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. |