance $ (5,503 ) $ 623 $ (4,880 ) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Jan. 30, 2016 | |
Net Sales and Gross Profit of Each Reportable Segment | Below is a summary of net sales and gross profit of each reportable segment for the fiscal years ended (in thousands): January 30, 2016 Retail Gymboree International Retail Intersegment Stores Play & Music Franchise VIEs Elimination Total Net sales $ 1,177,193 $ 17,119 $ 22,198 $ 40,693 $ (9,852 ) $ 1,247,351 Gross profit $ 439,325 $ 12,028 $ 12,248 $ 29,510 $ (6,868 ) $ 486,243 January 31, 2015 Retail Gymboree International Retail Intersegment Stores Play & Music Franchise VIEs Elimination Total Net sales $ 1,172,626 $ 17,143 $ 19,907 $ 26,354 $ (7,290 ) $ 1,228,740 Gross profit $ 432,286 $ 12,476 $ 11,158 $ 18,711 $ (6,083 ) $ 468,548 February 1, 2014 Retail Gymboree International Retail Intersegment Stores Play & Music Franchise VIEs Elimination Total Net sales $ 1,191,498 $ 15,066 $ 22,252 $ 20,685 $ (4,932 ) $ 1,244,569 Gross profit $ 443,960 $ 10,684 $ 11,577 $ 14,168 $ (4,375 ) $ 476,014 |
Intersegment Revenues for Each Reportable Segment | Net retail sales of the retail stores segment by brand and the VIE were as follows for the fiscal years ended (in thousands): Total Gymboree (1) Janie and Jack Crazy 8 Before VIE VIE Total January 30, 2016 $ 752,627 $ 145,695 $ 278,871 $ 1,177,193 $ 7,413 $ 1,184,606 January 31, 2015 $ 764,145 $ 133,246 $ 275,235 $ 1,172,626 $ 5,850 $ 1,178,476 February 1, 2014 $ 803,920 $ 118,978 $ 268,600 $ 1,191,498 $ 5,678 $ 1,197,176 (1) This includes the net retail sales for Gymboree Retail and Gymboree Outlet operating segments. |
Total Assets of Each Reportable Segment | Below is a summary of total assets of each reportable segment as of the fiscal years ended (in thousands): Total Assets Retail Gymboree International Retail Intersegment Stores Play & Music Franchise VIEs Elimination Total January 30, 2016 $ 1,043,890 $ 59,701 $ 28,791 $ 25,795 $ (1,433 ) $ 1,156,744 January 31, 2015 $ 1,078,973 $ 60,190 $ 28,886 $ 21,449 $ (1,555 ) $ 1,187,943 |
Net Sales and Property and Equipment, Net of Each Geographical Areas | Net sales of our two geographical areas, United States and international, were as follows during the fiscal years ended (in thousands): January 30, 2016 January 31, 2015 February 1, 2014 United States $ 1,159,331 $ 1,153,428 $ 1,172,490 International 88,020 75,312 72,079 Total $ 1,247,351 $ 1,228,740 $ 1,244,569 Property and equipment, net, of our two geographical areas were as follows as of the fiscal years ended (in thousands): January 30, 2016 January 31, 2015 United States $ 150,037 $ 172,378 International 8,441 10,053 Total $ 158,478 $ 182,431 |
Intersegment elimination | |
Intersegment Revenues for Each Reportable Segment | Intersegment revenues for each reportable segment were as follows for the fiscal years ended (in thousands): Intersegment Revenues Retail Gymboree International Retail Stores Play & Music Franchise VIEs Total January 30, 2016 $ — $ 9,187 $ 665 $ — $ 9,852 January 31, 2015 $ — $ 6,739 $ 551 $ — $ 7,290 February 1, 2014 $ — $ 4,388 $ 544 $ — $ 4,932 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Jan. 30, 2016 | |
Impact of Variable Interest Entities on Condensed Consolidating Balance Sheets and Condensed Consolidating Statements of Operations | The following tables reflect the impact of the VIEs on the condensed consolidated statements of operations for the fiscal years ended January 30, 2016, January 31, 2015, and February 1, 2014 and the condensed consolidated balance sheets as of January 30, 2016 and January 31, 2015 (in thousands): THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (In thousands) Year Ended January 30, 2016 Balance Before Consolidation As of VIEs VIEs Eliminations Reported Net sales $ 1,216,510 $ 40,693 $ (9,852 ) $ 1,247,351 Cost of goods sold (752,909 ) (11,183 ) 2,984 (761,108 ) Selling, general and administrative expenses (425,933 ) (25,119 ) 6,803 (444,249 ) Operating income 37,668 4,391 (65 ) 41,994 Other non-operating expense (44,706 ) (340 ) — (45,046 ) (Loss) income before income taxes (7,038 ) 4,051 (65 ) (3,052 ) Income tax expense (3,073 ) (2,639 ) — (5,712 ) Net (loss) income (10,111 ) 1,412 (65 ) (8,764 ) Net income attributable to noncontrolling interest — (1,412 ) — (1,412 ) Net loss attributable to The Gymboree Corporation $ (10,111 ) $ — $ (65 ) $ (10,176 ) Year Ended January 31, 2015 Balance Before Consolidation As of VIEs VIEs Eliminations Reported Net sales $ 1,209,676 $ 26,354 $ (7,290 ) $ 1,228,740 Cost of goods sold (753,756 ) (7,643 ) 1,207 (760,192 ) Selling, general and administrative expenses (1,022,894 ) (22,902 ) 6,044 (1,039,752 ) Operating loss (566,974 ) (4,191 ) (39 ) (571,204 ) Other non-operating (expense) income (82,746 ) 19 — (82,727 ) Loss before income taxes (649,720 ) (4,172 ) (39 ) (653,931 ) Income tax benefit (expense) 75,654 (1,834 ) — 73,820 Net loss (574,066 ) (6,006 ) (39 ) (580,111 ) Net loss attributable to noncontrolling interest — 6,006 — 6,006 Net loss attributable to The Gymboree Corporation $ (574,066 ) $ — $ (39 ) $ (574,105 ) Year Ended February 1, 2014 Balance Before Consolidation As of VIEs VIEs Eliminations Reported Net sales $ 1,228,816 $ 20,685 $ (4,932 ) $ 1,244,569 Cost of goods sold (762,595 ) (6,517 ) 557 (768,555 ) Selling, general and administrative expenses (587,524 ) (18,056 ) 4,468 (601,112 ) Operating loss (121,303 ) (3,888 ) 93 (125,098 ) Other non-operating (expense) income (82,954 ) 247 (2 ) (82,709 ) Loss before income taxes (204,257 ) (3,641 ) 91 (207,807 ) Income tax benefit 1,138 317 1 1,456 Net loss (203,119 ) (3,324 ) 92 (206,351 ) Net loss attributable to noncontrolling interest — 3,324 — 3,324 Net loss attributable to The Gymboree Corporation $ (203,119 ) $ — $ 92 $ (203,027 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) January 30, 2016 Balance Before Consolidation As of VIEs VIEs Eliminations Reported Cash and cash equivalents $ 8,541 $ 9,623 $ — $ 18,164 Other current assets 232,502 11,222 (1,433 ) 242,291 Total current assets 241,043 20,845 (1,433 ) 260,455 Non-current assets 891,339 4,950 — 896,289 Total assets $ 1,132,382 $ 25,795 $ (1,433 ) $ 1,156,744 Current liabilities $ 217,596 $ 14,618 $ (1,162 ) $ 231,052 Non-current liabilities 1,263,117 463 — 1,263,580 Total liabilities 1,480,713 15,081 (1,162 ) 1,494,632 Total stockholders’ deficit (348,331 ) — (271 ) (348,602 ) Noncontrolling interest — 10,714 — 10,714 Total liabilities and stockholders’ deficit $ 1,132,382 $ 25,795 $ (1,433 ) $ 1,156,744 January 31, 2015 Balance Before Consolidation As of VIEs VIEs Eliminations Reported Cash and cash equivalents $ 8,559 $ 9,961 $ — $ 18,520 Other current assets 235,123 6,261 (1,555 ) 239,829 Total current assets 243,682 16,222 (1,555 ) 258,349 Non-current assets 924,367 5,227 — 929,594 Total assets $ 1,168,049 $ 21,449 $ (1,555 ) $ 1,187,943 Current liabilities $ 205,674 $ 11,088 $ (1,373 ) $ 215,389 Non-current liabilities 1,304,384 435 — 1,304,819 Total liabilities 1,510,058 11,523 (1,373 ) 1,520,208 Total stockholders’ deficit (342,009 ) — (182 ) (342,191 ) Noncontrolling interest — 9,926 — 9,926 Total liabilities and stockholders’ deficit $ 1,168,049 $ 21,449 $ (1,555 ) $ 1,187,943 |
Condensed Guarantor Data (Table
Condensed Guarantor Data (Tables) | 12 Months Ended |
Jan. 30, 2016 | |
Condensed Consolidating Statements of Operations | THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED JANUARY 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net sales: Retail $ 3,479 $ 1,152,123 $ 57,423 $ (28,419 ) $ 1,184,606 Gymboree Play & Music — 7,928 33,284 — 41,212 Retail Franchise — 21,533 — — 21,533 Intercompany revenue 65,069 36,675 3,163 (104,907 ) — Total net sales 68,548 1,218,259 93,870 (133,326 ) 1,247,351 Cost of goods sold, including buying and occupancy expenses (8,867 ) (735,890 ) (47,646 ) 31,295 (761,108 ) Gross profit 59,681 482,369 46,224 (102,031 ) 486,243 Selling, general and administrative expenses (92,311 ) (413,514 ) (40,353 ) 101,929 (444,249 ) Operating (loss) income (32,630 ) 68,855 5,871 (102 ) 41,994 Interest income 6 9 99 — 114 Interest expense (84,464 ) (1,526 ) — — (85,990 ) Gain on extinguishment of debt 41,522 — — — 41,522 Other (expense) income, net (428 ) 159 (423 ) — (692 ) (Loss) income before income taxes (75,994 ) 67,497 5,547 (102 ) (3,052 ) Income tax benefit (expense) 24,815 (27,104 ) (3,423 ) — (5,712 ) Equity in earnings of affiliates, net of tax 41,003 — — (41,003 ) — Net (loss) income (10,176 ) 40,393 2,124 (41,105 ) (8,764 ) Net income attributable to noncontrolling interest — — (1,412 ) — (1,412 ) Net (loss) income attributable to The Gymboree Corporation $ (10,176 ) $ 40,393 $ 712 $ (41,105 ) $ (10,176 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED JANUARY 31, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net sales: Retail $ 1,882 $ 1,146,744 $ 56,926 $ (27,076 ) $ 1,178,476 Gymboree Play & Music — 10,402 20,506 — 30,908 Retail Franchise — 19,356 — — 19,356 Intercompany revenue 24,591 42,925 4,253 (71,769 ) — Total net sales 26,473 1,219,427 81,685 (98,845 ) 1,228,740 Cost of goods sold, including buying and occupancy expenses (6,330 ) (737,274 ) (44,838 ) 28,250 (760,192 ) Gross profit 20,143 482,153 36,847 (70,595 ) 468,548 Selling, general and administrative expenses (66,773 ) (412,459 ) (39,732 ) 70,608 (448,356 ) Goodwill and intangible asset impairment — (572,422 ) (18,974 ) — (591,396 ) Operating loss (46,630 ) (502,728 ) (21,859 ) 13 (571,204 ) Interest income — 60 230 (45 ) 245 Interest expense (81,886 ) (492 ) (45 ) 45 (82,378 ) Other (expense) income, net (739 ) 245 (100 ) — (594 ) Loss before income taxes (129,255 ) (502,915 ) (21,774 ) 13 (653,931 ) Income tax benefit (expense) 20,202 56,650 (3,032 ) — 73,820 Equity in earnings of affiliates, net of tax (465,052 ) — — 465,052 — Net loss (574,105 ) (446,265 ) (24,806 ) 465,065 (580,111 ) Net loss attributable to noncontrolling interest — — 6,006 — 6,006 Net loss attributable to The Gymboree Corporation $ (574,105 ) $ (446,265 ) $ (18,800 ) $ 465,065 $ (574,105 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED FEBRUARY 1, 2014 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net sales: Retail $ 1,885 $ 1,162,412 $ 62,893 $ (30,014 ) $ 1,197,176 Gymboree Play & Music — 10,677 15,008 — 25,685 Retail Franchise — 21,708 — — 21,708 Intercompany revenue 30,515 35,362 3,085 (68,962 ) — Total net sales 32,400 1,230,159 80,986 (98,976 ) 1,244,569 Cost of goods sold, including buying and occupancy expenses (5,824 ) (745,339 ) (45,558 ) 28,166 (768,555 ) Gross profit 26,576 484,820 35,428 (70,810 ) 476,014 Selling, general and administrative expenses (66,445 ) (411,476 ) (36,808 ) 70,806 (443,923 ) Goodwill and intangible asset impairment — (154,322 ) (2,867 ) — (157,189 ) Operating loss (39,869 ) (80,978 ) (4,247 ) (4 ) (125,098 ) Interest income 63 35 89 (1 ) 186 Interest expense (81,405 ) (153 ) (1 ) 1 (81,558 ) Loss on extinguishment of debt (834 ) — — — (834 ) Other (expense) income, net (105 ) (4 ) (396 ) 2 (503 ) (Loss) income before income taxes (122,150 ) (81,100 ) (4,555 ) (2 ) (207,807 ) Income tax benefit (expense) 18,346 (19,898 ) 3,008 — 1,456 Equity in earnings of affiliates, net of tax (99,223 ) — — 99,223 — Net loss (203,027 ) (100,998 ) (1,547 ) 99,221 (206,351 ) Net loss attributable to noncontrolling interest — — 3,324 — 3,324 Net (loss) income attributable to The Gymboree Corporation $ (203,027 ) $ (100,998 ) $ 1,777 $ 99,221 $ (203,027 ) |
Condensed Consolidating Statements of Comprehensive Income (Loss) | THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE YEAR ENDED JANUARY 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net (loss) income $ (10,176 ) $ 40,393 $ 2,124 $ (41,105 ) $ (8,764 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments (2,193 ) — (2,834 ) 2,210 (2,817 ) Unrealized net gain (loss) on cash flow hedges, net of tax 2,602 — (289 ) 289 2,602 Total other comprehensive income (loss), net of tax 409 — (3,123 ) 2,499 (215 ) Comprehensive (loss) income (9,767 ) 40,393 (999 ) (38,606 ) (8,979 ) Comprehensive income attributable to noncontrolling interest — — (788 ) — (788 ) Comprehensive (loss) income attributable to The Gymboree Corporation $ (9,767 ) $ 40,393 $ (1,787 ) $ (38,606 ) $ (9,767 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS FOR THE YEAR ENDED JANUARY 31, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net loss $ (574,105 ) $ (446,265 ) $ (24,806 ) $ 465,065 $ (580,111 ) Other comprehensive loss, net of tax: Foreign currency translation adjustments (7,666 ) — (8,033 ) 7,591 (8,108 ) Unrealized net gain (loss) on cash flow hedges, net of tax 1,315 — (164 ) 164 1,315 Total other comprehensive loss, net of tax (6,351 ) — (8,197 ) 7,755 (6,793 ) Comprehensive loss (580,456 ) (446,265 ) (33,003 ) 472,820 (586,904 ) Comprehensive loss attributable to noncontrolling interest — — 6,448 — 6,448 Comprehensive loss attributable to The Gymboree Corporation $ (580,456 ) $ (446,265 ) $ (26,555 ) $ 472,820 $ (580,456 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE YEAR ENDED FEBRUARY 1, 2014 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net loss $ (203,027 ) $ (100,998 ) $ (1,547 ) $ 99,221 $ (206,351 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments (185 ) — 83 128 26 Unrealized net gain on cash flow hedges, net of tax 1,219 — 449 (449 ) 1,219 Total other comprehensive income, net of tax 1,034 — 532 (321 ) 1,245 Comprehensive loss (201,993 ) (100,998 ) (1,015 ) 98,900 (205,106 ) Comprehensive loss attributable to noncontrolling interest — — 3,113 — 3,113 Comprehensive (loss) income attributable to The Gymboree Corporation $ (201,993 ) $ (100,998 ) $ 2,098 $ 98,900 $ (201,993 ) |
Condensed Consolidating Balance Sheets | THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) As of January 30, 2016 The Gymboree Guarantor Non-guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 982 $ 3,001 $ 14,181 $ — $ 18,164 Accounts receivable, net of allowance 1,073 21,149 4,474 — 26,696 Merchandise inventories — 197,655 9,587 (600 ) 206,642 Prepaid income taxes 1,511 516 169 — 2,196 Prepaid expenses 3,359 2,800 598 — 6,757 Intercompany receivable — 673,936 1,376 (675,312 ) — Total current assets 6,925 899,057 30,385 (675,912 ) 260,455 Property and equipment, net 13,518 136,020 8,940 — 158,478 Goodwill — 363,207 9,530 — 372,737 Other intangible assets, net — 340,968 43 — 341,011 Deferred financing costs 18,338 681 — — 19,019 Other assets — 1,348 4,107 (411 ) 5,044 Investment in subsidiaries 1,410,631 — — (1,410,631 ) — Total assets $ 1,449,412 $ 1,741,281 $ 53,005 $ (2,086,954 ) $ 1,156,744 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable $ 10,065 $ 97,665 $ 1,463 $ — $ 109,193 Accrued liabilities 27,941 60,863 13,450 — 102,254 Line of credit borrowings 19,000 — — — 19,000 Current obligation under capital lease — 605 — — 605 Intercompany payable 668,968 — 6,944 (675,912 ) — Total current liabilities 725,974 159,133 21,857 (675,912 ) 231,052 Long-term liabilities: Long-term debt 1,055,945 — — — 1,055,945 Long-term sale-leaseback financing liability — 26,407 — — 26,407 Long-term obligation under capital lease — 2,245 — — 2,245 Lease incentives and other liabilities 4,455 46,117 4,167 — 54,739 Deferred income taxes 11,640 113,015 — (411 ) 124,244 Total liabilities 1,798,014 346,917 26,024 (676,323 ) 1,494,632 Total stockholders’ (deficit) equity (348,602 ) 1,394,364 16,267 (1,410,631 ) (348,602 ) Noncontrolling interest — — 10,714 — 10,714 Total liabilities and stockholders’ (deficit) equity $ 1,449,412 $ 1,741,281 $ 53,005 $ (2,086,954 ) $ 1,156,744 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) As of January 31, 2015 The Gymboree Guarantor Non-guarantor 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 |
Condensed Consolidating Statements of Cash Flows | THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED JANUARY 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (92,312 ) $ 115,473 $ 9,179 $ (3,200 ) $ 29,140 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (5,861 ) (12,903 ) (2,649 ) — (21,413 ) Increase in restricted cash (10,863 ) — — — (10,863 ) Decrease in restricted cash 10,863 — — — 10,863 Capital distribution from subsidiaries 33,221 — — (33,221 ) — Increase in related party loan receivable — — (1,741 ) — (1,741 ) Proceeds from sale of assets — — 353 — 353 Intercompany transfers 3,470 (98,159 ) (657 ) 95,346 — Other — 2 199 — 201 Net cash provided by (used in) investing activities 30,830 (111,060 ) (4,495 ) 62,125 (22,600 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers 91,790 (720 ) 4,276 (95,346 ) — Proceeds from ABL facility 470,000 — — — 470,000 Payments on ABL facility (484,000 ) — — — (484,000 ) Repurchase of notes (15,325 ) — — — (15,325 ) Proceeds from sale-leaseback financing liability — 26,750 — — 26,750 Payments on capital lease and sale-leaseback financing liability — (686 ) — — (686 ) Payments for deferred financing costs (1,679 ) (895 ) — — (2,574 ) Dividend to The Gymboree Corporation — (3,200 ) — 3,200 — Capital distribution to The Gymboree Corporation — (25,863 ) (7,358 ) 33,221 — Dividend payment to parent (11 ) — — — (11 ) Net cash provided by (used in) financing activities 60,775 (4,614 ) (3,082 ) (58,925 ) (5,846 ) Effect of exchange rate fluctuations on cash and cash equivalents — — (1,050 ) — (1,050 ) Net (decrease) increase in cash and cash equivalents (707 ) (201 ) 552 — (356 ) CASH AND CASH EQUIVALENTS: Beginning of Period 1,689 3,202 13,629 — 18,520 End of Period $ 982 $ 3,001 $ 14,181 $ — $ 18,164 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED JANUARY 31, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (128,004 ) $ 108,700 $ 546 $ (3,000 ) $ (21,758 ) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (4,153 ) (22,682 ) (5,157 ) — (31,992 ) Proceeds from sale of shares 3,207 — — (3,207 ) — Capital distribution from subsidiary 1,821 — — (1,821 ) — Intercompany transfers (3,470 ) (84,712 ) (720 ) 88,902 — Other — 20 30 — 50 Net cash used in investing activities (2,595 ) (107,374 ) (5,847 ) 83,874 (31,942 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers 83,962 720 4,220 (88,902 ) — Proceeds from ABL facility 447,000 — — — 447,000 Payments on ABL facility (414,000 ) — — — (414,000 ) Payments on capital lease — (503 ) — — (503 ) Dividend to The Gymboree Corporation — (3,000 ) — 3,000 — Dividend payment to Parent (153 ) — — — (153 ) Repurchase of shares — — (3,207 ) 3,207 — Capital distribution to The Gymboree Corporation — — (1,821 ) 1,821 — Capital contribution received by noncontrolling interest — — 992 — 992 Net cash provided by (used in) financing activities 116,809 (2,783 ) 184 (80,874 ) 33,336 Effect of exchange rate fluctuations on cash and cash equivalents — — (545 ) — (545 ) Net decrease in cash and cash equivalents (13,790 ) (1,457 ) (5,662 ) — (20,909 ) CASH AND CASH EQUIVALENTS: Beginning of Period 15,479 4,659 19,291 — 39,429 End of Period $ 1,689 $ 3,202 $ 13,629 $ — $ 18,520 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED FEBRUARY 1, 2014 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (59,970 ) $ 134,236 $ 605 $ — $ 74,871 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (3,187 ) (45,263 ) (4,182 ) — (52,632 ) Dividend from subsidiary 2,500 — — (2,500 ) — Intercompany transfers — (84,681 ) — 84,681 — Other — (65 ) (429 ) — (494 ) Net cash used in investing activities (687 ) (130,009 ) (4,611 ) 82,181 (53,126 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers 90,029 — (5,348 ) (84,681 ) — Proceeds from ABL facility 123,000 — — — 123,000 Payments on ABL facility (123,000 ) — — — (123,000 ) Repurchase of notes (24,760 ) — — — (24,760 ) Payments on capital lease — (196 ) — — (196 ) Dividend to The Gymboree Corporation — (2,500 ) — 2,500 — Dividend payment to parent (7,564 ) — — — (7,564 ) Capital contribution received by noncontrolling interest — — 15,886 — 15,886 Net cash provided by (used in) financing activities 57,705 (2,696 ) 10,538 (82,181 ) (16,634 ) Effect of exchange rate fluctuations on cash and cash equivalents — — 990 — 990 Net (decrease) increase in cash and cash equivalents (2,952 ) 1,531 7,522 — 6,101 CASH AND CASH EQUIVALENTS: Beginning of Period 18,431 3,128 11,769 — 33,328 End of Period $ 15,479 $ 4,659 $ 19,291 $ — $ 39,429 |
Quarterly Financial Informati47
Quarterly Financial Information (Tables) | 12 Months Ended |
Jan. 30, 2016 | |
Quarterly Financial Information | The quarterly financial information presented below is derived from the Consolidated Statements of Operations (in thousands). Fiscal 2015 Quarter Ended Fiscal May 2, August 1, October 31, January 30, 2015 Total Net sales Retail $ 261,732 $ 256,991 $ 289,653 $ 376,230 $ 1,184,606 Gymboree Play & Music 8,648 11,667 9,921 10,976 41,212 Retail Franchise 5,689 4,807 5,867 5,170 21,533 Total net sales $ 276,069 $ 273,465 $ 305,441 $ 392,376 $ 1,247,351 Gross profit $ 105,357 $ 100,660 $ 122,781 $ 157,445 $ 486,243 Goodwill and intangible asset impairment $ — $ — $ — $ — $ — Operating income (loss) $ 647 $ (2,706 ) $ 14,215 $ 29,838 $ 41,994 Net (loss) income $ (22,480 ) $ (25,394 ) $ (9,652 ) $ 48,762 $ (8,764 ) Net (loss) income attributable to The Gymboree Corporation $ (23,025 ) $ (26,562 ) $ (10,028 ) $ 49,439 $ (10,176 ) Fiscal 2014 Quarter Ended Fiscal May 3, August 2, November 1, January 31, 2014 Total Net sales Retail $ 259,124 $ 253,376 $ 304,265 $ 361,711 $ 1,178,476 Gymboree Play & Music 6,832 7,319 7,744 9,013 30,908 Retail Franchise 6,054 3,608 4,810 4,884 19,356 Total net sales $ 272,010 $ 264,303 $ 316,819 $ 375,608 $ 1,228,740 Gross profit $ 108,358 $ 96,364 $ 125,921 $ 137,905 $ 468,548 Goodwill and intangible asset impairment $ — $ — $ (591,396 ) $ — $ (591,396 ) Operating income (loss) $ 6,068 $ (10,776 ) $ (579,154 ) $ 12,658 $ (571,204 ) Net loss $ (15,003 ) $ (32,853 ) $ (522,394 ) $ (9,861 ) $ (580,111 ) Net loss attributable to The Gymboree Corporation $ (13,431 ) $ (31,153 ) $ (522,075 ) $ (7,446 ) $ (574,105 ) |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | Nov. 23, 2010 | Jan. 30, 2016USD ($)Store | Jan. 31, 2015USD ($) | Feb. 01, 2014USD ($) | Apr. 27, 2016Store | Feb. 02, 2013USD ($) |
Significant Accounting Policies [Line Items] | ||||||
Number of retail stores | Store | 1,306 | |||||
Business acquisition, date | Nov. 23, 2010 | |||||
Percentage of Ownership in Subsidiaries | 100.00% | |||||
Cash equivalents maturity period | 3 months | |||||
Unrecognized tax benefits | $ 6,446 | $ 5,638 | $ 6,565 | $ 8,562 | ||
Workers' compensation liability | $ 7,500 | 6,600 | ||||
Unredeemed gift cards recognition period | 3 years | |||||
Loyalty program, earned liability | $ 2,000 | 1,800 | ||||
Deferred direct response costs | 1,000 | 900 | ||||
Advertising expense | $ 31,100 | 24,400 | 20,500 | |||
Minimum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives of assets | 3 years | |||||
Online customers, merchandise shipment period | 3 days | |||||
Expected sales realization cycle | 28 days | |||||
Maximum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives of assets | 25 years | |||||
Online customers, merchandise shipment period | 6 days | |||||
Expected sales realization cycle | 42 days | |||||
Co Branded Credit Card Agreements | Retail Stores | ||||||
Significant Accounting Policies [Line Items] | ||||||
Net Sales | $ 3,500 | 1,900 | 1,500 | |||
Other Income | ||||||
Significant Accounting Policies [Line Items] | ||||||
Revenue from unredeemed gift card and merchandise credit balances | 2,900 | 2,600 | 1,900 | |||
Selling, General and Administrative Expenses | ||||||
Significant Accounting Policies [Line Items] | ||||||
Distribution expenses | 45,500 | 43,100 | $ 37,900 | |||
Healthcare | ||||||
Significant Accounting Policies [Line Items] | ||||||
Workers' compensation liability | $ 1,400 | $ 1,400 | ||||
Leasehold Improvements | Minimum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives of assets | 5 years | |||||
Leasehold Improvements | Maximum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives of assets | 13 years | |||||
Computer Software | Minimum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives of intangible assets | 3 years | |||||
Computer Software | Maximum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives of intangible assets | 7 years | |||||
Overseas Franchisees And China | ||||||
Significant Accounting Policies [Line Items] | ||||||
Number of retail stores | Store | 84 | |||||
UNITED STATES | ||||||
Significant Accounting Policies [Line Items] | ||||||
Number of retail stores | Store | 1,255 | |||||
California | Building and Building Improvements [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives of assets | 39 years | |||||
CHINA | ||||||
Significant Accounting Policies [Line Items] | ||||||
Number of retail stores | Store | 27 | |||||
Parent Child Developmental Play Programs under the Gymboree Play & Music brand | UNITED STATES | ||||||
Significant Accounting Policies [Line Items] | ||||||
Number of franchise and Company-operated centers | Store | 727 | |||||
Parent Child Developmental Play Programs under the Gymboree Play & Music brand | Other Countries | ||||||
Significant Accounting Policies [Line Items] | ||||||
Number of franchise and Company-operated centers | Store | 43 | |||||
Subsequent Event | CHINA | ||||||
Significant Accounting Policies [Line Items] | ||||||
Number of retail locations expected to be closed by the end of May 2016 | Store | 25 | |||||
Cost of Goods, Total | Supplier Concentration Risk | ||||||
Significant Accounting Policies [Line Items] | ||||||
Concentration risks, inventory purchases | 89.00% | 82.00% | 66.00% | |||
Subsidiaries | ||||||
Significant Accounting Policies [Line Items] | ||||||
Percentage of Ownership in Subsidiaries | 100.00% |
Retail Stores by Geographical A
Retail Stores by Geographical Area (Detail) | Jan. 30, 2016Store | |
Retail Stores Information [Line Items] | ||
Number of retail stores | 1,306 | |
Gymboree Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 595 | |
Gymboree Outlet Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 175 | |
Janie And Jack Shops | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 149 | |
Crazy 8 Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 387 | |
UNITED STATES | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 1,255 | |
UNITED STATES | Gymboree Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 546 | |
UNITED STATES | Gymboree Outlet Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 174 | |
UNITED STATES | Janie And Jack Shops | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 148 | |
UNITED STATES | Crazy 8 Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 387 | |
CANADA | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 48 | |
CANADA | Gymboree Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 48 | |
PUERTO RICO | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 3 | |
PUERTO RICO | Gymboree Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 1 | |
PUERTO RICO | Gymboree Outlet Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 1 | |
PUERTO RICO | Janie And Jack Shops | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 1 | |
Overseas Franchisees | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 57 | [1] |
Overseas Franchisees | Gymboree Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 53 | [1] |
Overseas Franchisees | Janie And Jack Shops | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 1 | [1] |
Overseas Franchisees | Crazy 8 Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 3 | [1] |
CHINA | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 27 | |
CHINA | Gymboree Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 27 | |
Overseas Franchisees And China | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 84 | |
Overseas Franchisees And China | Gymboree Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 80 | |
Overseas Franchisees And China | Janie And Jack Shops | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 1 | |
Overseas Franchisees And China | Crazy 8 Stores | ||
Retail Stores Information [Line Items] | ||
Number of retail stores | 3 | |
[1] | Overseas franchisees operated retail stores in the Middle East, South Korea and Latin America. |
Summary of Activity in Sales Re
Summary of Activity in Sales Return Reserve (Detail) - Allowance for Sales Returns - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Revenue Recognition, Allowances [Line Items] | |||
Balance, beginning of period | $ 1,480 | $ 1,434 | $ 2,508 |
Provision for sales return | 31,890 | 29,765 | 28,154 |
Actual sales returns | (31,702) | (29,719) | (29,228) |
Balance, end of period | $ 1,668 | $ 1,480 | $ 1,434 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jan. 30, 2016 | Nov. 01, 2014 | Feb. 01, 2014 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Assets Level 1 into Level 2 transfer amount | $ 0 | $ 0 | $ 0 | |||
Liabilities Level 1 into Level 2 transfer amount | 0 | 0 | 0 | |||
Assets Level 2 into Level 1 transfer amount | 0 | 0 | 0 | |||
Liabilities Level 2 into Level 1 transfer amount | 0 | 0 | 0 | |||
Other financial assets measured at fair value | 0 | 0 | 0 | |||
Other financial liabilities measured at fair value | 0 | 0 | 0 | |||
Impairment for goodwill | $ 378,800,000 | 378,796,000 | $ 140,189,000 | |||
Abandoned Assets | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Impairment charges | 3,100,000 | |||||
Under-Performing Stores | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Impairment charges | 1,300,000 | 6,000,000 | 7,600,000 | |||
Trade names | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Trade names impairment | $ 212,600,000 | $ 17,000,000 | 0 | 212,600,000 | 17,000,000 | |
Retail Stores | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Impairment for goodwill | $ 0 | $ 0 | $ 378,796,000 | $ 140,189,000 |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Jan. 30, 2016 | Jan. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities Fair Value | $ 145 | |
Assets Fair Value | $ 113 | |
Interest rate caps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Fair Value | 17 | |
Forward foreign exchange contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities Fair Value | 145 | |
Assets Fair Value | 96 | |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities Fair Value | 145 | |
Assets Fair Value | 113 | |
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 | |
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 | $ 145 | |
Assets Fair Value | $ 96 |
Estimated Fair Value of Long-Te
Estimated Fair Value of Long-Term Debt (Detail) - USD ($) $ in Thousands | Jan. 30, 2016 | Jan. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Amount | $ 1,055,945 | $ 1,114,048 |
Fair Value | 471,827 | 658,700 |
Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Amount | 768,370 | 768,048 |
Fair Value | 399,933 | 530,680 |
Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Amount | 287,575 | 346,000 |
Fair Value | $ 71,894 | $ 128,020 |
Goodwill Allocated to Reportabl
Goodwill Allocated to Reportable Segments (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Goodwill [Line Items] | |||
Goodwill gross | $ 927,266 | $ 927,266 | $ 927,266 |
Accumulated impairment losses | (547,285) | (547,285) | (168,489) |
Effect of exchange rate fluctuations | (7,244) | (6,147) | |
Goodwill | 372,737 | 373,834 | 758,777 |
Retail Stores | |||
Goodwill [Line Items] | |||
Goodwill gross | 887,241 | 887,241 | 887,241 |
Accumulated impairment losses | (547,285) | (547,285) | (168,489) |
Effect of exchange rate fluctuations | (7,244) | (6,147) | |
Goodwill | 332,712 | 333,809 | 718,752 |
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 Asset55
Goodwill and Intangible Assets and Liabilities - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jan. 30, 2016 | Nov. 01, 2014 | Feb. 01, 2014 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Impairment for goodwill | $ 378,800,000 | $ 378,796,000 | $ 140,189,000 | |||
Fair Value of Reporting Unit Exceeds Carry Amount Percent | 30.00% | 30.00% | ||||
Trade names | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Trade names impairment | $ 212,600,000 | $ 17,000,000 | $ 0 | 212,600,000 | 17,000,000 | |
Retail Stores | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Impairment for goodwill | $ 0 | 0 | 378,796,000 | $ 140,189,000 | ||
Retail Stores | Gymboree Stores | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Impairment for goodwill | 38,800,000 | 252,300,000 | ||||
Reporting unit, fair value | 581,000,000 | 581,000,000 | ||||
Reporting unit, carrying value | 436,600,000 | 436,600,000 | ||||
Retail Stores | Gymboree Stores | Trade names | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Indefinite-lived intangible assets, carrying value | 202,200,000 | 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 | 229,500,000 | 229,500,000 | ||||
Retail Stores | Gymboree Outlet Stores | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Impairment for goodwill | 16,100,000 | 67,200,000 | ||||
Reporting unit, fair value | 140,000,000 | 140,000,000 | ||||
Reporting unit, carrying value | 106,600,000 | 106,600,000 | ||||
Retail Stores | Gymboree Outlet Stores | Trade names | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Indefinite-lived intangible assets, carrying value | 38,300,000 | 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 | 40,500,000 | 40,500,000 | ||||
Retail Stores | Janie And Jack Shops | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Reporting unit, fair value | 274,000,000 | 274,000,000 | ||||
Reporting unit, carrying value | 77,200,000 | 77,200,000 | ||||
Retail Stores | Janie And Jack Shops | Trade names | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Indefinite-lived intangible assets, carrying value | 42,200,000 | 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 | 61,600,000 | 61,600,000 | ||||
Retail Stores | Crazy 8 Stores | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Impairment for goodwill | $ 85,300,000 | $ 59,300,000 | ||||
Reporting unit, fair value | 143,000,000 | 143,000,000 | ||||
Reporting unit, carrying value | 69,900,000 | 69,900,000 | ||||
Retail Stores | Crazy 8 Stores | Trade names | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Indefinite-lived intangible assets, carrying value | 18,500,000 | 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 | 19,800,000 | 19,800,000 | ||||
Gymboree Play & Music | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Reporting unit, fair value | 64,000,000 | 64,000,000 | ||||
Reporting unit, carrying value | 40,300,000 | 40,300,000 | ||||
Gymboree Play & Music | Trade names | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Indefinite-lived intangible assets, carrying value | 36,200,000 | 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 | 46,800,000 | 46,800,000 | ||||
International Retail Franchise | ||||||
Goodwill and Intangible Assets Disclosure [Line Items] | ||||||
Reporting unit, fair value | 75,000,000 | 75,000,000 | ||||
Reporting unit, carrying value | $ 26,700,000 | $ 26,700,000 |
Goodwill Impairment (Detail)
Goodwill Impairment (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jan. 30, 2016 | Nov. 01, 2014 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Goodwill [Line Items] | |||||
2,013 | $ (378,800,000) | $ (378,796,000) | $ (140,189,000) | ||
Retail Stores | |||||
Goodwill [Line Items] | |||||
2,013 | $ 0 | $ 0 | $ (378,796,000) | $ (140,189,000) |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) $ in Thousands | Jan. 30, 2016 | Jan. 31, 2015 |
Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 581,072 | $ 583,681 |
Accumulated amortization | (10,461) | (10,529) |
Accumulated impairment | (229,600) | (229,600) |
Net Amount | 341,011 | 343,552 |
Intangible Assets Subject to Amortization | ||
Intangible Assets [Line Items] | ||
Gross carrying amount | 14,060 | 16,669 |
Accumulated amortization | (10,461) | (10,529) |
Net amount | 3,599 | 6,140 |
Intangible Assets Subject to Amortization | Customer relationships | ||
Intangible Assets [Line Items] | ||
Gross carrying amount | 770 | |
Accumulated amortization | (605) | |
Net amount | 165 | |
Intangible Assets Subject to Amortization | Below Market Leases | ||
Intangible Assets [Line Items] | ||
Gross carrying amount | 3,435 | 5,274 |
Accumulated amortization | (2,480) | (3,486) |
Net amount | 955 | 1,788 |
Intangible Assets Subject to Amortization | Co-branded credit card agreement | ||
Intangible Assets [Line Items] | ||
Gross carrying amount | 4,000 | 4,000 |
Accumulated amortization | (3,189) | (2,573) |
Net amount | 811 | 1,427 |
Intangible Assets Subject to Amortization | Franchise agreements and reacquired franchise rights | ||
Intangible Assets [Line Items] | ||
Gross carrying amount | 6,625 | 6,625 |
Accumulated amortization | (4,792) | (3,865) |
Net amount | 1,833 | 2,760 |
Intangible Assets Not Subject to Amortization | Trade names | ||
Intangible Assets [Line Items] | ||
Gross carrying amount | 567,012 | 567,012 |
Accumulated impairment | (229,600) | (229,600) |
Net amount | $ 337,412 | $ 337,412 |
Intangible Liabilities (Detail)
Intangible Liabilities (Detail) - USD ($) $ in Thousands | Jan. 30, 2016 | Jan. 31, 2015 |
Intangible Liabilities [Line Items] | ||
Gross carrying amount | $ (10,461) | $ (11,400) |
Accumulated amount | 7,435 | 6,795 |
Net amount | $ (3,026) | $ (4,605) |
Useful Lives of Intangible Asse
Useful Lives of Intangible Assets (Detail) | 12 Months Ended |
Jan. 30, 2016 | |
Trade names | |
Intangible Assets [Line Items] | |
Intangible assets, useful life | Indefinite |
Selling, General and Administrative Expenses | Co-branded credit card agreement | |
Intangible Assets [Line Items] | |
Intangible assets, useful life | 6 years 6 months |
Selling, General and Administrative Expenses | International Retail Franchise | Franchise Agreements | |
Intangible Assets [Line Items] | |
Intangible assets, useful life | 6 years |
Selling, General and Administrative Expenses | Gymboree Play & Music | Franchise Agreements | |
Intangible Assets [Line Items] | |
Intangible assets, useful life | 14 years |
Selling, General and Administrative Expenses | Gymboree Play & Music | Reacquired franchise rights | |
Intangible Assets [Line Items] | |
Intangible assets, useful life, period | Remaining contractual term |
Cost of Goods Sold | Below Market Leases | |
Intangible Assets [Line Items] | |
Intangible assets, useful life, period | Remaining lease term |
Cost of Goods Sold | Above Market Leases | |
Intangible Assets [Line Items] | |
Intangible assets, useful life, period | Remaining lease term |
Net Amortization Expense or Inc
Net Amortization Expense or Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Cost of Goods Sold | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization income (expense) | $ 745 | $ 958 | $ 1,446 |
Selling, General and Administrative Expenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization income (expense) | $ (1,708) | $ (2,118) | $ (3,842) |
Estimated Amortization Expense
Estimated Amortization Expense Income Related to Intangible Assets and Liabilities (Detail) $ in Thousands | Jan. 30, 2016USD ($) |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | |
2,016 | $ 469 |
2,017 | (343) |
2,018 | (218) |
2,019 | 113 |
2,020 | 113 |
Thereafter | 439 |
Total | 573 |
Below Market Leases | |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | |
2,016 | 476 |
2,017 | 335 |
2,018 | 110 |
2,019 | 15 |
2,020 | 15 |
Thereafter | 4 |
Total | 955 |
Above Market Leases | |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | |
2,016 | (1,393) |
2,017 | (1,010) |
2,018 | (464) |
2,019 | (38) |
2,020 | (38) |
Thereafter | (83) |
Total | (3,026) |
Other Intangibles | |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | |
2,016 | 1,386 |
2,017 | 332 |
2,018 | 136 |
2,019 | 136 |
2,020 | 136 |
Thereafter | 518 |
Total | $ 2,644 |
Accrued and Other Current Lia62
Accrued and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jan. 30, 2016 | Jan. 31, 2015 |
Schedule of Accrued Liabilities [Line Items] | ||
Employee compensation related expenses | $ 30,881 | $ 23,705 |
Unredeemed gift cards, gift certificates, merchandise credits and customer deposits | 24,809 | 24,924 |
Corporate expenses | 22,479 | 21,054 |
Store operating expenses | 9,956 | 7,822 |
Accrued interest | 8,760 | 9,845 |
Sales taxes | 2,105 | 1,554 |
Other | 3,264 | 5,901 |
Total | $ 102,254 | $ 94,805 |
401k Plan - Additional Informat
401k Plan - Additional Information (Detail) - Defined Contribution 401 K Plan - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Description of voluntary defined contribution 401(k) profit-sharing plan | We contribute $1.00 to the plan for each $1.00 contributed by an employee, up to 4% of the employee's salary. | ||
Total matching contributions to the Plan | $ 2.5 | $ 2.3 | $ 2.1 |
Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percentage of employee gross pay, the employer may contribute to a defined contribution plan | 4.00% |
Line of Credit - Additional Inf
Line of Credit - Additional Information (Detail) - USD ($) | Apr. 22, 2016 | Jan. 30, 2016 | Jan. 31, 2015 |
Line of Credit Facility [Line Items] | |||
Line of credit, outstanding | $ 19,000,000 | $ 33,000,000 | |
Line of credit, weighted average interest rate | 3.50% | ||
ABL Revolving Facility | |||
Line of Credit Facility [Line Items] | |||
Number of revised maturity days | 60 days | ||
Asset-based lending, borrowing capacity | $ 225,000,000 | ||
Line of credit, outstanding | 19,000,000 | 33,000,000 | |
Letter of credit, outstanding | 27,600,000 | ||
Line of credit, remaining borrowing capacity | 125,500,000 | ||
Line of credit, average borrowing | $ 51,900,000 | $ 32,000,000 | |
ABL Revolving Facility | Federal Funds Effective Rate | |||
Line of Credit Facility [Line Items] | |||
Line of credit, interest rate | 0.50% | ||
ABL Revolving Facility | Adjusted LIBOR Rate | |||
Line of Credit Facility [Line Items] | |||
Line of credit, interest rate | 1.00% | ||
ABL Revolving Facility | Maximum | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, borrowing base reserves | $ 25,000,000 | ||
Line of credit, commitment fee | 0.375% | ||
ABL Revolving Facility | Minimum | |||
Line of Credit Facility [Line Items] | |||
Line of credit, commitment fee | 0.25% | ||
Term Loan | Subsequent Event | Second Amendment | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, borrowing base reserves | $ 17,500,000 | ||
Asset-based lending, borrowing capacity | $ 50,000,000 | ||
Line of credit facility, borrowing base reserves, percentage | 10.00% | ||
Term Loan | Subsequent Event | Adjusted LIBOR Rate | Second Amendment | |||
Line of Credit Facility [Line Items] | |||
Line of credit, interest rate | 10.25% | ||
Term Loan | Subsequent Event | Prime Rate [Member] | Second Amendment | |||
Line of Credit Facility [Line Items] | |||
Line of credit, interest rate | 9.25% | ||
Revolving Credit Facility | Subsequent Event | Second Amendment | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, borrowing base reserves | $ 17,500,000 | ||
Line of credit facility, borrowing base reserves, percentage | 10.00% |
Long-Term Debt (Detail)
Long-Term Debt (Detail) - USD ($) $ in Thousands | Jan. 30, 2016 | Jan. 31, 2015 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,055,945 | $ 1,114,048 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 768,370 | 768,048 |
Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 287,575 | $ 346,000 |
Long-Term Debt (Parenthetical)
Long-Term Debt (Parenthetical) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 30, 2016 | Jan. 31, 2015 | |
Term Loan | ||
Debt Instrument [Line Items] | ||
London interbank offering rate floor | 1.50% | 1.50% |
Term loan, discount | $ 732 | $ 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% |
Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, due date | 2018-12 | 2018-12 |
Long-term debt, interest rate | 9.125% | 9.125% |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Jan. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Debt Instrument [Line Items] | |||||
Write-off of deferred financing cost | $ 1,600,000 | ||||
Long-term debt and borrowings, interest expense | $ 85,990,000 | $ 82,378,000 | $ 81,558,000 | ||
Deferred financing costs incurred | $ 2,574,000 | ||||
Deferred financing costs, weighted-average remaining amortization period | 2 years 3 months 18 days | ||||
Deferred financing costs, amortization expense | $ 7,400,000 | $ 6,800,000 | 6,500,000 | ||
ABL | |||||
Debt Instrument [Line Items] | |||||
Deferred financing costs, amortization period | 1 year 10 months 24 days | ||||
Deferred financing costs incurred | $ 1,700,000 | ||||
Deferred financing costs, weighted-average remaining amortization period | 2 years 3 months 18 days | ||||
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% | ||
Interest rate under term loan | 5.00% | 5.00% | |||
Long-term debt, payment percentage | 0.25% | 0.25% | |||
Term loan, discount | $ 732,000 | $ 732,000 | $ 1,054,000 | ||
Deferred financing costs, weighted-average remaining amortization period | 2 years 3 months 18 days | ||||
Term Loan | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, interest rate above basis rate | 2.50% | ||||
Term Loan | Adjusted LIBOR Rate | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, interest rate above basis rate | 3.50% | 3.50% | |||
Term Loan | Maximum | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, allowed additional tranches of loan | $ 200,000,000 | ||||
Notes | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, amount | $ 400,000,000 | $ 400,000,000 | |||
Long-term debt, due date | 2018-12 | 2018-12 | |||
Long-term debt, interest rate | 9.125% | 9.125% | 9.125% | ||
Long-term debt, redemption price | 100.00% | ||||
Aggregate principal amount of Notes repurchased | $ 58,400,000 | 25,000,000 | |||
Payments on Notes | 15,300,000 | 24,800,000 | |||
Gain (loss) on extinguishment of debt | 41,500,000 | (800,000) | |||
Write-off of deferred financing cost | $ 1,600,000 | 1,000,000 | |||
Notes | Change in Control of Company | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, redemption price | 101.00% | ||||
Long-Term Debt and ABL | |||||
Debt Instrument [Line Items] | |||||
Long-term debt and borrowings, interest expense | $ 84,400,000 | $ 81,900,000 | $ 81,600,000 |
Schedule of Redemption Prices (
Schedule of Redemption Prices (Detail) - Notes | 12 Months Ended |
Jan. 30, 2016 | |
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 | Jan. 30, 2016USD ($) |
Long Term Debt Maturities Repayments Of Principal [Line Items] | |
Principal payments in 2016 | $ 0 |
Principal payments in 2017 | 6,502 |
Principal payments in 2018 | 1,050,175 |
Total | $ 1,056,677 |
Estimated Amortization of Defer
Estimated Amortization of Deferred Financing Costs for Each of Next Five Fiscal Years (Detail) - USD ($) $ in Thousands | Jan. 30, 2016 | Jan. 31, 2015 |
Deferred Costs, Capitalized and Other Assets Disclosure [Line Items] | ||
2,016 | $ 7,604 | |
2,017 | 7,934 | |
2,018 | 2,920 | |
2,019 | 90 | |
2,020 | 90 | |
Thereafter | 381 | |
Total | $ 19,019 | $ 25,622 |
Sale-leaseback of Dixon Distr71
Sale-leaseback of Dixon Distribution Center - Additional Information (Detail) - USD ($) $ in Thousands | May. 05, 2015 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 |
Sale Leaseback Transaction [Line Items] | ||||
Net proceeds from sale and leaseback agreement | $ 26,750 | |||
Payments related to sale-leaseback financing liability | 1,300 | |||
Interest expense | 85,990 | $ 82,378 | $ 81,558 | |
Property and equipment, net | 158,478 | $ 182,431 | ||
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 | |||
Interest expense | 1,200 | |||
Property and equipment, net | $ 18,900 | |||
Sale And Leaseback Transaction | Capital Expenditure | ||||
Sale Leaseback Transaction [Line Items] | ||||
Net proceeds from sale and leaseback agreement | $ 10,900 | |||
Sale And Leaseback Transaction | Maximum | ||||
Sale Leaseback Transaction [Line Items] | ||||
Line of credit facility restricted period | 10 years |
Future Payments on Sale-Leaseba
Future Payments on Sale-Leaseback Financing Liability, Excluding Renewals (Detail) $ in Thousands | Jan. 30, 2016USD ($) |
Sale Leaseback Transaction [Line Items] | |
2,016 | $ 1,800 |
2,017 | 1,822 |
2,018 | 1,845 |
2,019 | 1,868 |
2,020 | 1,891 |
Thereafter | 31,366 |
Total payments | 40,592 |
Less amount representing interest | (13,977) |
Total sale-leaseback financing liability | 26,615 |
Less current portion of sale-leaseback financing liability - included in accrued liabilities | (208) |
Long-term portion of sale-leaseback financing liability | $ 26,407 |
Derivative Financial Instrume73
Derivative Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2010 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Derivative [Line Items] | ||||
Forward exchange contracts term | 1 year | |||
Amount of Gain / (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | $ (3,570) | $ (1,607) | $ (869) | |
Term Loan | ||||
Derivative [Line Items] | ||||
Long-term debt, amount | 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 | 4,700 | |||
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) | $ 3,900 | $ 2,100 | $ 1,100 |
Outstanding Derivatives Designa
Outstanding Derivatives Designated as Cash Flow Hedges (Detail) - Designated as Hedging Instrument $ in Thousands | Jan. 30, 2016USD ($)Derivative | Jan. 31, 2015USD ($)Derivative |
Derivative [Line Items] | ||
Number of derivative instruments | Derivative | 10 | 10 |
Notional | $ | $ 705,492 | $ 704,633 |
Interest rate derivatives | Interest rate caps | ||
Derivative [Line Items] | ||
Number of interest rate derivative instruments | Derivative | 4 | 4 |
Notional | $ | $ 700,000 | $ 700,000 |
Foreign exchange derivatives | Forward foreign exchange contracts | ||
Derivative [Line Items] | ||
Number of foreign currency exchange rate derivatives, designated as cash flow hedges | Derivative | 6 | 6 |
Notional | $ | $ 5,492 | $ 4,633 |
Fair Value of Derivative Financ
Fair Value of Derivative Financial Instruments (Detail) - USD ($) $ in Thousands | Jan. 30, 2016 | Jan. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $ 113 | |
Derivative Liabilities | $ 145 | |
Interest rate derivatives | Interest rate caps | Other Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 17 | |
Foreign exchange derivatives | Forward foreign exchange contracts | Other Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $ 96 |
Effect of Derivative Financial
Effect of Derivative Financial Instruments on Consolidated Statements of Operations and Comprehensive Loss (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gains / (Losses) Recognized in OCI on Derivative (Effective Portion) | $ (17) | $ (292) | $ 350 |
Gains / (Losses) Reclassified from Accumulated OCI into Income (Effective Portion) | (3,570) | (1,607) | (869) |
Interest rate derivatives | Interest rate caps | Interest Expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gains / (Losses) Recognized in OCI on Derivative (Effective Portion) | (17) | (582) | (365) |
Gains / (Losses) Reclassified from Accumulated OCI into Income (Effective Portion) | (3,861) | (2,062) | (1,135) |
Foreign exchange derivatives | Forward foreign exchange contracts | Cost of Goods Sold | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gains / (Losses) Recognized in OCI on Derivative (Effective Portion) | 290 | 715 | |
Gains / (Losses) Reclassified from Accumulated OCI into Income (Effective Portion) | $ 291 | $ 455 | $ 266 |
Lease Incentives and Other Li77
Lease Incentives and Other Liabilities (Detail) - USD ($) $ in Thousands | Jan. 30, 2016 | Jan. 31, 2015 |
Lease Liability Activity [Line Items] | ||
Above market leases | $ 3,026 | $ 4,605 |
Deferred rent | 21,078 | 20,822 |
Lease allowances | 22,795 | 25,579 |
Other | 2,765 | 2,671 |
Total | $ 49,664 | $ 53,677 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 25, 2016 | Jan. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 |
Contracts [Line Items] | ||||
Operating leases expiration year | 2,026 | |||
Sublease, expiration date | 2018-04 | |||
Future minimum rental payments, net of rental receipts through fiscal 2018 | $ 432,408 | $ 432,408 | ||
Asset retirement obligation | $ 2,100 | 2,100 | $ 2,000 | |
Subsequent Event | ||||
Contracts [Line Items] | ||||
Early termination fee payable | $ 8,300 | |||
Monthly minimum payment | $ 700 | |||
Subsequent Event | First Installment | ||||
Contracts [Line Items] | ||||
Early termination fee payable, date | 2016-05 | |||
Selling, General and Administrative Expenses | ||||
Contracts [Line Items] | ||||
Amortization of the capital lease assets | $ 700 | $ 700 | ||
Retail Stores | ||||
Contracts [Line Items] | ||||
Operating leases term | 10 years |
Future Minimum Rental Payments
Future Minimum Rental Payments Net Of Rental Receipts Under Non Cancelable Operating Leases (Detail) $ in Thousands | Jan. 30, 2016USD ($) |
Net Payments | |
2,016 | $ 100,500 |
2,017 | 87,543 |
2,018 | 65,656 |
2,019 | 50,535 |
2,020 | 41,989 |
Thereafter | 86,185 |
Total future minimum lease payments and receipts, net | $ 432,408 |
Rent Expense (Detail)
Rent Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Operating Leased Assets [Line Items] | |||
Minimum rent | $ 106,123 | $ 107,927 | $ 102,482 |
Other lease required expenses | 56,143 | 55,268 | 53,678 |
Percentage rent expense | 991 | 845 | 788 |
Amortization income of above and below market leases, net | (745) | (958) | (1,446) |
Total rent expense | $ 162,512 | $ 163,082 | $ 155,502 |
Assets under Capital Lease (Det
Assets under Capital Lease (Detail) - USD ($) $ in Thousands | Jan. 30, 2016 | Jan. 31, 2015 |
Capital Leased Assets [Line Items] | ||
Total assets under capital lease | $ 4,102 | $ 4,102 |
Less: Accumulated amortization | (1,724) | (1,011) |
Net assets under capital lease | 2,378 | 3,091 |
Leasehold Improvements | ||
Capital Leased Assets [Line Items] | ||
Total assets under capital lease | 1,776 | 1,776 |
Furniture, Fixtures and Equipment | ||
Capital Leased Assets [Line Items] | ||
Total assets under capital lease | $ 2,326 | $ 2,326 |
Future Minimum Obligations unde
Future Minimum Obligations under Capital Leases (Detail) - USD ($) $ in Thousands | Jan. 30, 2016 | Jan. 31, 2015 |
Schedule of Capital Lease Obligations [Line Items] | ||
2,016 | $ 838 | |
2,017 | 838 | |
2,018 | 838 | |
2,019 | 876 | |
Total minimum lease payments | 3,390 | |
Less amount representing interest | (540) | |
Total future minimum lease payments | 2,850 | |
Less current portion of obligation under capital lease | (605) | $ (552) |
Obligations under capital lease, less current portion | $ 2,245 | $ 2,850 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 12, 2013 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Preferred stock liquidation preference per share | $ 36 | |||
Preferred stock liquidation preference growth rate per year | 15.00% | |||
Weighted-average fair value of options granted | $ 8.50 | |||
Share-based compensation expense | $ 3,367 | $ 4,624 | $ 5,809 | |
Share-based compensation income tax (expense) benefits, before valuation allowance | $ 100 | $ (400) | $ 1,400 | |
Common Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of stock in each units of shares | 9 | |||
Common Class L | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of stock in each units of shares | 1 | |||
Restricted Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity Incentive Plan, vesting period | 3 years | |||
Unrecognized compensation cost, weighted average recognition period | 9 months 18 days | |||
Number of shares, outstanding | 6,000 | 19,000 | ||
Weighted-average grant date fair value, outstanding | $ 45 | $ 45 | ||
Number of shares, vested | 13,000 | |||
Weighted-average grant date fair value, vested | $ 45 | |||
Restricted units, total unrecognized compensation cost (net of estimated forfeitures) | $ 200 | |||
Total fair value of Restricted units that vested | 100 | $ 100 | ||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost net of estimated forfeitures | $ 7,100 | |||
Unrecognized compensation cost, weighted average recognition period | 4 years | |||
Incremental share based compensation expense related to a modification of employee stock options | $ 200 | $ 300 | ||
China Phantom Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity Incentive Plan, vesting period | 5 years | |||
Number of shares, outstanding | 757,000 | 677,000 | ||
Pool equal to the percentage of cash and fair market value of securities | 10.00% | |||
Conditional rights to receive the value of the pool greater than amount | $ 12,000 | |||
Percentage of units vest on each of the first five anniversaries | 20.00% | |||
2010 Plan | Common Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity Incentive Plan, shares authorized for grant | 11,622,231 | |||
Equity Incentive Plan, available for the grant of future awards | 3,449,853 | |||
2010 Plan | Common Class L | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity Incentive Plan, shares authorized for grant | 1,291,359 | |||
Equity Incentive Plan, available for the grant of future awards | 383,317 | |||
Stock Option Plan 2010 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of unit, options grant | $ 8.50 | $ 8.50 | $ 45 | |
Options granted, term | 10 years | 10 years | 10 years | |
Equity Incentive Plan, vesting period | 5 years | 5 years | 5 years | |
Weighted-average fair value of options granted | $ 6.11 | $ 4.43 | $ 30.49 | |
Modification | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost net of estimated forfeitures | $ 700 | $ 500 | ||
Unrecognized compensation cost, weighted average recognition period | 3 years 8 months 12 days | 3 years 10 months 24 days |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) - $ / shares shares in Thousands | 12 Months Ended | ||
Jan. 30, 2016 | Jan. 31, 2015 | ||
Number of shares | |||
Outstanding at beginning of year | 809 | ||
Granted | 1,002 | ||
Forfeited | (944) | ||
Outstanding at end of year | 867 | 809 | |
Vested and expected to vest at end of year | [1] | 759 | |
Exercisable at end of year | 242 | ||
Weighted-average exercise price per share | |||
Outstanding at beginning of year | $ 28.61 | ||
Granted | 8.50 | ||
Forfeited | 24.85 | ||
Outstanding at end of year | 9.47 | $ 28.61 | |
Vested and expected to vest at end of year | [1] | 9.61 | |
Exercisable at end of year | $ 11.98 | ||
Weighted-average remaining contractual life (in years) | |||
Weighted-average remaining contractual life at end of year | 8 years 8 months 12 days | 9 years 7 months 6 days | |
Vested and expected to vest at end of year | [1] | 8 years 8 months 12 days | |
Exercisable at end of year | 8 years 2 months 12 days | ||
[1] | The expected to vest options are the result of applying the pre-vesting forfeiture rate assumptions to total unvested options outstanding. |
Fair Value of Each Stock Option
Fair Value of Each Stock Option Granted (Detail) | 12 Months Ended | ||
Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Share based Compensation Arrangement by Share based Payment Award, Fair Value Assumptions, Method Used [Line Items] | |||
Expected dividend rate | 0.00% | 0.00% | 0.00% |
Expected volatility | 81.40% | 80.90% | 75.20% |
Risk-free interest rate | 1.90% | 2.10% | 1.40% |
Expected lives (years) | 6 years 6 months | 6 years 6 months | 6 years 6 months |
Summary of Activity under Phant
Summary of Activity under Phantom Plan (Detail) - China Phantom Equity Incentive Plan shares in Thousands | 12 Months Ended |
Jan. 30, 2016shares | |
Number of shares | |
Beginning balance | 677 |
Granted | 179 |
Forfeited | (99) |
Ending balance | 757 |
Amount Pre Tax Loss Income Attr
Amount Pre Tax Loss Income Attributable to Foreign and Domestic Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Schedule Of Income Taxes [Line Items] | |||
Foreign | $ 5,482 | $ (21,813) | $ (4,372) |
United States | (8,534) | (632,118) | (203,435) |
(Loss) income before income taxes | $ (3,052) | $ (653,931) | $ (207,807) |
Provision for (Benefit from) In
Provision for (Benefit from) Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Current: | |||
Federal | $ (76) | $ (510) | $ 2,065 |
State | 2,502 | 2,360 | 2,214 |
Foreign | 4,196 | 2,796 | (2,882) |
Total current | 6,622 | 4,646 | 1,397 |
Deferred: | |||
Federal | (937) | (71,131) | (3,291) |
State | (24) | (8,072) | 1,821 |
Foreign | 51 | 737 | (1,383) |
Total deferred | (910) | (78,466) | (2,853) |
Total expense (benefit) | $ 5,712 | $ (73,820) | $ (1,456) |
Reconciliation of Statutory Fed
Reconciliation of Statutory Federal Income Tax Rate with Effective Income Tax Rate (Detail) | 12 Months Ended | ||
Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Schedule of Effective Tax Rate Reconciliation [Line Items] | |||
Statutory federal rate | 35.00% | 35.00% | 35.00% |
State income taxes, net of income tax (expense) benefit | (20.90%) | 0.80% | 1.10% |
Benefit from intraperiod allocation | 31.20% | ||
Increase in valuation allowances | (128.70%) | (3.80%) | (12.70%) |
Impact of foreign operations (net of foreign tax deductions/credit) | 19.60% | (0.10%) | (0.60%) |
Non-deductible goodwill impairment | (20.30%) | (23.60%) | |
Cancellation of non-qualified stock options | (31.10%) | (0.30%) | (0.30%) |
Reserves | 0.40% | ||
Federal credits | 13.60% | 0.10% | 0.90% |
Enhanced charitable contributions | 18.50% | 0.10% | 0.30% |
Tax reserves | (39.20%) | ||
Other | (1.60%) | 0.20% | |
Effective tax rate | (103.60%) | 11.70% | 0.50% |
Noncontrolling interest | (83.50%) | (0.40%) | 0.20% |
Total effective tax rate | (187.10%) | 11.30% | 0.70% |
Temporary Differences and Carry
Temporary Differences and Carryforwards Which Give Rise to Deferred Tax Assets And Liabilities (Detail) - USD ($) $ in Thousands | Jan. 30, 2016 | Jan. 31, 2015 |
Deferred tax assets: | ||
Inventory | $ 7,667 | $ 8,031 |
Deferred revenue | 2,820 | 2,858 |
State taxes | 4,550 | 4,160 |
Reserves | 11,154 | 7,152 |
Stock compensation | 4,210 | 4,159 |
Deferred rent | 9,454 | 9,594 |
Net operating loss carryforwards | 31,606 | 37,463 |
Charitable contribution carryovers | 5,875 | 5,299 |
Tax credits | 8,174 | 7,400 |
Sales-leaseback financing liability | 10,471 | |
Other | 3,391 | 7,387 |
Gross deferred tax assets | 99,372 | 93,503 |
Valuation allowance | (63,183) | (58,582) |
Total deferred tax assets | 36,189 | 34,921 |
Deferred tax liabilities: | ||
Prepaid expenses | (2,221) | (2,317) |
Fixed asset basis differences | (20,877) | (17,096) |
Intangibles | (131,205) | (131,325) |
Other | (3,275) | (5,449) |
Total deferred tax liabilities | (157,578) | (156,187) |
Net deferred tax liabilities | $ (121,389) | $ (121,266) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | |
Income Taxes [Line Items] | ||||
Valuation allowance | $ 63,183,000 | $ 58,582,000 | ||
Unrecognized tax benefits | 6,446,000 | 5,638,000 | $ 6,565,000 | $ 8,562,000 |
Unrecognized tax benefits, if recognized would affect effective tax rate | 4,100,000 | 3,500,000 | 3,600,000 | |
Unrecognized tax benefits, if recognized result in adjustments to other tax accounts, primarily deferred taxes | 2,300,000 | 2,100,000 | 3,000,000 | |
Interest on income tax contingencies | (229,000) | (33,000) | 102,000 | |
Penalties on income tax contingencies | 81,000 | 58,000 | 70,000 | |
Liability for interest on income taxes | 859,000 | 919,000 | 889,000 | |
Liability for penalties on income taxes | 487,000 | $ 568,000 | $ 626,000 | |
Unrecognized tax benefits decrease during next twelve months | $ 800,000 |
Net Operating Loss Carryforward
Net Operating Loss Carryforwards and Tax Credit Carryforwards, with Expiration Dates (Detail) $ in Millions | 12 Months Ended |
Jan. 30, 2016USD ($) | |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss | $ 65.5 |
Federal | Earliest Tax Year | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward, Expiration Dates | 2,030 |
Federal | Latest Tax Year | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward, Expiration Dates | 2,034 |
State and Local Jurisdiction | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss | $ 40.5 |
State and Local Jurisdiction | Earliest Tax Year | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward, Expiration Dates | 2,023 |
State and Local Jurisdiction | Latest Tax Year | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward, Expiration Dates | 2,034 |
Foreign Tax Authority | State Administration of Taxation, China | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss | $ 20.7 |
Foreign Tax Authority | State Administration of Taxation, China | Earliest Tax Year | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward, Expiration Dates | 2,016 |
Foreign Tax Authority | State Administration of Taxation, China | Latest Tax Year | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward, Expiration Dates | 2,020 |
Foreign Tax Authority | Australian Taxation Office | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss | $ 1.5 |
Tax Credits | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carry forwards | $ 7 |
Tax Credits | Earliest Tax Year | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carryforwards, expiration year | 2,017 |
Tax Credits | Latest Tax Year | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carryforwards, expiration year | 2,035 |
Other Tax Credits | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carry forwards | $ 2.3 |
Tax credit carryforwards, expiration description | Indefinite |
Reconciliation of Beginning and
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefit (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Balance at beginning of period | $ 5,638 | $ 6,565 | $ 8,562 |
Gross increases - tax positions in current period | 265 | 473 | 814 |
Gross increases - tax positions in prior period | 1,467 | 322 | 335 |
Gross decreases - tax positions in prior period | (16) | (1,217) | (2,187) |
Settlements | (350) | (31) | (178) |
Lapsed statutes of limitations | (410) | (241) | (353) |
Decreases based on currency translation adjustments | (148) | (233) | (428) |
Balance at end of period | $ 6,446 | $ 5,638 | $ 6,565 |
Amount Representing Estimated I
Amount Representing Estimated Inventory and Other Purchase Obligation (Detail) $ in Thousands | Jan. 30, 2016USD ($) | |
Schedule Of Commitments And Contingencies [Line Items] | ||
Less than 1 year | $ 208,400 | |
1-3 years | 35,239 | |
Payments due by period 3-5 years | 14,006 | |
After 5 years | 706 | |
Total | 258,351 | |
Inventory Purchase Obligation | ||
Schedule Of Commitments And Contingencies [Line Items] | ||
Less than 1 year | 182,439 | [1] |
Total | 182,439 | [1] |
Other Purchase Obligations | ||
Schedule Of Commitments And Contingencies [Line Items] | ||
Less than 1 year | 25,961 | [2] |
1-3 years | 35,239 | [2] |
Payments due by period 3-5 years | 14,006 | [2] |
After 5 years | 706 | [2] |
Total | $ 75,912 | [2] |
[1] | Inventory purchase obligations include outstanding purchase orders for merchandise inventories that are enforceable and legally binding on the Company and that specify all significant terms (including fixed or minimum quantities to be purchased), fixed, minimum or variable price provisions, and the approximate timing of the transaction. | |
[2] | Other purchase obligations include annual commitments of approximately $8.8 million through the second quarter of fiscal 2019 under the operating services agreement related to a third party fulfillment center (see Note 11). Also included in other purchase obligations are commitments for professional services, information technology and fixtures and equipment. |
Amount Representing Estimated95
Amount Representing Estimated Inventory and Other Purchase Obligation (Parenthetical) (Detail) - USD ($) $ in Thousands | Jan. 30, 2016 | Jan. 31, 2015 |
Schedule Of Commitments And Contingencies [Line Items] | ||
Capital leased asset | $ 4,102 | $ 4,102 |
Assets Held under Capital Leases | ||
Schedule Of Commitments And Contingencies [Line Items] | ||
Capital leased asset | $ 8,800 |
Components of Accumulated OCI,
Components of Accumulated OCI, net of Taxes (Detail) - USD ($) $ in Thousands | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Foreign currency translation | $ (9,236) | $ (7,043) | $ 623 | |
Accumulated changes in fair value of derivative financial instruments, net of tax benefit | (1,586) | (4,188) | (5,503) | |
Total accumulated other comprehensive loss | $ (10,822) | $ (11,231) | $ (4,880) | $ (5,914) |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income Balance by Component (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | $ (11,231) | $ (4,880) | $ (5,914) |
Other comprehensive (loss) income recognized before reclassifications | (2,834) | (8,400) | 376 |
Amounts reclassified from accumulated other comprehensive loss to earnings | 3,570 | 1,607 | 869 |
Tax expense | (951) | ||
Total other comprehensive (loss) income | (215) | (6,793) | 1,245 |
Other comprehensive loss (income) attributable to noncontrolling interest | 624 | 442 | (211) |
Ending balance | (10,822) | (11,231) | (4,880) |
Derivatives | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (4,188) | (5,503) | (6,722) |
Other comprehensive (loss) income recognized before reclassifications | (17) | (292) | 350 |
Amounts reclassified from accumulated other comprehensive loss to earnings | 3,570 | 1,607 | 869 |
Tax expense | (951) | ||
Total other comprehensive (loss) income | 2,602 | 1,315 | 1,219 |
Ending balance | (1,586) | (4,188) | (5,503) |
Foreign Currency | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (7,043) | 623 | 808 |
Other comprehensive (loss) income recognized before reclassifications | (2,817) | (8,108) | 26 |
Total other comprehensive (loss) income | (2,817) | (8,108) | 26 |
Other comprehensive loss (income) attributable to noncontrolling interest | 624 | 442 | (211) |
Ending balance | $ (9,236) | $ (7,043) | $ 623 |
Dividends - Additional Informat
Dividends - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Dividends Payable [Line Items] | |||
Dividend payment to Parent | $ 11 | $ 153 | $ 7,564 |
Capital contribution received by noncontrolling interest | 992 | 15,886 | |
Used by Indirect Parent to repurchase shares of its stock | |||
Dividends Payable [Line Items] | |||
Dividend payment to Parent | 200 | 900 | |
VIEs | |||
Dividends Payable [Line Items] | |||
Dividend payment to Parent | 6,700 | ||
Capital contribution received by noncontrolling interest | $ 1,000 | $ 15,900 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Oct. 23, 2010 | Apr. 30, 2014 | Apr. 30, 2012 | Dec. 31, 2011 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | Sep. 30, 2015 |
Bain Capital Partners Llc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management services, expiration date | Dec. 31, 2020 | |||||||
Management services, evergreen extensions period | 1 year | |||||||
Bain Capital Partners Llc | Financing, acquisition, disposition and change of control transactions, fee percentage | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management services, percentage of fee from subsequent transactions | 1.00% | |||||||
Bain Capital Partners Llc | Amended and Restated Service Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management services, aggregate annual management fee and reimbursement of out-of-pocket expenses | $ 3,000,000 | |||||||
Management services, reduction from annual management fee | $ 270,000 | |||||||
LogicSource | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payable to related parties | $ 100,000 | $ 300,000 | ||||||
Purchased services | 1,800,000 | 1,900,000 | $ 2,600,000 | |||||
Giraffe Holding, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Receivable from related parties | 200,000 | |||||||
Gymboree Investment Holding Gp Limited | VIEs | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payable to related parties | 1,100,000 | 1,100,000 | ||||||
Gymboree Hong Kong Limited | VIEs | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payable to related parties | 400,000 | 400,000 | ||||||
Bain Capital Partners Llc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management services, aggregate annual management fee and reimbursement of out-of-pocket expenses | 3,100,000 | 3,100,000 | 3,600,000 | |||||
Payable to related parties | 200,000 | 200,000 | ||||||
Bain Capital Partners Llc | VIEs | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management services, aggregate annual management fee and reimbursement of out-of-pocket expenses | 500,000 | $ 500,000 | $ 500,000 | |||||
Gymboree Tianjin | Gymboree Play Programs Incorporated | ||||||||
Related Party Transaction [Line Items] | ||||||||
Master Service Agreement term with Gymboree Tianjin | 10 years | |||||||
Gymboree China | ||||||||
Related Party Transaction [Line Items] | ||||||||
Franchise Agreement period | 10 years | |||||||
Lionbridge | VIEs | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related parties, non current | $ 1,700,000 | |||||||
Interest-bearing, rate | 10.00% | |||||||
Sales made to related parties | 200,000 | |||||||
Receivables from related parties | $ 200,000 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 12 Months Ended |
Jan. 30, 2016SegmentBrand | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | Segment | 4 |
Retail Stores | |
Segment Reporting Information [Line Items] | |
Number of operating segments | Brand | 4 |
Financial Data of Each Reportab
Financial Data of Each Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May. 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | May. 03, 2014 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | $ 392,376 | $ 305,441 | $ 273,465 | $ 276,069 | $ 375,608 | $ 316,819 | $ 264,303 | $ 272,010 | $ 1,247,351 | $ 1,228,740 | $ 1,244,569 |
Reportable segment, gross profit | 157,445 | 122,781 | 100,660 | 105,357 | 137,905 | 125,921 | 96,364 | 108,358 | 486,243 | 468,548 | 476,014 |
VIEs | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | 40,693 | 26,354 | 20,685 | ||||||||
Retail Stores | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | 376,230 | 289,653 | 256,991 | 261,732 | 361,711 | 304,265 | 253,376 | 259,124 | 1,184,606 | 1,178,476 | 1,197,176 |
Retail Stores | VIEs | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | 7,413 | 5,850 | 5,678 | ||||||||
Gymboree Play & Music | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | 10,976 | 9,921 | 11,667 | 8,648 | 9,013 | 7,744 | 7,319 | 6,832 | 41,212 | 30,908 | 25,685 |
International Retail Franchise | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | $ 5,170 | $ 5,867 | $ 4,807 | $ 5,689 | $ 4,884 | $ 4,810 | $ 3,608 | $ 6,054 | 21,533 | 19,356 | 21,708 |
Operating Segments | VIEs | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | 40,693 | 26,354 | 20,685 | ||||||||
Reportable segment, gross profit | 29,510 | 18,711 | 14,168 | ||||||||
Operating Segments | Retail Stores | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | 1,177,193 | 1,172,626 | 1,191,498 | ||||||||
Reportable segment, gross profit | 439,325 | 432,286 | 443,960 | ||||||||
Operating Segments | Gymboree Play & Music | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | 17,119 | 17,143 | 15,066 | ||||||||
Reportable segment, gross profit | 12,028 | 12,476 | 10,684 | ||||||||
Operating Segments | International Retail Franchise | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | 22,198 | 19,907 | 22,252 | ||||||||
Reportable segment, gross profit | 12,248 | 11,158 | 11,577 | ||||||||
Intersegment elimination | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | (9,852) | (7,290) | (4,932) | ||||||||
Reportable segment, gross profit | (6,868) | (6,083) | (4,375) | ||||||||
Intersegment elimination | Gymboree Play & Music | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | (9,187) | (6,739) | (4,388) | ||||||||
Intersegment elimination | International Retail Franchise | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | $ (665) | $ (551) | $ (544) |
Net Retail Sales of Retail Stor
Net Retail Sales of Retail Stores Segment and VIE (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May. 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | May. 03, 2014 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | ||
Segment Reporting Information [Line Items] | ||||||||||||
Reportable segment, sales | $ 392,376 | $ 305,441 | $ 273,465 | $ 276,069 | $ 375,608 | $ 316,819 | $ 264,303 | $ 272,010 | $ 1,247,351 | $ 1,228,740 | $ 1,244,569 | |
Balance Before Consolidation of VIEs | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Reportable segment, sales | 1,216,510 | 1,209,676 | 1,228,816 | |||||||||
VIEs | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Reportable segment, sales | 40,693 | 26,354 | 20,685 | |||||||||
Retail Stores | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Reportable segment, sales | $ 376,230 | $ 289,653 | $ 256,991 | $ 261,732 | $ 361,711 | $ 304,265 | $ 253,376 | $ 259,124 | 1,184,606 | 1,178,476 | 1,197,176 | |
Retail Stores | Balance Before Consolidation of VIEs | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Reportable segment, sales | 1,177,193 | 1,172,626 | 1,191,498 | |||||||||
Retail Stores | Balance Before Consolidation of VIEs | Gymboree Retail and Gymboree Outlet | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Reportable segment, sales | [1] | 752,627 | 764,145 | 803,920 | ||||||||
Retail Stores | Balance Before Consolidation of VIEs | Janie And Jack Shops | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Reportable segment, sales | 145,695 | 133,246 | 118,978 | |||||||||
Retail Stores | Balance Before Consolidation of VIEs | Crazy 8 Stores | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Reportable segment, sales | 278,871 | 275,235 | 268,600 | |||||||||
Retail Stores | VIEs | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Reportable segment, sales | $ 7,413 | $ 5,850 | $ 5,678 | |||||||||
[1] | This includes the net retail sales for Gymboree Retail and Gymboree Outlet operating segments. |
Intersegment Revenues for Each
Intersegment Revenues for Each Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May. 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | May. 03, 2014 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | $ 392,376 | $ 305,441 | $ 273,465 | $ 276,069 | $ 375,608 | $ 316,819 | $ 264,303 | $ 272,010 | $ 1,247,351 | $ 1,228,740 | $ 1,244,569 |
Gymboree Play & Music | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | 10,976 | 9,921 | 11,667 | 8,648 | 9,013 | 7,744 | 7,319 | 6,832 | 41,212 | 30,908 | 25,685 |
International Retail Franchise | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | $ 5,170 | $ 5,867 | $ 4,807 | $ 5,689 | $ 4,884 | $ 4,810 | $ 3,608 | $ 6,054 | 21,533 | 19,356 | 21,708 |
Intersegment elimination | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | (9,852) | (7,290) | (4,932) | ||||||||
Intersegment elimination | Gymboree Play & Music | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | (9,187) | (6,739) | (4,388) | ||||||||
Intersegment elimination | International Retail Franchise | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Reportable segment, sales | $ (665) | $ (551) | $ (544) |
Total Assets of Each Reportable
Total Assets of Each Reportable Segment (Detail) - USD ($) $ in Thousands | Jan. 30, 2016 | Jan. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Reportable segment, Total assets | $ 1,156,744 | $ 1,187,943 |
VIEs | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, Total assets | 25,795 | 21,449 |
Operating Segments | VIEs | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, Total assets | 25,795 | 21,449 |
Operating Segments | Retail Stores | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, Total assets | 1,043,890 | 1,078,973 |
Operating Segments | Gymboree Play & Music | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, Total assets | 59,701 | 60,190 |
Operating Segments | International Retail Franchise | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, Total assets | 28,791 | 28,886 |
Intersegment elimination | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, Total assets | $ (1,433) | $ (1,555) |
Net Sales and Property and Equi
Net Sales and Property and Equipment, Net of Each Geographical Areas (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May. 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | May. 03, 2014 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Geographic Reporting Disclosure [Line Items] | |||||||||||
Net sales | $ 392,376 | $ 305,441 | $ 273,465 | $ 276,069 | $ 375,608 | $ 316,819 | $ 264,303 | $ 272,010 | $ 1,247,351 | $ 1,228,740 | $ 1,244,569 |
Property and equipment, net | 158,478 | 182,431 | 158,478 | 182,431 | |||||||
UNITED STATES | |||||||||||
Geographic Reporting Disclosure [Line Items] | |||||||||||
Net sales | 1,159,331 | 1,153,428 | 1,172,490 | ||||||||
Property and equipment, net | 150,037 | 172,378 | 150,037 | 172,378 | |||||||
International geographical segment | |||||||||||
Geographic Reporting Disclosure [Line Items] | |||||||||||
Net sales | 88,020 | 75,312 | $ 72,079 | ||||||||
Property and equipment, net | $ 8,441 | $ 10,053 | $ 8,441 | $ 10,053 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Detail) - VIEs | 12 Months Ended |
Jan. 30, 2016 | |
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 | 12 Months Ended | |||||||||
Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May. 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | May. 03, 2014 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Variable Interest Entity [Line Items] | |||||||||||
Net sales | $ 392,376 | $ 305,441 | $ 273,465 | $ 276,069 | $ 375,608 | $ 316,819 | $ 264,303 | $ 272,010 | $ 1,247,351 | $ 1,228,740 | $ 1,244,569 |
Cost of goods sold | (761,108) | (760,192) | (768,555) | ||||||||
Selling, general and administrative expenses | (444,249) | (1,039,752) | (601,112) | ||||||||
Operating income (loss) | 29,838 | 14,215 | (2,706) | 647 | 12,658 | (579,154) | (10,776) | 6,068 | 41,994 | (571,204) | (125,098) |
Other non-operating (expense) income | (45,046) | (82,727) | (82,709) | ||||||||
(Loss) income before income taxes | (3,052) | (653,931) | (207,807) | ||||||||
Income tax benefit (expense) | (5,712) | 73,820 | 1,456 | ||||||||
Net (loss) income | 48,762 | (9,652) | (25,394) | (22,480) | (9,861) | (522,394) | (32,853) | (15,003) | (8,764) | (580,111) | (206,351) |
Net (income) loss attributable to noncontrolling interest | (1,412) | 6,006 | 3,324 | ||||||||
Net loss attributable to The Gymboree Corporation | $ 49,439 | $ (10,028) | $ (26,562) | $ (23,025) | $ (7,446) | $ (522,075) | $ (31,153) | $ (13,431) | (10,176) | (574,105) | (203,027) |
Balance Before Consolidation of VIEs | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Net sales | 1,216,510 | 1,209,676 | 1,228,816 | ||||||||
Cost of goods sold | (752,909) | (753,756) | (762,595) | ||||||||
Selling, general and administrative expenses | (425,933) | (1,022,894) | (587,524) | ||||||||
Operating income (loss) | 37,668 | (566,974) | (121,303) | ||||||||
Other non-operating (expense) income | (44,706) | (82,746) | (82,954) | ||||||||
(Loss) income before income taxes | (7,038) | (649,720) | (204,257) | ||||||||
Income tax benefit (expense) | (3,073) | 75,654 | 1,138 | ||||||||
Net (loss) income | (10,111) | (574,066) | (203,119) | ||||||||
Net loss attributable to The Gymboree Corporation | (10,111) | (574,066) | (203,119) | ||||||||
VIEs | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Net sales | 40,693 | 26,354 | 20,685 | ||||||||
Cost of goods sold | (11,183) | (7,643) | (6,517) | ||||||||
Selling, general and administrative expenses | (25,119) | (22,902) | (18,056) | ||||||||
Operating income (loss) | 4,391 | (4,191) | (3,888) | ||||||||
Other non-operating (expense) income | (340) | 19 | 247 | ||||||||
(Loss) income before income taxes | 4,051 | (4,172) | (3,641) | ||||||||
Income tax benefit (expense) | (2,639) | (1,834) | 317 | ||||||||
Net (loss) income | 1,412 | (6,006) | (3,324) | ||||||||
Net (income) loss attributable to noncontrolling interest | (1,412) | 6,006 | 3,324 | ||||||||
VIE Eliminations | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Net sales | (9,852) | (7,290) | (4,932) | ||||||||
Cost of goods sold | 2,984 | 1,207 | 557 | ||||||||
Selling, general and administrative expenses | 6,803 | 6,044 | 4,468 | ||||||||
Operating income (loss) | (65) | (39) | 93 | ||||||||
Other non-operating (expense) income | (2) | ||||||||||
(Loss) income before income taxes | (65) | (39) | 91 | ||||||||
Income tax benefit (expense) | 1 | ||||||||||
Net (loss) income | (65) | (39) | 92 | ||||||||
Net loss attributable to The Gymboree Corporation | $ (65) | $ (39) | $ 92 |
Impact of VIES on Condensed 108
Impact of VIES on Condensed Consolidated Balance sheets (Detail) - USD ($) $ in Thousands | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | $ 18,164 | $ 18,520 | $ 39,429 | $ 33,328 |
Other current assets | 242,291 | 239,829 | ||
Total current assets | 260,455 | 258,349 | ||
Non-current assets | 896,289 | 929,594 | ||
Total assets | 1,156,744 | 1,187,943 | ||
Current liabilities | 231,052 | 215,389 | ||
Non-current liabilities | 1,263,580 | 1,304,819 | ||
Total liabilities | 1,494,632 | 1,520,208 | ||
Total stockholders' deficit | (348,602) | (342,191) | ||
Noncontrolling interest | 10,714 | 9,926 | ||
Total liabilities and stockholders' deficit | 1,156,744 | 1,187,943 | ||
Balance Before Consolidation of VIEs | ||||
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | 8,541 | 8,559 | ||
Other current assets | 232,502 | 235,123 | ||
Total current assets | 241,043 | 243,682 | ||
Non-current assets | 891,339 | 924,367 | ||
Total assets | 1,132,382 | 1,168,049 | ||
Current liabilities | 217,596 | 205,674 | ||
Non-current liabilities | 1,263,117 | 1,304,384 | ||
Total liabilities | 1,480,713 | 1,510,058 | ||
Total stockholders' deficit | (348,331) | (342,009) | ||
Total liabilities and stockholders' deficit | 1,132,382 | 1,168,049 | ||
VIEs | ||||
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | 9,623 | 9,961 | ||
Other current assets | 11,222 | 6,261 | ||
Total current assets | 20,845 | 16,222 | ||
Non-current assets | 4,950 | 5,227 | ||
Total assets | 25,795 | 21,449 | ||
Current liabilities | 14,618 | 11,088 | ||
Non-current liabilities | 463 | 435 | ||
Total liabilities | 15,081 | 11,523 | ||
Noncontrolling interest | 10,714 | 9,926 | ||
Total liabilities and stockholders' deficit | 25,795 | 21,449 | ||
VIE Eliminations | ||||
Variable Interest Entity [Line Items] | ||||
Other current assets | (1,433) | (1,555) | ||
Total current assets | (1,433) | (1,555) | ||
Total assets | (1,433) | (1,555) | ||
Current liabilities | (1,162) | (1,373) | ||
Total liabilities | (1,162) | (1,373) | ||
Total stockholders' deficit | (271) | (182) | ||
Total liabilities and stockholders' deficit | $ (1,433) | $ (1,555) |
Condensed Guarantor Data - Addi
Condensed Guarantor Data - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Condensed Financial Statements, Captions [Line Items] | |||
Domestic subsidiaries, ownership percentage | 100.00% | ||
Non-Guarantor Subsidiaries | |||
Condensed Financial Statements, Captions [Line Items] | |||
Dividend and capital distribution to the Gymboree Corporation | $ 7,400 | $ 1,800 | |
Issuance of common stock in non-cash investing and financing activity | 18,500 | ||
Repurchase of shares | 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 | ||
Guarantor Subsidiaries | |||
Condensed Financial Statements, Captions [Line Items] | |||
Dividend to The Gymboree Corporation | 3,200 | $ 3,000 | $ 2,500 |
Capital distribution to the Gymboree Corporation | $ 25,900 |
Condensed Consolidating Stateme
Condensed Consolidating Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May. 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | May. 03, 2014 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Net sales: | |||||||||||
Net sales | $ 392,376 | $ 305,441 | $ 273,465 | $ 276,069 | $ 375,608 | $ 316,819 | $ 264,303 | $ 272,010 | $ 1,247,351 | $ 1,228,740 | $ 1,244,569 |
Cost of goods sold, including buying and occupancy expenses | (761,108) | (760,192) | (768,555) | ||||||||
Gross profit | 157,445 | 122,781 | 100,660 | 105,357 | 137,905 | 125,921 | 96,364 | 108,358 | 486,243 | 468,548 | 476,014 |
Selling, general and administrative expenses | (444,249) | (448,356) | (443,923) | ||||||||
Goodwill and intangible asset impairment | (591,396) | (591,396) | (157,189) | ||||||||
Operating (loss) income | 29,838 | 14,215 | (2,706) | 647 | 12,658 | (579,154) | (10,776) | 6,068 | 41,994 | (571,204) | (125,098) |
Interest income | 114 | 245 | 186 | ||||||||
Interest expense | (85,990) | (82,378) | (81,558) | ||||||||
Gain on extinguishment of debt | 41,500 | 41,522 | (834) | ||||||||
Other (expense) income, net | (692) | (594) | (503) | ||||||||
(Loss) income before income taxes | (3,052) | (653,931) | (207,807) | ||||||||
Income tax benefit (expense) | (5,712) | 73,820 | 1,456 | ||||||||
Net (loss) income | 48,762 | (9,652) | (25,394) | (22,480) | (9,861) | (522,394) | (32,853) | (15,003) | (8,764) | (580,111) | (206,351) |
Net income (loss) attributable to noncontrolling interest | (1,412) | 6,006 | 3,324 | ||||||||
Net (loss) income attributable to The Gymboree Corporation | 49,439 | (10,028) | (26,562) | (23,025) | (7,446) | (522,075) | (31,153) | (13,431) | (10,176) | (574,105) | (203,027) |
Retail Stores | |||||||||||
Net sales: | |||||||||||
Net sales | 376,230 | 289,653 | 256,991 | 261,732 | 361,711 | 304,265 | 253,376 | 259,124 | 1,184,606 | 1,178,476 | 1,197,176 |
Gymboree Play & Music | |||||||||||
Net sales: | |||||||||||
Net sales | 10,976 | 9,921 | 11,667 | 8,648 | 9,013 | 7,744 | 7,319 | 6,832 | 41,212 | 30,908 | 25,685 |
International Retail Franchise | |||||||||||
Net sales: | |||||||||||
Net sales | $ 5,170 | $ 5,867 | $ 4,807 | $ 5,689 | $ 4,884 | $ 4,810 | $ 3,608 | $ 6,054 | 21,533 | 19,356 | 21,708 |
Eliminations | |||||||||||
Net sales: | |||||||||||
Net sales | (133,326) | (98,845) | (98,976) | ||||||||
Cost of goods sold, including buying and occupancy expenses | 31,295 | 28,250 | 28,166 | ||||||||
Gross profit | (102,031) | (70,595) | (70,810) | ||||||||
Selling, general and administrative expenses | 101,929 | 70,608 | 70,806 | ||||||||
Operating (loss) income | (102) | 13 | (4) | ||||||||
Interest income | (45) | (1) | |||||||||
Interest expense | 45 | 1 | |||||||||
Other (expense) income, net | 2 | ||||||||||
(Loss) income before income taxes | (102) | 13 | (2) | ||||||||
Equity in earnings of affiliates, net of tax | (41,003) | 465,052 | 99,223 | ||||||||
Net (loss) income | (41,105) | 465,065 | 99,221 | ||||||||
Net (loss) income attributable to The Gymboree Corporation | (41,105) | 465,065 | 99,221 | ||||||||
Eliminations | Retail Stores | |||||||||||
Net sales: | |||||||||||
Net sales | (28,419) | (27,076) | (30,014) | ||||||||
Eliminations | Intercompany revenue | |||||||||||
Net sales: | |||||||||||
Net sales | (104,907) | (71,769) | (68,962) | ||||||||
The Gymboree Corporation | |||||||||||
Net sales: | |||||||||||
Net sales | 68,548 | 26,473 | 32,400 | ||||||||
Cost of goods sold, including buying and occupancy expenses | (8,867) | (6,330) | (5,824) | ||||||||
Gross profit | 59,681 | 20,143 | 26,576 | ||||||||
Selling, general and administrative expenses | (92,311) | (66,773) | (66,445) | ||||||||
Operating (loss) income | (32,630) | (46,630) | (39,869) | ||||||||
Interest income | 6 | 63 | |||||||||
Interest expense | (84,464) | (81,886) | (81,405) | ||||||||
Gain on extinguishment of debt | 41,522 | (834) | |||||||||
Other (expense) income, net | (428) | (739) | (105) | ||||||||
(Loss) income before income taxes | (75,994) | (129,255) | (122,150) | ||||||||
Income tax benefit (expense) | 24,815 | 20,202 | 18,346 | ||||||||
Equity in earnings of affiliates, net of tax | 41,003 | (465,052) | (99,223) | ||||||||
Net (loss) income | (10,176) | (574,105) | (203,027) | ||||||||
Net (loss) income attributable to The Gymboree Corporation | (10,176) | (574,105) | (203,027) | ||||||||
The Gymboree Corporation | Retail Stores | |||||||||||
Net sales: | |||||||||||
Net sales | 3,479 | 1,882 | 1,885 | ||||||||
The Gymboree Corporation | Intercompany revenue | |||||||||||
Net sales: | |||||||||||
Net sales | 65,069 | 24,591 | 30,515 | ||||||||
Guarantor Subsidiaries | |||||||||||
Net sales: | |||||||||||
Net sales | 1,218,259 | 1,219,427 | 1,230,159 | ||||||||
Cost of goods sold, including buying and occupancy expenses | (735,890) | (737,274) | (745,339) | ||||||||
Gross profit | 482,369 | 482,153 | 484,820 | ||||||||
Selling, general and administrative expenses | (413,514) | (412,459) | (411,476) | ||||||||
Goodwill and intangible asset impairment | (572,422) | (154,322) | |||||||||
Operating (loss) income | 68,855 | (502,728) | (80,978) | ||||||||
Interest income | 9 | 60 | 35 | ||||||||
Interest expense | (1,526) | (492) | (153) | ||||||||
Other (expense) income, net | 159 | 245 | (4) | ||||||||
(Loss) income before income taxes | 67,497 | (502,915) | (81,100) | ||||||||
Income tax benefit (expense) | (27,104) | 56,650 | (19,898) | ||||||||
Net (loss) income | 40,393 | (446,265) | (100,998) | ||||||||
Net (loss) income attributable to The Gymboree Corporation | 40,393 | (446,265) | (100,998) | ||||||||
Guarantor Subsidiaries | Retail Stores | |||||||||||
Net sales: | |||||||||||
Net sales | 1,152,123 | 1,146,744 | 1,162,412 | ||||||||
Guarantor Subsidiaries | Gymboree Play & Music | |||||||||||
Net sales: | |||||||||||
Net sales | 7,928 | 10,402 | 10,677 | ||||||||
Guarantor Subsidiaries | International Retail Franchise | |||||||||||
Net sales: | |||||||||||
Net sales | 21,533 | 19,356 | 21,708 | ||||||||
Guarantor Subsidiaries | Intercompany revenue | |||||||||||
Net sales: | |||||||||||
Net sales | 36,675 | 42,925 | 35,362 | ||||||||
Non-Guarantor Subsidiaries | |||||||||||
Net sales: | |||||||||||
Net sales | 93,870 | 81,685 | 80,986 | ||||||||
Cost of goods sold, including buying and occupancy expenses | (47,646) | (44,838) | (45,558) | ||||||||
Gross profit | 46,224 | 36,847 | 35,428 | ||||||||
Selling, general and administrative expenses | (40,353) | (39,732) | (36,808) | ||||||||
Goodwill and intangible asset impairment | (18,974) | (2,867) | |||||||||
Operating (loss) income | 5,871 | (21,859) | (4,247) | ||||||||
Interest income | 99 | 230 | 89 | ||||||||
Interest expense | (45) | (1) | |||||||||
Other (expense) income, net | (423) | (100) | (396) | ||||||||
(Loss) income before income taxes | 5,547 | (21,774) | (4,555) | ||||||||
Income tax benefit (expense) | (3,423) | (3,032) | 3,008 | ||||||||
Net (loss) income | 2,124 | (24,806) | (1,547) | ||||||||
Net income (loss) attributable to noncontrolling interest | (1,412) | 6,006 | 3,324 | ||||||||
Net (loss) income attributable to The Gymboree Corporation | 712 | (18,800) | 1,777 | ||||||||
Non-Guarantor Subsidiaries | Retail Stores | |||||||||||
Net sales: | |||||||||||
Net sales | 57,423 | 56,926 | 62,893 | ||||||||
Non-Guarantor Subsidiaries | Gymboree Play & Music | |||||||||||
Net sales: | |||||||||||
Net sales | 33,284 | 20,506 | 15,008 | ||||||||
Non-Guarantor Subsidiaries | Intercompany revenue | |||||||||||
Net sales: | |||||||||||
Net sales | $ 3,163 | $ 4,253 | $ 3,085 |
Condensed Consolidating Stat111
Condensed Consolidating Statements of Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May. 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | May. 03, 2014 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net (loss) income | $ 48,762 | $ (9,652) | $ (25,394) | $ (22,480) | $ (9,861) | $ (522,394) | $ (32,853) | $ (15,003) | $ (8,764) | $ (580,111) | $ (206,351) |
Other comprehensive income (loss), net of tax: | |||||||||||
Foreign currency translation adjustments | (2,817) | (8,108) | 26 | ||||||||
Unrealized net gain (loss) on cash flow hedges, net of tax | 2,602 | 1,315 | 1,219 | ||||||||
Total other comprehensive income (loss), net of tax | (215) | (6,793) | 1,245 | ||||||||
Comprehensive (loss) income | (8,979) | (586,904) | (205,106) | ||||||||
Comprehensive (income) loss attributable to noncontrolling interest | (788) | 6,448 | 3,113 | ||||||||
Comprehensive (loss) income attributable to The Gymboree Corporation | (9,767) | (580,456) | (201,993) | ||||||||
Eliminations | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net (loss) income | (41,105) | 465,065 | 99,221 | ||||||||
Other comprehensive income (loss), net of tax: | |||||||||||
Foreign currency translation adjustments | 2,210 | 7,591 | 128 | ||||||||
Unrealized net gain (loss) on cash flow hedges, net of tax | 289 | 164 | (449) | ||||||||
Total other comprehensive income (loss), net of tax | 2,499 | 7,755 | (321) | ||||||||
Comprehensive (loss) income | (38,606) | 472,820 | 98,900 | ||||||||
Comprehensive (loss) income attributable to The Gymboree Corporation | (38,606) | 472,820 | 98,900 | ||||||||
The Gymboree Corporation | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net (loss) income | (10,176) | (574,105) | (203,027) | ||||||||
Other comprehensive income (loss), net of tax: | |||||||||||
Foreign currency translation adjustments | (2,193) | (7,666) | (185) | ||||||||
Unrealized net gain (loss) on cash flow hedges, net of tax | 2,602 | 1,315 | 1,219 | ||||||||
Total other comprehensive income (loss), net of tax | 409 | (6,351) | 1,034 | ||||||||
Comprehensive (loss) income | (9,767) | (580,456) | (201,993) | ||||||||
Comprehensive (loss) income attributable to The Gymboree Corporation | (9,767) | (580,456) | (201,993) | ||||||||
Guarantor Subsidiaries | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net (loss) income | 40,393 | (446,265) | (100,998) | ||||||||
Other comprehensive income (loss), net of tax: | |||||||||||
Comprehensive (loss) income | 40,393 | (446,265) | (100,998) | ||||||||
Comprehensive (loss) income attributable to The Gymboree Corporation | 40,393 | (446,265) | (100,998) | ||||||||
Non-Guarantor Subsidiaries | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net (loss) income | 2,124 | (24,806) | (1,547) | ||||||||
Other comprehensive income (loss), net of tax: | |||||||||||
Foreign currency translation adjustments | (2,834) | (8,033) | 83 | ||||||||
Unrealized net gain (loss) on cash flow hedges, net of tax | (289) | (164) | 449 | ||||||||
Total other comprehensive income (loss), net of tax | (3,123) | (8,197) | 532 | ||||||||
Comprehensive (loss) income | (999) | (33,003) | (1,015) | ||||||||
Comprehensive (income) loss attributable to noncontrolling interest | (788) | 6,448 | 3,113 | ||||||||
Comprehensive (loss) income attributable to The Gymboree Corporation | $ (1,787) | $ (26,555) | $ 2,098 |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheets (Detail) - USD ($) $ in Thousands | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Current assets: | ||||
Cash and cash equivalents | $ 18,164 | $ 18,520 | $ 39,429 | $ 33,328 |
Accounts receivable, net of allowance | 26,696 | 25,248 | ||
Merchandise inventories | 206,642 | 198,337 | ||
Prepaid income taxes | 2,196 | 2,599 | ||
Prepaid expenses | 6,757 | 6,821 | ||
Deferred income taxes | 6,824 | |||
Total current assets | 260,455 | 258,349 | ||
Property and equipment, net | 158,478 | 182,431 | ||
Goodwill | 372,737 | 373,834 | 758,777 | |
Other intangible assets, net | 341,011 | 343,552 | ||
Deferred financing costs | 19,019 | 25,622 | ||
Other assets | 5,044 | 4,155 | ||
Total assets | 1,156,744 | 1,187,943 | ||
Current liabilities: | ||||
Accounts payable | 109,193 | 87,032 | ||
Accrued liabilities | 102,254 | 94,805 | ||
Line of credit borrowings | 19,000 | 33,000 | ||
Current obligation under capital lease | 605 | 552 | ||
Total current liabilities | 231,052 | 215,389 | ||
Long-term liabilities: | ||||
Long-term debt | 1,055,945 | 1,114,048 | ||
Long-term sale-leaseback financing liability | 26,407 | |||
Long-term obligation under capital lease | 2,245 | 2,850 | ||
Lease incentives and other liabilities | 54,739 | 58,725 | ||
Deferred income taxes | 124,244 | 129,196 | ||
Total liabilities | 1,494,632 | 1,520,208 | ||
Total stockholders' (deficit) equity | (348,602) | (342,191) | ||
Noncontrolling interest | 10,714 | 9,926 | ||
Total liabilities and stockholders' (deficit) equity | 1,156,744 | 1,187,943 | ||
Eliminations | ||||
Current assets: | ||||
Merchandise inventories | (600) | (516) | ||
Deferred income taxes | (9,555) | |||
Intercompany receivable | (675,312) | (613,184) | ||
Total current assets | (675,912) | (623,255) | ||
Other assets | (411) | (9,332) | ||
Investment in subsidiaries | (1,410,631) | (1,408,447) | ||
Total assets | (2,086,954) | (2,041,034) | ||
Current liabilities: | ||||
Accrued liabilities | 74 | |||
Deferred income taxes | (9,629) | |||
Intercompany payable | (675,912) | (613,700) | ||
Total current liabilities | (675,912) | (623,255) | ||
Long-term liabilities: | ||||
Deferred income taxes | (411) | (9,332) | ||
Total liabilities | (676,323) | (632,587) | ||
Total stockholders' (deficit) equity | (1,410,631) | (1,408,447) | ||
Total liabilities and stockholders' (deficit) equity | (2,086,954) | (2,041,034) | ||
The Gymboree Corporation | ||||
Current assets: | ||||
Cash and cash equivalents | 982 | 1,689 | 15,479 | 18,431 |
Accounts receivable, net of allowance | 1,073 | 938 | ||
Prepaid income taxes | 1,511 | 1,860 | ||
Prepaid expenses | 3,359 | 3,388 | ||
Intercompany receivable | 3,470 | |||
Total current assets | 6,925 | 11,345 | ||
Property and equipment, net | 13,518 | 12,306 | ||
Deferred financing costs | 18,338 | 25,622 | ||
Other assets | 7,798 | |||
Investment in subsidiaries | 1,410,631 | 1,408,447 | ||
Total assets | 1,449,412 | 1,465,518 | ||
Current liabilities: | ||||
Accounts payable | 10,065 | 9,798 | ||
Accrued liabilities | 27,941 | 26,943 | ||
Deferred income taxes | 9,504 | |||
Line of credit borrowings | 19,000 | 33,000 | ||
Intercompany payable | 668,968 | 609,510 | ||
Total current liabilities | 725,974 | 688,755 | ||
Long-term liabilities: | ||||
Long-term debt | 1,055,945 | 1,114,048 | ||
Lease incentives and other liabilities | 4,455 | 4,906 | ||
Deferred income taxes | 11,640 | |||
Total liabilities | 1,798,014 | 1,807,709 | ||
Total stockholders' (deficit) equity | (348,602) | (342,191) | ||
Total liabilities and stockholders' (deficit) equity | 1,449,412 | 1,465,518 | ||
Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 3,001 | 3,202 | 4,659 | 3,128 |
Accounts receivable, net of allowance | 21,149 | 18,339 | ||
Merchandise inventories | 197,655 | 192,142 | ||
Prepaid income taxes | 516 | 306 | ||
Prepaid expenses | 2,800 | 2,833 | ||
Deferred income taxes | 15,586 | |||
Intercompany receivable | 673,936 | 608,994 | ||
Total current assets | 899,057 | 841,402 | ||
Property and equipment, net | 136,020 | 159,699 | ||
Goodwill | 363,207 | 362,021 | ||
Other intangible assets, net | 340,968 | 343,312 | ||
Deferred financing costs | 681 | |||
Other assets | 1,348 | 1,669 | ||
Total assets | 1,741,281 | 1,708,103 | ||
Current liabilities: | ||||
Accounts payable | 97,665 | 76,557 | ||
Accrued liabilities | 60,863 | 57,757 | ||
Current obligation under capital lease | 605 | 552 | ||
Intercompany payable | 720 | |||
Total current liabilities | 159,133 | 135,586 | ||
Long-term liabilities: | ||||
Long-term sale-leaseback financing liability | 26,407 | |||
Long-term obligation under capital lease | 2,245 | 2,850 | ||
Lease incentives and other liabilities | 46,117 | 49,306 | ||
Deferred income taxes | 113,015 | 138,511 | ||
Total liabilities | 346,917 | 326,253 | ||
Total stockholders' (deficit) equity | 1,394,364 | 1,381,850 | ||
Total liabilities and stockholders' (deficit) equity | 1,741,281 | 1,708,103 | ||
Non-Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 14,181 | 13,629 | $ 19,291 | $ 11,769 |
Accounts receivable, net of allowance | 4,474 | 5,971 | ||
Merchandise inventories | 9,587 | 6,711 | ||
Prepaid income taxes | 169 | 433 | ||
Prepaid expenses | 598 | 600 | ||
Deferred income taxes | 793 | |||
Intercompany receivable | 1,376 | 720 | ||
Total current assets | 30,385 | 28,857 | ||
Property and equipment, net | 8,940 | 10,426 | ||
Goodwill | 9,530 | 11,813 | ||
Other intangible assets, net | 43 | 240 | ||
Other assets | 4,107 | 4,020 | ||
Total assets | 53,005 | 55,356 | ||
Current liabilities: | ||||
Accounts payable | 1,463 | 677 | ||
Accrued liabilities | 13,450 | 10,031 | ||
Deferred income taxes | 125 | |||
Intercompany payable | 6,944 | 3,470 | ||
Total current liabilities | 21,857 | 14,303 | ||
Long-term liabilities: | ||||
Lease incentives and other liabilities | 4,167 | 4,513 | ||
Deferred income taxes | 17 | |||
Total liabilities | 26,024 | 18,833 | ||
Total stockholders' (deficit) equity | 16,267 | 26,597 | ||
Noncontrolling interest | 10,714 | 9,926 | ||
Total liabilities and stockholders' (deficit) equity | $ 53,005 | $ 55,356 |
Condensed Consolidating Stat113
Condensed Consolidating Statements of Cash Flows (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jan. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net cash (used in) provided by operating activities | $ 29,140 | $ (21,758) | $ 74,871 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Capital expenditures | (21,413) | (31,992) | (52,632) | |
Increase in restricted cash | (10,863) | |||
Decrease in restricted cash | 10,863 | |||
Increase in related party loan receivable | (1,741) | |||
Proceeds from sale of assets | 353 | |||
Other | 201 | 50 | (494) | |
Net cash provided by (used in) investing activities | (22,600) | (31,942) | (53,126) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from ABL facility | 470,000 | 447,000 | 123,000 | |
Payments on ABL facility | (484,000) | (414,000) | (123,000) | |
Repurchase of notes | $ (15,300) | (15,325) | (24,760) | |
Proceeds from sale-leaseback financing liability | 26,750 | |||
Payments on capital lease and sale-leaseback financing liability | (686) | (503) | (196) | |
Payments for deferred financing costs | (2,574) | |||
Dividend payment to parent | (11) | (153) | (7,564) | |
Capital contribution received by noncontrolling interest | 992 | 15,886 | ||
Net cash provided by (used in) financing activities | (5,846) | 33,336 | (16,634) | |
Effect of exchange rate fluctuations on cash and cash equivalents | (1,050) | (545) | 990 | |
Net (decrease) increase in cash and cash equivalents | (356) | (20,909) | 6,101 | |
CASH AND CASH EQUIVALENTS: | ||||
Beginning of period | 18,520 | 39,429 | 33,328 | |
End of Period | 18,164 | 18,164 | 18,520 | 39,429 |
The Gymboree Corporation | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net cash (used in) provided by operating activities | (92,312) | (128,004) | (59,970) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Capital expenditures | (5,861) | (4,153) | (3,187) | |
Increase in restricted cash | (10,863) | |||
Proceeds from sale of shares | 3,207 | |||
Dividend from subsidiary | 2,500 | |||
Decrease in restricted cash | 10,863 | |||
Capital distribution from subsidiaries | 33,221 | 1,821 | ||
Intercompany transfers | 3,470 | (3,470) | ||
Net cash provided by (used in) investing activities | 30,830 | (2,595) | (687) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Intercompany transfers | 91,790 | 83,962 | 90,029 | |
Proceeds from ABL facility | 470,000 | 447,000 | 123,000 | |
Payments on ABL facility | (484,000) | (414,000) | (123,000) | |
Repurchase of notes | (15,325) | (24,760) | ||
Payments for deferred financing costs | (1,679) | |||
Dividend payment to parent | (11) | (153) | (7,564) | |
Net cash provided by (used in) financing activities | 60,775 | 116,809 | 57,705 | |
Net (decrease) increase in cash and cash equivalents | (707) | (13,790) | (2,952) | |
CASH AND CASH EQUIVALENTS: | ||||
Beginning of period | 1,689 | 15,479 | 18,431 | |
End of Period | 982 | 982 | 1,689 | 15,479 |
Guarantor Subsidiaries | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net cash (used in) provided by operating activities | 115,473 | 108,700 | 134,236 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Capital expenditures | (12,903) | (22,682) | (45,263) | |
Intercompany transfers | (84,681) | |||
Capital distribution from subsidiaries | 25,900 | |||
Intercompany transfers | (98,159) | (84,712) | ||
Other | 2 | 20 | (65) | |
Net cash provided by (used in) investing activities | (111,060) | (107,374) | (130,009) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Intercompany transfers | (720) | 720 | ||
Proceeds from sale-leaseback financing liability | 26,750 | |||
Payments on capital lease and sale-leaseback financing liability | (686) | (503) | (196) | |
Payments for deferred financing costs | (895) | |||
Dividend to The Gymboree Corporation | (3,200) | (3,000) | (2,500) | |
Capital distribution to The Gymboree Corporation | (25,863) | |||
Net cash provided by (used in) financing activities | (4,614) | (2,783) | (2,696) | |
Net (decrease) increase in cash and cash equivalents | (201) | (1,457) | 1,531 | |
CASH AND CASH EQUIVALENTS: | ||||
Beginning of period | 3,202 | 4,659 | 3,128 | |
End of Period | 3,001 | 3,001 | 3,202 | 4,659 |
Non-Guarantor Subsidiaries | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net cash (used in) provided by operating activities | 9,179 | 546 | 605 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Capital expenditures | (2,649) | (5,157) | (4,182) | |
Increase in related party loan receivable | (1,741) | |||
Proceeds from sale of assets | 353 | |||
Intercompany transfers | (657) | (720) | ||
Other | 199 | 30 | (429) | |
Net cash provided by (used in) investing activities | (4,495) | (5,847) | (4,611) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Intercompany transfers | 4,276 | 4,220 | (5,348) | |
Capital distribution to The Gymboree Corporation | (7,358) | (1,821) | ||
Repurchase of shares | (3,207) | |||
Capital contribution received by noncontrolling interest | 992 | 15,886 | ||
Net cash provided by (used in) financing activities | (3,082) | 184 | 10,538 | |
Effect of exchange rate fluctuations on cash and cash equivalents | (1,050) | (545) | 990 | |
Net (decrease) increase in cash and cash equivalents | 552 | (5,662) | 7,522 | |
CASH AND CASH EQUIVALENTS: | ||||
Beginning of period | 13,629 | 19,291 | 11,769 | |
End of Period | $ 14,181 | 14,181 | 13,629 | 19,291 |
Eliminations | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net cash (used in) provided by operating activities | (3,200) | (3,000) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Proceeds from sale of shares | (3,207) | |||
Dividend from subsidiary | (2,500) | |||
Intercompany transfers | 84,681 | |||
Capital distribution from subsidiaries | (33,221) | (1,821) | ||
Intercompany transfers | 95,346 | 88,902 | ||
Net cash provided by (used in) investing activities | 62,125 | 83,874 | 82,181 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Intercompany transfers | (95,346) | (88,902) | (84,681) | |
Dividend to The Gymboree Corporation | 3,200 | 3,000 | 2,500 | |
Capital distribution to The Gymboree Corporation | 33,221 | 1,821 | ||
Repurchase of shares | 3,207 | |||
Net cash provided by (used in) financing activities | $ (58,925) | $ (80,874) | $ (82,181) |
Quarterly Financial Informat114
Quarterly Financial Information (Unaudited) - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Jan. 30, 2016 | Nov. 01, 2014 | Feb. 01, 2014 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Schedule Of Quarterly Financial Information [Line Items] | ||||||
Aggregate principal amount of Notes repurchased | $ 58,400 | $ 58,400 | ||||
Repurchase of notes | 15,300 | 15,325 | $ 24,760 | |||
Gain on extinguishment of debt | 41,500 | 41,522 | (834) | |||
Write-off of deferred financing cost | $ 1,600 | |||||
Impairment for goodwill | $ 378,800 | $ 378,796 | 140,189 | |||
Change in valuation allowance against deferred tax assets | (78,200) | |||||
Trade names | ||||||
Schedule Of Quarterly Financial Information [Line Items] | ||||||
Trade names impairment | $ 212,600 | $ 17,000 | $ 0 | $ 212,600 | $ 17,000 |
Quarterly Financial Informat115
Quarterly Financial Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May. 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | May. 03, 2014 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Net sales | |||||||||||
Net sales | $ 392,376 | $ 305,441 | $ 273,465 | $ 276,069 | $ 375,608 | $ 316,819 | $ 264,303 | $ 272,010 | $ 1,247,351 | $ 1,228,740 | $ 1,244,569 |
Gross profit | 157,445 | 122,781 | 100,660 | 105,357 | 137,905 | 125,921 | 96,364 | 108,358 | 486,243 | 468,548 | 476,014 |
Goodwill and intangible asset impairment | (591,396) | (591,396) | (157,189) | ||||||||
Operating income (loss) | 29,838 | 14,215 | (2,706) | 647 | 12,658 | (579,154) | (10,776) | 6,068 | 41,994 | (571,204) | (125,098) |
Net (loss) income | 48,762 | (9,652) | (25,394) | (22,480) | (9,861) | (522,394) | (32,853) | (15,003) | (8,764) | (580,111) | (206,351) |
Net (loss) income attributable to The Gymboree Corporation | 49,439 | (10,028) | (26,562) | (23,025) | (7,446) | (522,075) | (31,153) | (13,431) | (10,176) | (574,105) | (203,027) |
Retail Stores | |||||||||||
Net sales | |||||||||||
Net sales | 376,230 | 289,653 | 256,991 | 261,732 | 361,711 | 304,265 | 253,376 | 259,124 | 1,184,606 | 1,178,476 | 1,197,176 |
Gymboree Play & Music | |||||||||||
Net sales | |||||||||||
Net sales | 10,976 | 9,921 | 11,667 | 8,648 | 9,013 | 7,744 | 7,319 | 6,832 | 41,212 | 30,908 | 25,685 |
International Retail Franchise | |||||||||||
Net sales | |||||||||||
Net sales | $ 5,170 | $ 5,867 | $ 4,807 | $ 5,689 | $ 4,884 | $ 4,810 | $ 3,608 | $ 6,054 | $ 21,533 | $ 19,356 | $ 21,708 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Apr. 26, 2016 | Apr. 27, 2016 | Jan. 30, 2016 |
Subsequent Event [Line Items] | |||
Aggregate principal amount of Notes repurchased | $ 58,400,000 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Aggregate principal amount of Notes repurchased | $ 135,400,000 | ||
Repurchase amount of notes | 41,500,000 | ||
Repurchase of notes, discount captured | $ 93,900,000 | ||
Subsequent Event | Tender Offer | |||
Subsequent Event [Line Items] | |||
Expiration date | May 23, 2016 | ||
Subsequent Event | Tender Offer | Maximum | |||
Subsequent Event [Line Items] | |||
Aggregate principal amount of outstanding Notes to be repurchased | $ 40,000,000 |