Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Apr. 30, 2016 | Jun. 13, 2016 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Apr. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | ck0000786110 | |
Entity Registrant Name | GYMBOREE CORP | |
Entity Central Index Key | 786,110 | |
Current Fiscal Year End Date | --01-30 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 1,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May 02, 2015 | |
Net sales: | ||
Net sales | $ 285,041 | $ 276,069 |
Cost of goods sold, including buying and occupancy expenses | (168,585) | (170,712) |
Gross profit | 116,456 | 105,357 |
Selling, general and administrative expenses | (114,032) | (104,710) |
Operating (loss) income | 2,424 | 647 |
Interest income | 105 | 19 |
Interest expense | (19,807) | (21,076) |
Gain on extinguishment of debt | 48,804 | |
Other income (expense), net | 112 | (110) |
Income (loss) before income taxes | 31,638 | (20,520) |
Income tax expense | (697) | (1,960) |
Net income (loss) | 30,941 | (22,480) |
Net loss (income) attributable to noncontrolling interest | 1,905 | (545) |
Net income (loss) attributable to The Gymboree Corporation | 32,846 | (23,025) |
Retail Stores | ||
Net sales: | ||
Net sales | 271,276 | 261,732 |
Gymboree Play & Music | ||
Net sales: | ||
Net sales | 10,094 | 8,648 |
International Retail Franchise | ||
Net sales: | ||
Net sales | $ 3,671 | $ 5,689 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May 02, 2015 | |
Net income (loss) | $ 30,941 | $ (22,480) |
Other comprehensive income: | ||
Foreign currency translation adjustments, net of tax | 1,635 | 956 |
Unrealized net gain on cash flow hedges, net of tax | 630 | 261 |
Total other comprehensive income | 2,265 | 1,217 |
Comprehensive income (loss) | 33,206 | (21,263) |
Comprehensive loss (income) attributable to noncontrolling interest | 1,741 | (612) |
Comprehensive income (loss) attributable to The Gymboree Corporation | $ 34,947 | $ (21,875) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May 02, 2015 |
Current assets: | |||
Cash and cash equivalents | $ 62,168 | $ 18,164 | $ 22,363 |
Accounts receivable, net of allowance of $2,368, $2,043 and $2,304 | 20,833 | 26,696 | 25,515 |
Merchandise inventories | 198,618 | 206,642 | 208,908 |
Prepaid income taxes | 2,493 | 2,196 | 2,759 |
Prepaid expenses | 5,862 | 6,757 | 18,561 |
Deferred income taxes | 7,263 | ||
Total current assets | 289,974 | 260,455 | 285,369 |
Property and equipment: | |||
Land and buildings | 22,428 | 22,428 | 22,428 |
Leasehold improvements | 197,077 | 199,520 | 199,869 |
Furniture, fixtures and equipment | 131,567 | 130,571 | 125,481 |
Total property and equipment | 351,072 | 352,519 | 347,778 |
Less accumulated depreciation and amortization | (200,132) | (194,041) | (171,378) |
Net property and equipment | 150,940 | 158,478 | 176,400 |
Goodwill | 373,845 | 372,737 | 374,308 |
Other intangible assets, net | 340,510 | 341,011 | 342,816 |
Other assets | 7,331 | 7,795 | 6,089 |
Total assets | 1,162,600 | 1,140,476 | 1,184,982 |
Current liabilities: | |||
Accounts payable | 94,162 | 109,193 | 105,426 |
Accrued and other current liabilities | 121,598 | 102,254 | 106,669 |
Line of credit borrowings | 43,000 | 19,000 | 42,000 |
Current portion of ABL term loan | 2,500 | ||
Current obligation under capital lease | 605 | 565 | |
Total current liabilities | 261,260 | 231,052 | 254,660 |
Long-term liabilities: | |||
Long-term debt, net | 1,010,709 | 1,040,506 | 1,092,549 |
Long-term sale-leaseback financing liability, net | 25,545 | 25,578 | |
Long-term obligation under capital lease | 2,245 | 2,704 | |
Lease incentives and other liabilities | 45,593 | 49,664 | 52,858 |
Unrecognized tax benefits | 5,111 | 5,075 | 5,151 |
Deferred income taxes | 123,567 | 124,244 | 129,865 |
Total liabilities | $ 1,471,785 | $ 1,478,364 | $ 1,537,787 |
Commitments and contingencies | |||
Stockholders' deficit: | |||
Common stock, including additional paid-in capital ($0.001 par value: 1,000 shares authorized, issued and outstanding) | $ 526,381 | $ 525,759 | $ 523,124 |
Accumulated deficit | (830,693) | (863,539) | (876,388) |
Accumulated other comprehensive loss | (8,721) | (10,822) | (10,081) |
Total stockholders' deficit | (313,033) | (348,602) | (363,345) |
Noncontrolling interest | 3,848 | 10,714 | 10,540 |
Total deficit | (309,185) | (337,888) | (352,805) |
Total liabilities and stockholders' (deficit) equity | $ 1,162,600 | $ 1,140,476 | $ 1,184,982 |
CONDENSED CONSOLIDATED BALANCE5
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May 02, 2015 |
Accounts receivable, allowance | $ 2,368 | $ 2,043 | $ 2,304 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000 | 1,000 | 1,000 |
Common stock, shares issued | 1,000 | 1,000 | 1,000 |
Common stock, shares outstanding | 1,000 | 1,000 | 1,000 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May 02, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 30,941 | $ (22,480) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Gain on extinguishment of debt | (48,804) | |
Depreciation and amortization | 10,151 | 10,700 |
Amortization of deferred financing costs and accretion of original issue discount | 1,890 | 1,886 |
Interest rate cap contracts - adjustment to market | 1,183 | 778 |
Loss (gain) on disposal/impairment of assets | 648 | (539) |
Gain on write-off of assets and liabilities due to contract termination | (2,561) | |
Deferred income taxes | (613) | 264 |
Share-based compensation expense | 622 | 720 |
Other | 345 | (198) |
Change in assets and liabilities: | ||
Accounts receivable | 4,242 | (168) |
Merchandise inventories | 7,805 | (10,958) |
Prepaid income taxes | (296) | (154) |
Prepaid expenses and other assets | 628 | (11,739) |
Accounts payable | (15,067) | 18,375 |
Accrued and other current liabilities | 12,096 | 11,350 |
Lease incentives and other liabilities | (958) | (476) |
Net cash provided by (used in) operating activities | 2,252 | (2,639) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (3,591) | (3,140) |
Proceeds from sale of assets | 353 | |
Receipt of related party loan receivable | 1,741 | |
Other | 1 | 8 |
Net cash (used in) provided by investing activities | (1,849) | (2,779) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from ABL facility | 152,000 | 130,000 |
Payments on ABL facility | (128,000) | (121,000) |
Proceeds from ABL term loan | 50,000 | |
Payments for deferred financing costs | (3,804) | |
Repurchase of notes | (26,198) | |
Payments on capital lease and sale-leaseback financing liability | (47) | (133) |
Dividend payment by VIE to its parent | (512) | |
Net cash provided by financing activities | 43,439 | 8,867 |
Effect of exchange rate fluctuations on cash and cash equivalents | 162 | 394 |
Net increase in cash and cash equivalents | 44,004 | 3,843 |
CASH AND CASH EQUIVALENTS: | ||
Beginning of Period | 18,164 | 18,520 |
End of period | 62,168 | 22,363 |
OTHER CASH FLOW INFORMATION: | ||
Cash paid (received) for income taxes, net | 1,480 | (3,664) |
Cash paid for interest | $ 12,873 | $ 10,390 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Apr. 30, 2016 | |
Basis of Presentation | 1. Basis of Presentation The unaudited interim condensed consolidated financial statements, which include The Gymboree Corporation (the “Company,” “we” or “us”) and our 100%-owned subsidiaries, as well as Gymboree (China) Commercial and Trading Co. Ltd. (“Gymboree China”) and Gymboree (Tianjin) Educational Information Consultation Co. Ltd. (“Gymboree Tianjin”) (collectively, the “VIEs”), have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with generally accepted accounting principles have been omitted. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our annual report on Form 10-K for the fiscal year ended January 30, 2016 filed with the Securities and Exchange Commission on April 28, 2016. The accompanying condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present fairly our financial position, results of operations, comprehensive income (loss) and cash flows for the periods presented. The results of operations for the 13 weeks ended April 30, 2016 (“first quarter of fiscal 2016”) are not necessarily indicative of the operating results that may be expected for the 52-week period ending January 28, 2017 (“fiscal 2016”) or any future period. Certain reclassifications have been made to the condensed consolidated balance sheets as of January 30, 2016 and May 2, 2015 as a result of our adoption of the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs effective during the first quarter of fiscal 2016 (see Note 2). |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 3 Months Ended |
Apr. 30, 2016 | |
Recently Issued Accounting Standards | 2. Recently Issued Accounting Standards In March 2016, the FASB issued ASU No. 2016-09, Compensation-stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which simplifies the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows, among others. This ASU will be applied prospectively and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. We have not yet determined the impact of the new standard on our condensed consolidated financial statements. In February 2016, the FASB issued 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 condensed consolidated financial statements due to the substantial number of leases that we have. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which requires all inventory to be measured at the lower of cost and net realizable value, except for inventory that is accounted for using the last-in, first-out (LIFO) or the retail inventory method which will be measured under existing accounting standards. This ASU would be applied prospectively and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. We have not yet determined the impact of the new standard on our condensed consolidated financial statements. In 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 guidance in Update 2015-03 does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. In August 2015, the FASB issued ASU No. 2015-15, Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which adds SEC paragraphs about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. Accordingly, the SEC staff would not object to the deferral and presentation of debt issuance costs related to line-of-credit arrangements as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The amendments do not affect the current guidance on the recognition and measurement of debt issuance costs. Effective during the first quarter of fiscal 2016, we adopted ASU 2015-03 and applied the provisions retrospectively to all prior periods. As a result of this adoption, the unamortized debt issuance costs associated with our long-term debt and long-term sale-leaseback financing liability are presented as an offset against the long-term debt and long-term sale-leaseback financing liability in the accompanying condensed consolidated balance sheets. The unamortized debt issuance costs associated with our line of credit under our ABL Revolving Credit Facility are included in other assets in the accompanying condensed consolidated balance sheets. The unamortized debt issuance costs associated with our long-term debt and long-term sale-leaseback financing liability, which amounted to $16.3 million and $21.6 million as of January 30, 2016 and May 2, 2015, respectively, were reclassified from being a component of our total assets to a reduction of our long-term debt and long-term sale-leaseback financing liability in the accompanying condensed consolidated balance sheets and in Notes 16, 17, and 18. Below is a summary of the changes made in the accompanying condensed consolidated balance sheets as of January 30, 2016 and May 2, 2015 due to the reclassification of the unamortized debt issuance costs (in thousands): January 30, 2016 May 2, 2015 As Reported Reclassification As Restated As Reported Reclassification As Restated ASSETS: Deferred financing costs $ 19,019 $ (19,019 ) $ — $ 23,984 $ (23,984 ) $ — Other assets $ 5,044 $ 2,751 $ 7,795 $ 3,683 $ 2,406 $ 6,089 Total assets $ 1,156,744 $ (16,268 ) $ 1,140,476 $ 1,206,560 $ (21,578 ) $ 1,184,982 LIABILITIES AND STOCKHOLDERS’ DEFICIT: Long-term debt, net $ 1,055,945 $ (15,439 ) $ 1,040,506 $ 1,114,127 $ (21,578 ) $ 1,092,549 Long-term sale-leaseback financing liability, net $ 26,407 $ (829 ) $ 25,578 $ — $ — $ — Total liabilities $ 1,494,632 $ (16,268 ) $ 1,478,364 $ 1,559,365 $ (21,578 ) $ 1,537,787 Total liabilities and stockholders’ deficit $ 1,156,744 $ (16,268 ) $ 1,140,476 $ 1,206,560 $ (21,578 ) $ 1,184,982 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). Effective during the first quarter of fiscal 2016, we adopted this ASU and determined that it had no impact on our condensed consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, to provide guidance on principles and definitions to reduce diversity in the timing and content of disclosures when evaluating whether there is substantial doubt about an organization’s ability to continue as a going concern. This ASU is effective in the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter, with early adoption permitted. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, to clarify the principles of recognizing revenue and create common revenue recognition guidance between U.S. generally accepted accounting principles and International Financial Reporting Standards. This ASU is effective for fiscal years and interim periods within those years, beginning after December 15, 2016, and is to be applied either retrospectively to each prior reporting period presented or with the cumulative effect recognized at the date of initial adoption as an adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets). In April 2015, the FASB proposed a deferral of this ASU’s effective date by one year, to December 15, 2017. The proposed deferral allows early adoption at the original effective date. We have not yet determined the impact of the new standard on our condensed consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Apr. 30, 2016 | |
Fair Value Measurements | 3. Fair Value Measurements We record our money market funds, interest rate caps and forward foreign exchange contracts at fair value. Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. Accounting guidance prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Level 3 – Inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. Valuation techniques could include the use of discounted cash flow models and similar techniques. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the fair value measurement in its entirety is classified is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Assets and Liabilities Measured at Fair Value on a Recurring Basis The tables below present our assets and liabilities measured at fair value on a recurring basis as of April 30, 2016, January 30, 2016 and May 2, 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 the 13 weeks ended April 30, 2016 and May 2, 2015, or for the year ended January 30, 2016. April 30, 2016 Quoted Prices in Significant Other Significant (Level 1) (Level 2) (Level 3) Total Fair Value Assets Money market funds $ 38,560 $ — $ — $ 38,560 Total $ 38,560 $ — $ — $ 38,560 Liabilities Forward foreign exchange contracts $ — $ 391 $ — $ 391 Total $ — $ 391 $ — $ 391 January 30, 2016 Quoted Prices in Significant Other Significant (Level 1) (Level 2) (Level 3) Total Fair Value Liabilities Forward foreign exchange contracts $ — $ 145 $ — $ 145 Total $ — $ 145 $ — $ 145 May 2, 2015 Quoted Prices in Significant Other Significant (Level 1) (Level 2) (Level 3) Total Fair Value Assets Interest rate caps $ — $ 9 $ — $ 9 Total $ — $ 9 $ — $ 9 Liabilities Forward foreign exchange contracts $ — $ 55 $ — $ 55 Total $ — $ 55 $ — $ 55 Our cash equivalents, which are primarily placed in money market funds, are valued at their original purchase price 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 April 30, 2016, January 30, 2016 and May 2, 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 that 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 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): April 30, 2016 January 30, 2016 May 2, 2015 Carrying Fair Value Carrying Fair Value Carrying Fair Value Term loan $ 769,102 $ 592,209 $ 769,102 $ 399,933 $ 769,102 $ 611,436 Notes 210,620 104,257 287,575 71,894 346,000 166,080 ABL term loan 50,000 50,000 — — — — Less unamortized discount and deferred financing costs (16,513 ) — (16,171 ) — (22,553 ) — Total $ 1,013,209 $ 746,466 $ 1,040,506 $ 471,827 $ 1,092,549 $ 777,516 We had no other financial assets or liabilities measured at fair value as of April 30, 2016, January 30, 2016 and May 2, 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 the 13 weeks ended April 30, 2016 and May 2, 2015, we did not identify impairment indicators for goodwill and indefinite-lived intangible assets (trade names). 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 4). During the 13 weeks ended April 30, 2016, we recorded property and equipment impairment charges of $0.3 million related to the closure of Gymboree China retail locations. These impairment charges are included in selling, general and administrative (SG&A) expenses in the accompanying condensed consolidated statements of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets and Liabilities | 3 Months Ended |
Apr. 30, 2016 | |
Goodwill and Intangible Assets and Liabilities | 4. Goodwill and Intangible Assets and Liabilities Goodwill Goodwill allocated to our reportable segments as of April 30, 2016, January 30, 2016 and May 2, 2015 is as follows (in thousands): Retail Stores Gymboree Play International Retail Total Balance as of April 30, 2016 Goodwill $ 887,241 $ 16,389 $ 23,636 $ 927,266 Accumulated impairment losses (547,285 ) — — (547,285 ) Effect of exchange rate fluctuations (6,136 ) — — (6,136 ) $ 333,820 $ 16,389 $ 23,636 $ 373,845 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 May 2, 2015 Goodwill $ 887,241 $ 16,389 $ 23,636 $ 927,266 Accumulated impairment losses (547,285 ) — — (547,285 ) Effect of exchange rate fluctuations (5,673 ) — — (5,673 ) $ 334,283 $ 16,389 $ 23,636 $ 374,308 Goodwill Impairment During the first quarter of fiscal 2016 and 2015, we did not identify impairment indicators for goodwill. 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). Intangible Assets and Liabilities Intangible assets and liabilities consist of the following (in thousands): April 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 (2,596 ) — 839 Co-branded credit card agreement 4,000 (3,342 ) — 658 Franchise agreements and reacquired franchise rights 6,625 (5,024 ) — 1,601 14,060 (10,962 ) — 3,098 Total other intangible assets $ 581,072 $ (10,962 ) $ (229,600 ) $ 340,510 Intangible Liabilities Subject to Amortization: Above market leases (included in Lease incentives and other liabilities) $ (10,461 ) $ 7,789 $ — $ (2,672 ) 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 ) May 2, 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 (688 ) — 82 Below market leases 4,839 (3,319 ) — 1,520 Co-branded credit card agreement 4,000 (2,727 ) — 1,273 Franchise agreements and reacquired franchise rights 6,625 (4,096 ) — 2,529 16,234 (10,830 ) — 5,404 Total other intangible assets $ 583,246 $ (10,830 ) $ (229,600 ) $ 342,816 Intangible Liabilities Subject to Amortization: Above market leases (included in Lease incentives and other liabilities) $ (11,400 ) $ 7,196 $ — $ (4,204 ) The decrease in the gross carrying amount of customer relationships, below market leases, franchise agreements and reacquired franchise rights, and above market leases for the period May 2, 2015 to January 30, 2016 reflects the write off of certain fully amortized intangibles. Indefinite-Lived Intangible Assets Impairment During the first quarter of fiscal 2016 and 2015, we did not identify impairment indicators for indefinite-lived intangible assets. During fiscal 2015, we determined that there was no impairment charge related to trade names of our retail stores segment. Net amortization income (expense) is presented below for the periods ended (in thousands): 13 Weeks Ended 13 Weeks Ended May 2, 2015 Cost of goods sold - Amortization income $ 238 $ 133 Selling, general and administrative expenses - Amortization expense $ (385 ) $ (468 ) |
Line of Credit
Line of Credit | 3 Months Ended |
Apr. 30, 2016 | |
Line of Credit | 5. 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 is currently due to mature in February 2018) or the Notes (which are currently due to 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 commitment will therefore mature in December 2017 unless the Term Loan and the Notes (other than an aggregate amount of Term Loans and Notes that is equal to or less than $25.0 million) are refinanced with indebtedness having a final maturity date later than February 2018. In April 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 (see Note 6). The ABL Facility provides for financing of up to $225 million in a revolving line of credit. Line of credit availability under the ABL 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 and the outstanding amount of the ABL Term Loan. Line of credit borrowings outstanding under the ABL Facility as of April 30, 2016, January 30, 2016 and May 2, 2015 were $43.0 million, $19.0 million and $42.0 million, respectively. The line of credit available under the ABL Facility is reduced by letter of credit utilization totaling $30.8 million as of April 30, 2016. Undrawn line of credit availability under the ABL Facility, after being reduced by outstanding line of credit borrowings, letter of credit utilization and $50 million of ABL Term Loan (see Note 6), was $90.7 million as of April 30, 2016. Average line of credit borrowings during the 13 weeks ended April 30, 2016 and May 2, 2015 under the ABL Facility amounted to $49.7 million and $54.1 million, respectively. Average line of credit borrowings during fiscal 2015 amounted to $51.9 million. Line of credit borrowings under the ABL 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 April 30, 2016, the weighted average interest rate on our line of credit borrowings outstanding under the ABL Facility was 3.9%. In addition to paying interest on outstanding line of credit borrowings under the ABL 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 ABL Facility. The ABL Facility contains covenants that, among other things, restrict our ability to incur additional indebtedness and pay dividends. The ABL Facility also contains a financial covenant (i.e., minimum consolidated fixed charge coverage ratio), but such financial covenant is not required to be tested as long as the Company’s ABL Term Loan remains outstanding (see Note 6). As of April 30, 2016, we were not required to test compliance with this covenant. The obligations under the ABL 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 Facility (see Note 18). |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Apr. 30, 2016 | |
Long-Term Debt | 6. Long-Term Debt Long-term debt consists of (in thousands): April 30, 2016 January 30, 2016 May 2, 2015 Term loan due February 2018, Adjusted LIBOR (with a floor of 1.5%) plus 3.5% Principal amount $ 769,102 $ 769,102 $ 769,102 Less unamortized discount (6,973 ) (7,873 ) (10,497 ) Less unamortized deferred financing costs (649 ) (732 ) (975 ) Term loan, net of unamortized discount and deferred financing costs 761,480 760,497 757,630 Senior notes due December 2018, 9.125% Principal amount 210,620 287,575 346,000 Less unamortized deferred financing costs (5,143 ) (7,566 ) (11,081 ) Senior notes, net of unamortized deferred financing costs 205,477 280,009 334,919 ABL term loan due December 2017, LIBOR plus 10.25% Principal amount 50,000 — — Less unamortized deferred financing costs (3,748 ) — — ABL term loan, net of unamortized deferred financing costs 46,252 — — Total long-term debt, net of unamortized discount and deferred financing costs 1,013,209 1,040,506 1,092,549 Less current portion of ABL Term Loan (2,500 ) — — Long-term portion of long-term debt, net of unamortized discount and deferred financing costs $ 1,010,709 $ 1,040,506 $ 1,092,549 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 April 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. Excess cash flow payments on the Term Loan for fiscal 2017 will be calculated with our fiscal 2016 annual operating results. Voluntary prepayments and the excess cash flow prepayments made in prior fiscal years were applied toward our remaining quarterly amortization payments payable under the Term Loan through fiscal 2016. Our next quarterly payment payable under the Term Loan is due in the first quarter of fiscal 2017. The obligations under the Term Loan are secured, subject to certain exceptions, by substantially all of our assets and those of our 100%-owned domestic subsidiaries. Our 100%-owned domestic subsidiaries also have fully and unconditionally guaranteed the Company’s obligations under the Term Loan (see Note 18). 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 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 18). 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. We 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 13 weeks ended April 30, 2016, we repurchased Notes with an aggregate principal amount of $77.0 million for $26.2 million in cash through privately negotiated transactions. We recorded a $48.8 million gain on extinguishment of debt, net of a $2.0 million charge related to the write-off of deferred financing costs associated with the extinguished debt. 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 $40.0 million, excluding accrued interest. The Tender Offer expired on May 23, 2016. During the second quarter of fiscal 2016, the Company repurchased $39.6 million aggregate principal amount of Notes for $20.6 million through the Tender Offer and will recognize $18.0 million of gain 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. ABL Term Loan The ABL Term Loan of $50.0 million may be used to repurchase Notes, to finance the acquisition of working capital assets, for capital expenditures and permitted acquisitions and for other general corporate purposes. The Second Amendment provides that the ABL Term Loan bears 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. Interest is payable monthly. As of April 30, 2016, the interest rate under our ABL Term Loan was 10.9%. The ABL Term Loan requires us to make quarterly payments equal to $0.6 million, with the balance due on the maturity of the ABL Term Loan, which is the same as the maturity date of the ABL revolving commitment (see Note 5). The Second Amendment also provides for a new availability covenant, which requires the Company and its restricted subsidiaries to maintain a minimum amount of “Combined Availability” and “Availability” for as long as the ABL Term Loan remains outstanding. “Combined Availability” is equal to (a) the ABL Term Loan borrowing base minus minus minus The obligations under the ABL 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 ABL Term Loan (see Note 18). Future minimum principal payments on long-term debt, excluding amortization of deferred financing costs of $15.9 million and accretion of original issue discount (“OID”) of $0.6 million and as of April 30, 2016, are as follows (in thousands): Fiscal years Principal Payments Remainder of 2016 $ 1,875 2017 54,627 2018 973,220 Total $ 1,029,722 |
Sale-leaseback of Dixon Distrib
Sale-leaseback of Dixon Distribution Center | 3 Months Ended |
Apr. 30, 2016 | |
Sale-leaseback of Dixon Distribution Center | 7. Sale-leaseback of Dixon Distribution Center On May 5, 2015, the Company entered into an agreement to sell its distribution center in Dixon, California for gross proceeds of $26.8 million, less closing costs of $0.9 million, or net proceeds of $25.9 million, and entered into a leaseback of the property from the purchaser for a period of 15 years. Approximately $10.9 million of the net proceeds were restricted under the Term Loan to fund capital expenditures or reduce the Term Loan. 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 of 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 the 13 weeks ended April 30, 2016 totaled $0.4 million, which was primarily allocated to interest expense. As of April 30, 2016, future payments on the sale-leaseback financing liability, excluding renewals, are as follows (in thousands): Fiscal years Payments Remainder of 2016 $ 1,354 2017 1,822 2018 1,845 2019 1,868 2020 1,891 2021 1,915 Thereafter 29,452 Total payments 40,147 Less amount representing interest (13,578 ) Less unamortized deferred financing costs (807 ) Total sale-leaseback financing liability, net of unamortized deferred financing costs 25,762 Less current portion of sale-leaseback financing liability included in accrued liabilities (217 ) Long-term portion of sale-leaseback financing liability, net of unamortized deferred financing costs $ 25,545 As of April 30, 2016 and January 30, 2016, the net carrying value of the Dixon distribution center assets that are included in property and equipment on our condensed consolidated balance sheets amounted to $18.7 million and $18.9 million, respectively. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Apr. 30, 2016 | |
Derivative Financial Instruments | 8. Derivative Financial Instruments We enter into forward foreign exchange contracts with respect to certain purchases in United States dollars (“U.S. dollars”) of inventory to be sold in our retail stores in Canada. The purpose of these contracts is to protect our margins on the eventual sale of the inventory from fluctuations in the exchange rate for Canadian and U.S. dollars. The term of these forward foreign exchange contracts is generally less than one year. These contracts are treated as cash-flow hedges. Amounts reported in accumulated other comprehensive loss related to these forward foreign exchange contracts will be reclassified to COGS over a three-month period. We also enter into forward foreign exchange contracts with respect to short-term intercompany balances between U.S. and 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 6) above the strike rate of the cap through December 23, 2016, the maturity date of the caps. The interest rate caps were designated on the date of execution as cash-flow hedges. The premium, and any related amounts reported in accumulated other comprehensive loss, are being amortized to interest expense through December 23, 2016, as interest payments are made on the underlying Term Loan. During the 13 weeks ended April 30, 2016 and May 2, 2015, respectively, we reclassified approximately $1.2 million and $0.8 million, respectively, from accumulated other comprehensive loss to interest expense. We estimate approximately $3.5 million will be reclassified from accumulated other comprehensive loss to interest expense through the maturity date of the caps in the fourth quarter of fiscal 2016. 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): April 30, 2016 January 30, 2016 May 2, 2015 Number of Notional Number of Notional Number of Notional Interest rate derivatives Purchased interest rate caps 4 $ 700,000 4 $ 700,000 4 $ 700,000 Foreign exchange derivatives Forward foreign exchange contracts 3 2,694 6 5,492 3 2,343 Total 7 $ 702,694 10 $ 705,492 7 $ 702,343 There were no forward foreign exchange contracts that were not designated as hedges as of April 30, 2016, January 30, 2016, and May 2, 2015. The table below presents the fair value of all of our derivative financial instruments as well as their classification on the condensed consolidated balance sheets (in thousands) (see Note 3). April 30, 2016 January 30, 2016 May 2, 2015 Derivative Derivative Derivative Derivative Other Assets Purchased interest rate caps $ — $ — $ 9 $ — Total $ — $ — $ 9 $ — Accrued Liabilities Forward foreign exchange contracts $ 391 $ 145 $ — $ 55 Total $ 391 $ 145 $ — $ 55 The tables below present the effect of all of our derivative financial instruments on the condensed consolidated statements of operations and comprehensive income (loss) (in thousands). No amounts were reclassified from accumulated other comprehensive loss (OCI) into earnings as a result of forecasted transactions that failed to occur or as a result of hedge ineffectiveness (see Note 13). 13 Weeks Ended April 30, 2016 Gains / (Losses) Location of Gains Gains / (Losses) Income (Effective Interest rate caps $ — Interest expense $ (1,183 ) Forward foreign exchange contracts (491 ) Cost of goods sold 62 Total $ (491 ) $ (1,121 ) 13 Weeks Ended May 2, 2015 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (8 ) Interest expense $ (778 ) Forward foreign exchange contracts (146 ) Cost of goods sold 165 Total $ (154 ) $ (613 ) |
Leases
Leases | 3 Months Ended |
Apr. 30, 2016 | |
Leases | 9. Leases We outsourced the fulfillment of www.gymboree.com online customer orders to a third-party fulfillment center. On February 25, 2016, the Company entered into an agreement to terminate its operating services agreement with the third party fulfillment center. The Company recognized a loss on contract termination of approximately $5.7 million during the 13 weeks ended April 30, 2016, which is included as a component of SG&A expenses in the accompanying condensed consolidated statements of operations. The loss on contract termination consists of the $8.3 million in an early termination fee, offset by a $2.6 million gain on the write-off of assets and liabilities associated with the operating services agreement during the 13 weeks ended April 30, 2016. The early termination fee liability, which amounted to $8.3 million as of April 30, 2016, is payable in two equal installments in May 2016 and August 2016 and is included in Accrued and other current liabilities in the accompanying condensed consolidated balance sheets. During the first quarter of 2016, Gymboree China’s management made a decision to close 25 of its retail locations. Gymboree China recognized $1.3 million of expense related to the store closures, which is comprised of lease contract termination costs totaling $0.9 million and $0.4 million of other exit costs during the 13 weeks ended April 30, 2016. These costs are included as a component of SG&A expenses in the accompanying condensed consolidated statements of operations. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Apr. 30, 2016 | |
Share-Based Compensation | 10. Share-Based Compensation Share-based compensation expense included as a component of SG&A expenses was $0.6 million and $0.7 million during the 13 weeks ended April 30, 2016 and May 2, 2015, respectively. We include an estimate of forfeitures in determining share-based compensation expense. |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 30, 2016 | |
Income Taxes | 11. Income Taxes As of April 30, 2016, January 30, 2016 and May 2, 2015, unrecognized tax benefits were $6.3 million, $6.4 million and $6.8 million, respectively. We believe it is reasonably possible that the total amount of unrecognized tax benefits of $6.3 million as of April 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 limitation. As of April 30, 2016, January 30, 2016 and May 2, 2015, the total valuation allowance against deferred tax assets was $49.9 million, $63.2 million and $67.3 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Apr. 30, 2016 | |
Commitments and Contingencies | 12. Commitments and Contingencies Commitments There have been no significant changes to our contractual obligations and commercial commitments as disclosed in our Annual Report on Form 10-K as of January 30, 2016 (see Notes 6, 7, 11 and 14), other than those which occur in the normal course of business (see Note 5 and 6). Contingencies From time to time, we are subject to various legal actions arising in the ordinary course of our business. Many of these legal actions raise complex factual and legal issues, which are subject to uncertainties. We cannot predict with reasonable assurance the outcome of these legal actions brought against us. Accordingly, any settlements or resolutions in these legal actions may occur and affect our net income in the quarter of such settlement or resolution. However, we do not believe the outcome of any legal actions would have a material effect on our condensed consolidated financial statements taken as a whole. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Apr. 30, 2016 | |
Accumulated Other Comprehensive Loss | 13. Accumulated Other Comprehensive Loss The following table shows the components of accumulated other comprehensive loss (“OCI”), net of tax, for the periods ended (in thousands): April 30, 2016 January 30, 2016 May 2, 2015 Foreign currency translation $ (7,765 ) $ (9,236 ) $ (6,154 ) Accumulated changes in fair value of derivative financial instruments, net of tax (956 ) (1,586 ) (3,927 ) Total accumulated other comprehensive loss $ (8,721 ) $ (10,822 ) $ (10,081 ) Changes in the accumulated OCI balance by component were as follows as of and for the periods ended (in thousands): 13 Weeks Ended April 30, 2016 Derivatives Foreign Total Accumulated Beginning balance $ (1,586 ) $ (9,236 ) $ (10,822 ) Other comprehensive (loss) income recognized before reclassifications (491 ) 1,635 1,144 Amounts reclassified from accumulated other comprehensive loss to earnings 1,121 — 1,121 Tax expense — — — Net current-period other comprehensive income 630 1,635 2,265 Other comprehensive income attributable to noncontrolling interest — (164 ) (164 ) Ending balance $ (956 ) $ (7,765 ) $ (8,721 ) Year Ended January 30, 2016 Derivatives Foreign Total Accumulated 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 ) 13 Weeks Ended May 2, 2015 Derivatives Foreign Total Accumulated Beginning balance $ (4,188 ) $ (7,043 ) $ (11,231 ) Other comprehensive (loss) income recognized before reclassifications (154 ) 956 802 Amounts reclassified from accumulated other comprehensive loss to earnings 613 — 613 Tax expense (198 ) — (198 ) Net current-period other comprehensive income 261 956 1,217 Other comprehensive income attributable to noncontrolling interest — (67 ) (67 ) Ending balance $ (3,927 ) $ (6,154 ) $ (10,081 ) |
Dividends
Dividends | 3 Months Ended |
Apr. 30, 2016 | |
Dividends | 14. Dividends During the 13 weeks ended April 30, 2016, Gymboree Tianjin declared cash dividends to its unconsolidated direct parent, Gymboree Hong Kong Limited, totaling $5.1 million. Gymboree Tianjin paid $0.5 million of the total amount declared in April 2016 and recognized $4.6 million dividends payable as of April 30, 2016, which is included in accrued and other current liabilities in the accompanying condensed consolidated balance sheets. The dividend was subsequently paid in May 2016. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Apr. 30, 2016 | |
Related Party Transactions | 15. Related Party Transactions Related Party Transactions –Excluding VIEs We incurred approximately $0.8 million and $0.9 million in management fees and reimbursement of out-of-pocket expenses from Bain Capital Private Equity, LP (formerly Bain Capital Partners LLC) (“Bain Capital”) during the 13 weeks ended April 30, 2016 and May 2, 2015, respectively. As of April 30, 2016, January 30, 2016 and May 2, 2015, we had a payable balance of $1.0 million, $0.2 million and $1.1 million, respectively, to Bain Capital. We incurred approximately $0.5 million and $0.6 million in expenses related to services purchased from LogicSource, a company owned by funds associated with Bain Capital, during the 13 weeks ended April 30, 2016 and May 2, 2015, respectively. As of April 30, 2016, January 30, 2016 and May 2, 2015, we had a payable balance of $0.1 million to LogicSource. As of April 30, 2016 and May 2, 2015, we had a receivable balance of $0.4 million and $0.2 million, respectively, from our indirect parent, Giraffe Holding, Inc., related mainly to 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 had an interest of 10% per annum. The principal amount and interest were received when the agreement matured in the first quarter of fiscal 2016. The loan receivable balance was included in accounts receivable on the condensed 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. The receivable was collected during the first quarter of fiscal 2016 and there are no amounts due as of April 30, 2016. Our VIEs incurred $0.1 million in management fees from Bain Capital Advisors (China) Ltd. for each of the 13 weeks ended April 30, 2016 and May 2, 2015 and had a payable of $0.2 million payable as of May 2, 2015. As of April 30, 2016, January 30, 2016 and May 2, 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 April 30, 2016, January 30, 2016 and May 2, 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 | 3 Months Ended |
Apr. 30, 2016 | |
Segment Information | 16. Segment Information We have four reportable segments: retail stores (including online stores), Gymboree Play & Music, International Retail Franchise (“Retail Franchise”), and one reportable segment related to the activities of our consolidated VIEs. These reportable segments were identified based on how our business is managed and evaluated by our chief operating decision maker, who is the Chief Executive Officer. The retail stores segment includes four operating segments (brands), which sell high-quality apparel for children: Gymboree Retail (including an online store), Gymboree Outlet, Janie and Jack (including an online store), and Crazy 8 (including an online store). These four operating segments have been aggregated into one reportable segment because these operating segments have similar historical economic characteristics and/or are expected to have similar economic characteristics and similar long-term financial performance in the future. Gross profit is the principal measure we consider in determining whether the economic characteristics are similar. In addition, each 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 periods ended (in thousands): 13 Weeks Ended April 30, 2016 Retail Gymboree International Retail VIEs Intersegment Total Net sales $ 269,069 $ 4,518 $ 3,844 $ 10,347 $ (2,737 ) $ 285,041 Gross Profit $ 107,561 $ 3,064 $ 2,232 $ 5,324 $ (1,725 ) $ 116,456 13 Weeks Ended May 2, 2015 Retail Gymboree International Retail VIEs Intersegment Total Net sales $ 259,924 $ 4,357 $ 5,857 $ 8,611 $ (2,680 ) $ 276,069 Gross Profit $ 94,575 $ 2,774 $ 3,227 $ 6,384 $ (1,603 ) $ 105,357 Net retail sales of the retail stores segment by brand and the VIE were as follows for the periods ended (in thousands): Gymboree (1) Janie and Jack Crazy 8 Total VIE Total 13 weeks ended April 30, 2016 $ 170,070 $ 34,985 $ 64,014 $ 269,069 $ 2,207 $ 271,276 13 weeks ended May 2, 2015 $ 160,121 $ 33,573 $ 66,230 $ 259,924 $ 1,808 $ 261,732 (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 periods ended (in thousands): Intersegment Revenues Retail Gymboree International Retail VIEs Total 13 weeks ended April 30, 2016 $ — $ 2,564 $ 173 $ — $ 2,737 13 weeks ended May 2, 2015 $ — $ 2,512 $ 168 $ — $ 2,680 Below is a summary of total assets of each reportable segment as of the periods ended (in thousands): Total Assets Retail Stores Gymboree International Retail VIEs Intersegment Total April 30, 2016 $ 1,051,758 $ 60,236 $ 26,867 $ 26,294 $ (2,555 ) $ 1,162,600 January 30, 2016 $ 1,027,622 $ 59,701 $ 28,791 $ 25,795 $ (1,433 ) $ 1,140,476 May 2, 2015 $ 1,074,311 $ 59,916 $ 30,024 $ 22,865 $ (2,134 ) $ 1,184,982 We attribute retail store revenues to individual countries based on the selling location. Gymboree Play & Music sales and Gymboree International Retail Franchise sales are attributable 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 for the periods ended (in thousands): 13 Weeks Ended 13 Weeks Ended United States $ 265,711 $ 258,582 International 19,330 17,487 Total $ 285,041 $ 276,069 Property and equipment, net, of our two geographical areas were as follows as of the periods ended (in thousands): April 30, 2016 January 30, 2016 May 2, 2015 United States $ 142,740 $ 150,037 $ 166,121 International 8,200 8,441 10,279 Total $ 150,940 $ 158,478 $ 176,400 |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Apr. 30, 2016 | |
Variable Interest Entities | 17. Variable Interest Entities Gymboree retail stores are operated in China by Gymboree China, while Gymboree Tianjin is Gymboree Play & Music’s master franchisee in China. Gymboree China, Gymboree Tianjin and the Company are indirectly controlled by Gymboree Holding, Ltd. and investment funds sponsored by Bain Capital. Gymboree China and Gymboree Tianjin have been determined to be variable interest entities, and we (as well as our 100%-owned subsidiaries) are a member of a related party group that controls the VIEs and absorbs the economics of the VIEs. Based on our relationship with the VIEs, we determined we are most closely associated with the VIEs, and therefore, consolidate them as the primary beneficiary. However, as we have a 0% ownership interest in the VIEs, 100% of the results of operations of the VIEs are recorded as noncontrolling interest. The assets of the VIEs can only be used by the VIEs. The liabilities of the VIEs are comprised mainly of short-term accrued expenses, and their creditors have no recourse to our general credit or assets. The following tables reflect the impact of the VIEs on the condensed consolidated statements of operations for the 13 weeks ended April 30, 2016 and May 2, 2015 and the condensed consolidated balance sheets as of April 30, 2016, January 30, 2016 and May 2, 2015 (in thousands): THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (In thousands) 13 Weeks Ended April 30, 2016 Balance Before VIEs Eliminations As Net sales $ 277,431 $ 10,347 $ (2,737 ) $ 285,041 Cost of goods sold, including buying and occupancy expenses (164,574 ) (5,023 ) 1,012 (168,585 ) Selling, general and administrative expenses (109,145 ) (6,546 ) 1,659 (114,032 ) Operating income (loss) 3,712 (1,222 ) (66 ) 2,424 Other non operating income (expense) 28,880 334 — 29,214 Income (loss) before income taxes 32,592 (888 ) (66 ) 31,638 Income tax benefit (expense) 320 (1,017 ) — (697 ) Net income (loss) 32,912 (1,905 ) (66 ) 30,941 Net loss attributable to noncontrolling interest — 1,905 — 1,905 Net income attributable to The Gymboree Corporation $ 32,912 $ — $ (66 ) $ 32,846 13 Weeks Ended May 2, 2015 Balance Before VIEs Eliminations As Net sales $ 270,138 $ 8,611 $ (2,680 ) $ 276,069 Cost of goods sold, including buying and occupancy expenses (169,562 ) (2,227 ) 1,077 (170,712 ) Selling, general and administrative expenses (100,988 ) (5,173 ) 1,451 (104,710 ) Operating (loss) income (412 ) 1,211 (152 ) 647 Other non-operating expense (21,157 ) (10 ) — (21,167 ) (Loss) income before income taxes (21,569 ) 1,201 (152 ) (20,520 ) Income tax expense (1,304 ) (656 ) — (1,960 ) Net (loss) income (22,873 ) 545 (152 ) (22,480 ) Net income attributable to noncontrolling interest — (545 ) — (545 ) Net loss attributable to The Gymboree Corporation $ (22,873 ) $ — $ (152 ) $ (23,025 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) April 30, 2016 Balance Before VIEs Eliminations As Reported Cash and cash equivalents $ 49,637 $ 12,531 $ — $ 62,168 Other current assets 220,553 9,808 (2,555 ) 227,806 Total current assets 270,190 22,339 (2,555 ) 289,974 Non-current assets 868,671 3,955 — 872,626 Total assets $ 1,138,861 $ 26,294 $ (2,555 ) $ 1,162,600 Current liabilities $ 241,347 $ 22,135 $ (2,222 ) $ 261,260 Non-current liabilities 1,210,214 311 — 1,210,525 Total liabilities 1,451,561 22,446 (2,222 ) 1,471,785 Total stockholders’ deficit (312,700 ) — (333 ) (313,033 ) Noncontrolling interest — 3,848 — 3,848 Total liabilities and stockholders’ deficit $ 1,138,861 $ 26,294 $ (2,555 ) $ 1,162,600 January 30, 2016 Balance Before VIEs Eliminations As 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 875,071 4,950 — 880,021 Total assets $ 1,116,114 $ 25,795 $ (1,433 ) $ 1,140,476 Current liabilities $ 217,596 $ 14,618 $ (1,162 ) $ 231,052 Non-current liabilities 1,246,849 463 — 1,247,312 Total liabilities 1,464,445 15,081 (1,162 ) 1,478,364 Total stockholders’ deficit (348,331 ) — (271 ) (348,602 ) Noncontrolling interest — 10,714 — 10,714 Total liabilities and stockholders’ deficit $ 1,116,114 $ 25,795 $ (1,433 ) $ 1,140,476 May 2, 2015 Balance Before VIEs Eliminations As Reported Cash and cash equivalents $ 12,513 $ 9,850 $ — $ 22,363 Other current assets 257,220 7,920 (2,134 ) 263,006 Total current assets 269,733 17,770 (2,134 ) 285,369 Non-current assets 894,518 5,095 — 899,613 Total assets $ 1,164,251 $ 22,865 $ (2,134 ) $ 1,184,982 Current liabilities $ 244,625 $ 11,840 $ (1,805 ) $ 254,660 Non-current liabilities 1,282,642 485 — 1,283,127 Total liabilities 1,527,267 12,325 (1,805 ) 1,537,787 Total stockholders’ deficit (363,016 ) — (329 ) (363,345 ) Noncontrolling interest — 10,540 — 10,540 Total liabilities and stockholders’ deficit $ 1,164,251 $ 22,865 $ (2,134 ) $ 1,184,982 |
Condensed Guarantor Data
Condensed Guarantor Data | 3 Months Ended |
Apr. 30, 2016 | |
Condensed Guarantor Data | 18. Condensed Guarantor Data The Company’s 100%-owned domestic subsidiaries have fully and unconditionally guaranteed the Notes, subject to the customary automatic release provisions described above (see Note 6). The following condensed consolidating financial information presents the results of operations, comprehensive income (loss), financial position and cash flows of The Gymboree Corporation and the guarantor and non-guarantor subsidiaries. The VIEs financial results are included in those of the non-guarantor subsidiaries. Intercompany transactions are eliminated. THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 13 WEEKS ENDED APRIL 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net sales: Retail $ 696 $ 264,815 $ 11,813 $ (6,048 ) $ 271,276 Gymboree Play & Music — 1,954 8,140 — 10,094 Retail Franchise — 3,671 — — 3,671 Intercompany revenue 13,919 8,365 1,011 (23,295 ) — Total net sales 14,615 278,805 20,964 (29,343 ) 285,041 Cost of goods sold, including buying and occupancy expenses (1,765 ) (161,700 ) (12,086 ) 6,966 (168,585 ) Gross profit 12,850 117,105 8,878 (22,377 ) 116,456 Selling, general and administrative expenses (21,331 ) (105,089 ) (9,845 ) 22,233 (114,032 ) Operating (loss) income (8,481 ) 12,016 (967 ) (144 ) 2,424 Interest income — 1 104 — 105 Interest expense (19,389 ) (418 ) — — (19,807 ) Gain on extinguishment of debt 48,804 — — — 48,804 Other income (expense), net 73 (193 ) 232 — 112 Income (loss) before income taxes 21,007 11,406 (631 ) (144 ) 31,638 Income tax benefit (expense) 8,369 (7,971 ) (1,095 ) — (697 ) Equity in earnings of affiliates, net of tax 3,470 — — (3,470 ) — Net income (loss) 32,846 3,435 (1,726 ) (3,614 ) 30,941 Net loss attributable to noncontrolling interest — — 1,905 — 1,905 Net income attributable to The Gymboree Corporation $ 32,846 $ 3,435 $ 179 $ (3,614 ) $ 32,846 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 13 WEEKS ENDED MAY 2, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net sales: Retail $ 405 $ 256,083 $ 11,220 $ (5,976 ) $ 261,732 Gymboree Play & Music — 1,845 6,803 — 8,648 Retail Franchise — 5,689 — — 5,689 Intercompany revenue 15,325 2,981 — (18,306 ) — Total net sales 15,730 266,598 18,023 (24,282 ) 276,069 Cost of goods sold, including buying and occupancy expenses (2,157 ) (165,573 ) (9,935 ) 6,953 (170,712 ) Gross profit 13,573 101,025 8,088 (17,329 ) 105,357 Selling, general and administrative expenses (15,535 ) (97,266 ) (9,003 ) 17,094 (104,710 ) Operating (loss) income (1,962 ) 3,759 (915 ) (235 ) 647 Interest income — 3 16 — 19 Interest expense (21,000 ) (76 ) — — (21,076 ) Other expense, net (8 ) (76 ) (26 ) — (110 ) (Loss) income before income taxes (22,970 ) 3,610 (925 ) (235 ) (20,520 ) Income tax benefit (expense) 4,754 (5,745 ) (969 ) — (1,960 ) Equity in earnings of affiliates, net of tax (4,809 ) — — 4,809 — Net loss (23,025 ) (2,135 ) (1,894 ) 4,574 (22,480 ) Net loss attributable to noncontrolling interest — — (545 ) — (545 ) Net loss attributable to The Gymboree Corporation $ (23,025 ) $ (2,135 ) $ (2,439 ) $ 4,574 $ (23,025 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE 13 WEEKS ENDED APRIL 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net income (loss) $ 32,846 $ 3,435 $ (1,726 ) $ (3,614 ) $ 30,941 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments 1,471 — 1,636 (1,472 ) 1,635 Unrealized net gain (loss) on cash flow hedges, net of tax 630 — (552 ) 552 630 Total other comprehensive income, net of tax 2,101 — 1,084 (920 ) 2,265 Comprehensive income (loss) 34,947 3,435 (642 ) (4,534 ) 33,206 Comprehensive loss attributable to noncontrolling interest — 1,741 — 1,741 Comprehensive income attributable to The Gymboree Corporation $ 34,947 $ 3,435 $ 1,099 $ (4,534 ) $ 34,947 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE 13 WEEKS ENDED MAY 2, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net loss $ (23,025 ) $ (2,135 ) $ (1,894 ) $ 4,574 $ (22,480 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments 889 — 950 (883 ) 956 Unrealized net gain (loss) on cash flow hedges, net of tax 261 — (311 ) 311 261 Total other comprehensive income, net of tax 1,150 — 639 (572 ) 1,217 Comprehensive loss (21,875 ) (2,135 ) (1,255 ) 4,002 (21,263 ) Comprehensive income attributable to noncontrolling interest — — (612 ) — (612 ) Comprehensive loss attributable to The Gymboree Corporation $ (21,875 ) $ (2,135 ) $ (1,867 ) $ 4,002 $ (21,875 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) April 30, 2016 The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 39,730 $ 5,328 $ 17,110 $ — $ 62,168 Accounts receivable, net of allowance 1,784 15,590 3,459 — 20,833 Merchandise inventories — 190,386 8,978 (746 ) 198,618 Prepaid income taxes 1,511 804 178 — 2,493 Prepaid expenses 2,885 1,180 1,797 — 5,862 Intercompany receivable 2,017 695,837 — (697,854 ) — Total current assets 47,927 909,125 31,522 (698,600 ) 289,974 Property and equipment, net 15,723 126,538 8,679 — 150,940 Goodwill — 363,207 10,638 — 373,845 Other intangible assets, net — 340,470 40 — 340,510 Other assets 2,392 1,663 3,896 (620 ) 7,331 Investment in subsidiaries 1,415,164 — — (1,415,164 ) — Total assets $ 1,481,206 $ 1,741,003 $ 54,775 $ (2,114,384 ) $ 1,162,600 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable $ 5,435 $ 87,906 $ 821 $ — $ 94,162 Accrued and other current liabilities 29,196 71,466 20,936 — 121,598 Line of credit borrowings 43,000 — — — 43,000 Current portion of long-term debt 2,500 — — — 2,500 Current obligation under capital lease — — — — — Intercompany payable 691,292 — 7,308 (698,600 ) — Total current liabilities 771,423 159,372 29,065 (698,600 ) 261,260 Long-term liabilities: Long-term debt, net of current portion 1,010,565 144 — — 1,010,709 Long-term sale-leaseback financing liability, net — 25,545 — — 25,545 Long-term obligation under capital lease — — — — — Lease incentives and other liabilities 2,908 43,298 4,498 — 50,704 Deferred income taxes 9,343 114,844 — (620 ) 123,567 Total liabilities 1,794,239 343,203 33,563 (699,220 ) 1,471,785 Total stockholders’ (deficit) equity (313,033 ) 1,397,800 17,364 (1,415,164 ) (313,033 ) Noncontrolling interest — — 3,848 — 3,848 Total liabilities and stockholders’ (deficit) equity $ 1,481,206 $ 1,741,003 $ 54,775 $ (2,114,384 ) $ 1,162,600 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) January 30, 2016 The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries 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 Other assets 2,899 1,200 4,107 (411 ) 7,795 Investment in subsidiaries 1,410,631 — — (1,410,631 ) — Total assets $ 1,433,973 $ 1,740,452 $ 53,005 $ (2,086,954 ) $ 1,140,476 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable $ 10,065 $ 97,665 $ 1,463 $ — $ 109,193 Accrued and other current 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, net 1,040,506 — — — 1,040,506 Long-term sale-leaseback financing liability, net — 25,578 — — 25,578 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 1,782,575 346,088 26,024 (676,323 ) 1,478,364 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 $ 1,433,973 $ 1,740,452 $ 53,005 $ (2,086,954 ) $ 1,140,476 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) May 2, 2015 The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,564 $ 4,557 $ 16,242 $ — $ 22,363 Accounts receivable, net of allowance 892 21,996 2,627 — 25,515 Merchandise inventories — 201,010 8,642 (744 ) 208,908 Prepaid income taxes 1,860 427 472 — 2,759 Prepaid expenses 2,468 14,727 1,366 — 18,561 Deferred income taxes — 15,992 804 (9,533 ) 7,263 Intercompany receivable 5,035 596,966 — (602,001 ) — Total current assets 11,819 855,675 30,153 (612,278 ) 285,369 Property and equipment, net 11,965 153,567 10,868 — 176,400 Goodwill — 362,021 12,287 — 374,308 Other intangible assets, net — 342,662 154 — 342,816 Other assets 7,799 1,254 3,856 (6,820 ) 6,089 Investment in subsidiaries 1,404,444 — — (1,404,444 ) — Total assets $ 1,436,027 $ 1,715,179 $ 57,318 $ (2,023,542 ) $ 1,184,982 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable $ 19,712 $ 84,613 $ 1,101 $ — $ 105,426 Accrued and other current liabilities 32,954 62,429 11,163 123 106,669 Deferred income taxes 9,656 — — (9,656 ) — Line of credit borrowings 42,000 — — — 42,000 Current obligation under capital lease — 565 — — 565 Intercompany payable 597,708 — 5,037 (602,745 ) — Total current liabilities 702,030 147,607 17,301 (612,278 ) 254,660 Long-term liabilities: Long-term debt, net 1,092,549 — — — 1,092,549 Long-term obligation under capital lease, net — 2,704 — — 2,704 Lease incentives and other liabilities 4,793 48,485 4,731 — 58,009 Deferred income taxes — 136,668 17 (6,820 ) 129,865 Total liabilities 1,799,372 335,464 22,049 (619,098 ) 1,537,787 Total stockholders’ (deficit) equity (363,345 ) 1,379,715 24,729 (1,404,444 ) (363,345 ) Noncontrolling interest — — 10,540 — 10,540 Total liabilities and stockholders’ (deficit) equity $ 1,436,027 $ 1,715,179 $ 57,318 $ (2,023,542 ) $ 1,184,982 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE 13 WEEKS ENDED APRIL 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (29,661 ) $ 32,193 $ (280 ) $ — $ 2,252 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (1,633 ) (2,087 ) 129 — (3,591 ) Receipt of related party loan receivable — — 1,741 — 1,741 Intercompany transfers (2,017 ) (27,733 ) 1,376 28,374 — Other — 1 — — 1 Net cash (used in) provided by investing activities (3,650 ) (29,819 ) 3,246 28,374 (1,849 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers 28,061 — 313 (28,374 ) — Proceeds from ABL facility 152,000 — — — 152,000 Payments on ABL facility (128,000 ) — — — (128,000 ) Proceeds from ABL term loan 50,000 — — — 50,000 Payments for deferred financing costs (3,804 ) — — — (3,804 ) Repurchase of notes (26,198 ) — — — (26,198 ) Payments on capital lease and sale-leaseback financing liability — (47 ) — — (47 ) Dividend payment by VIE to its parent — — (512 ) — (512 ) Net cash provided by (used in) financing activities 72,059 (47 ) (199 ) (28,374 ) 43,439 Effect of exchange rate fluctuations on cash and cash equivalents — — 162 — 162 Net increase in cash and cash equivalents 38,748 2,327 2,929 — 44,004 CASH AND CASH EQUIVALENTS: Beginning of Period 982 3,001 14,181 — 18,164 End of Period $ 39,730 $ 5,328 $ 17,110 $ — $ 62,168 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE 13 WEEKS ENDED MAY 2, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash used in operating activities $ (1,611 ) $ (784 ) $ (244 ) $ — $ (2,639 ) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (291 ) (2,052 ) (797 ) — (3,140 ) Proceeds from sale of assets — — 353 — 353 Intercompany transfers (1,565 ) 5,047 720 (4,202 ) — Other — (3 ) 11 — 8 Net cash (used in) provided by investing activities (1,856 ) 2,992 287 (4,202 ) (2,779 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers (5,658 ) (720 ) 2,176 4,202 — Proceeds from ABL facility 130,000 — — — 130,000 Payments on ABL facility (121,000 ) — — — (121,000 ) Payments on capital lease — (133 ) — — (133 ) Net cash provided by (used in) financing activities 3,342 (853 ) 2,176 4,202 8,867 Effect of exchange rate fluctuations on cash and cash equivalents — — 394 — 394 Net (decrease) increase in cash and cash equivalents (125 ) 1,355 2,613 — 3,843 CASH AND CASH EQUIVALENTS: Beginning of Period 1,689 3,202 13,629 — 18,520 End of Period $ 1,564 $ 4,557 $ 16,242 $ — $ 22,363 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 30, 2016 | |
Basis of Presentation | Basis of Presentation The unaudited interim condensed consolidated financial statements, which include The Gymboree Corporation (the “Company,” “we” or “us”) and our 100%-owned subsidiaries, as well as Gymboree (China) Commercial and Trading Co. Ltd. (“Gymboree China”) and Gymboree (Tianjin) Educational Information Consultation Co. Ltd. (“Gymboree Tianjin”) (collectively, the “VIEs”), have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with generally accepted accounting principles have been omitted. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our annual report on Form 10-K for the fiscal year ended January 30, 2016 filed with the Securities and Exchange Commission on April 28, 2016. The accompanying condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present fairly our financial position, results of operations, comprehensive income (loss) and cash flows for the periods presented. The results of operations for the 13 weeks ended April 30, 2016 (“first quarter of fiscal 2016”) are not necessarily indicative of the operating results that may be expected for the 52-week period ending January 28, 2017 (“fiscal 2016”) or any future period. Certain reclassifications have been made to the condensed consolidated balance sheets as of January 30, 2016 and May 2, 2015 as a result of our adoption of the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs effective during the first quarter of fiscal 2016 (see Note 2). |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In March 2016, the FASB issued ASU No. 2016-09, Compensation-stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which simplifies the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows, among others. This ASU will be applied prospectively and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. We have not yet determined the impact of the new standard on our condensed consolidated financial statements. In February 2016, the FASB issued 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 condensed consolidated financial statements due to the substantial number of leases that we have. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which requires all inventory to be measured at the lower of cost and net realizable value, except for inventory that is accounted for using the last-in, first-out (LIFO) or the retail inventory method which will be measured under existing accounting standards. This ASU would be applied prospectively and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. We have not yet determined the impact of the new standard on our condensed consolidated financial statements. In 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 guidance in Update 2015-03 does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. In August 2015, the FASB issued ASU No. 2015-15, Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which adds SEC paragraphs about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. Accordingly, the SEC staff would not object to the deferral and presentation of debt issuance costs related to line-of-credit arrangements as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The amendments do not affect the current guidance on the recognition and measurement of debt issuance costs. Effective during the first quarter of fiscal 2016, we adopted ASU 2015-03 and applied the provisions retrospectively to all prior periods. As a result of this adoption, the unamortized debt issuance costs associated with our long-term debt and long-term sale-leaseback financing liability are presented as an offset against the long-term debt and long-term sale-leaseback financing liability in the accompanying condensed consolidated balance sheets. The unamortized debt issuance costs associated with our line of credit under our ABL Revolving Credit Facility are included in other assets in the accompanying condensed consolidated balance sheets. The unamortized debt issuance costs associated with our long-term debt and long-term sale-leaseback financing liability, which amounted to $16.3 million and $21.6 million as of January 30, 2016 and May 2, 2015, respectively, were reclassified from being a component of our total assets to a reduction of our long-term debt and long-term sale-leaseback financing liability in the accompanying condensed consolidated balance sheets and in Notes 16, 17, and 18. Below is a summary of the changes made in the accompanying condensed consolidated balance sheets as of January 30, 2016 and May 2, 2015 due to the reclassification of the unamortized debt issuance costs (in thousands): January 30, 2016 May 2, 2015 As Reported Reclassification As Restated As Reported Reclassification As Restated ASSETS: Deferred financing costs $ 19,019 $ (19,019 ) $ — $ 23,984 $ (23,984 ) $ — Other assets $ 5,044 $ 2,751 $ 7,795 $ 3,683 $ 2,406 $ 6,089 Total assets $ 1,156,744 $ (16,268 ) $ 1,140,476 $ 1,206,560 $ (21,578 ) $ 1,184,982 LIABILITIES AND STOCKHOLDERS’ DEFICIT: Long-term debt, net $ 1,055,945 $ (15,439 ) $ 1,040,506 $ 1,114,127 $ (21,578 ) $ 1,092,549 Long-term sale-leaseback financing liability, net $ 26,407 $ (829 ) $ 25,578 $ — $ — $ — Total liabilities $ 1,494,632 $ (16,268 ) $ 1,478,364 $ 1,559,365 $ (21,578 ) $ 1,537,787 Total liabilities and stockholders’ deficit $ 1,156,744 $ (16,268 ) $ 1,140,476 $ 1,206,560 $ (21,578 ) $ 1,184,982 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). Effective during the first quarter of fiscal 2016, we adopted this ASU and determined that it had no impact on our condensed consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, to provide guidance on principles and definitions to reduce diversity in the timing and content of disclosures when evaluating whether there is substantial doubt about an organization’s ability to continue as a going concern. This ASU is effective in the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter, with early adoption permitted. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, to clarify the principles of recognizing revenue and create common revenue recognition guidance between U.S. generally accepted accounting principles and International Financial Reporting Standards. This ASU is effective for fiscal years and interim periods within those years, beginning after December 15, 2016, and is to be applied either retrospectively to each prior reporting period presented or with the cumulative effect recognized at the date of initial adoption as an adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets). In April 2015, the FASB proposed a deferral of this ASU’s effective date by one year, to December 15, 2017. The proposed deferral allows early adoption at the original effective date. We have not yet determined the impact of the new standard on our condensed consolidated financial statements. |
Recently Issued Accounting St26
Recently Issued Accounting Standards (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Summary of Changes Made in Accompanying Condensed Consolidated Balance Sheets due to Reclassification of Unamortized Debt Issuance Costs | Below is a summary of the changes made in the accompanying condensed consolidated balance sheets as of January 30, 2016 and May 2, 2015 due to the reclassification of the unamortized debt issuance costs (in thousands): January 30, 2016 May 2, 2015 As Reported Reclassification As Restated As Reported Reclassification As Restated ASSETS: Deferred financing costs $ 19,019 $ (19,019 ) $ — $ 23,984 $ (23,984 ) $ — Other assets $ 5,044 $ 2,751 $ 7,795 $ 3,683 $ 2,406 $ 6,089 Total assets $ 1,156,744 $ (16,268 ) $ 1,140,476 $ 1,206,560 $ (21,578 ) $ 1,184,982 LIABILITIES AND STOCKHOLDERS’ DEFICIT: Long-term debt, net $ 1,055,945 $ (15,439 ) $ 1,040,506 $ 1,114,127 $ (21,578 ) $ 1,092,549 Long-term sale-leaseback financing liability, net $ 26,407 $ (829 ) $ 25,578 $ — $ — $ — Total liabilities $ 1,494,632 $ (16,268 ) $ 1,478,364 $ 1,559,365 $ (21,578 ) $ 1,537,787 Total liabilities and stockholders’ deficit $ 1,156,744 $ (16,268 ) $ 1,140,476 $ 1,206,560 $ (21,578 ) $ 1,184,982 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Apr. 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 April 30, 2016, January 30, 2016 and May 2, 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 the 13 weeks ended April 30, 2016 and May 2, 2015, or for the year ended January 30, 2016. April 30, 2016 Quoted Prices in Significant Other Significant (Level 1) (Level 2) (Level 3) Total Fair Value Assets Money market funds $ 38,560 $ — $ — $ 38,560 Total $ 38,560 $ — $ — $ 38,560 Liabilities Forward foreign exchange contracts $ — $ 391 $ — $ 391 Total $ — $ 391 $ — $ 391 January 30, 2016 Quoted Prices in Significant Other Significant (Level 1) (Level 2) (Level 3) Total Fair Value Liabilities Forward foreign exchange contracts $ — $ 145 $ — $ 145 Total $ — $ 145 $ — $ 145 May 2, 2015 Quoted Prices in Significant Other Significant (Level 1) (Level 2) (Level 3) Total Fair Value Assets Interest rate caps $ — $ 9 $ — $ 9 Total $ — $ 9 $ — $ 9 Liabilities Forward foreign exchange contracts $ — $ 55 $ — $ 55 Total $ — $ 55 $ — $ 55 |
Estimated Fair Value of Long-Term Debt | The estimated fair value of long-term debt is as follows (in thousands): April 30, 2016 January 30, 2016 May 2, 2015 Carrying Fair Value Carrying Fair Value Carrying Fair Value Term loan $ 769,102 $ 592,209 $ 769,102 $ 399,933 $ 769,102 $ 611,436 Notes 210,620 104,257 287,575 71,894 346,000 166,080 ABL term loan 50,000 50,000 — — — — Less unamortized discount and deferred financing costs (16,513 ) — (16,171 ) — (22,553 ) — Total $ 1,013,209 $ 746,466 $ 1,040,506 $ 471,827 $ 1,092,549 $ 777,516 |
Goodwill and Intangible Asset28
Goodwill and Intangible Assets and Liabilities (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Goodwill Allocated to Reportable Segments | Goodwill allocated to our reportable segments as of April 30, 2016, January 30, 2016 and May 2, 2015 is as follows (in thousands): Retail Stores Gymboree Play International Retail Total Balance as of April 30, 2016 Goodwill $ 887,241 $ 16,389 $ 23,636 $ 927,266 Accumulated impairment losses (547,285 ) — — (547,285 ) Effect of exchange rate fluctuations (6,136 ) — — (6,136 ) $ 333,820 $ 16,389 $ 23,636 $ 373,845 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 May 2, 2015 Goodwill $ 887,241 $ 16,389 $ 23,636 $ 927,266 Accumulated impairment losses (547,285 ) — — (547,285 ) Effect of exchange rate fluctuations (5,673 ) — — (5,673 ) $ 334,283 $ 16,389 $ 23,636 $ 374,308 |
Intangible Assets and Liabilities | Intangible assets and liabilities consist of the following (in thousands): April 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 (2,596 ) — 839 Co-branded credit card agreement 4,000 (3,342 ) — 658 Franchise agreements and reacquired franchise rights 6,625 (5,024 ) — 1,601 14,060 (10,962 ) — 3,098 Total other intangible assets $ 581,072 $ (10,962 ) $ (229,600 ) $ 340,510 Intangible Liabilities Subject to Amortization: Above market leases (included in Lease incentives and other liabilities) $ (10,461 ) $ 7,789 $ — $ (2,672 ) 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 ) May 2, 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 (688 ) — 82 Below market leases 4,839 (3,319 ) — 1,520 Co-branded credit card agreement 4,000 (2,727 ) — 1,273 Franchise agreements and reacquired franchise rights 6,625 (4,096 ) — 2,529 16,234 (10,830 ) — 5,404 Total other intangible assets $ 583,246 $ (10,830 ) $ (229,600 ) $ 342,816 Intangible Liabilities Subject to Amortization: Above market leases (included in Lease incentives and other liabilities) $ (11,400 ) $ 7,196 $ — $ (4,204 ) |
Net Amortization Income (Expense) | Net amortization income (expense) is presented below for the periods ended (in thousands): 13 Weeks Ended 13 Weeks Ended May 2, 2015 Cost of goods sold - Amortization income $ 238 $ 133 Selling, general and administrative expenses - Amortization expense $ (385 ) $ (468 ) |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Long-Term Debt | Long-term debt consists of (in thousands): April 30, 2016 January 30, 2016 May 2, 2015 Term loan due February 2018, Adjusted LIBOR (with a floor of 1.5%) plus 3.5% Principal amount $ 769,102 $ 769,102 $ 769,102 Less unamortized discount (6,973 ) (7,873 ) (10,497 ) Less unamortized deferred financing costs (649 ) (732 ) (975 ) Term loan, net of unamortized discount and deferred financing costs 761,480 760,497 757,630 Senior notes due December 2018, 9.125% Principal amount 210,620 287,575 346,000 Less unamortized deferred financing costs (5,143 ) (7,566 ) (11,081 ) Senior notes, net of unamortized deferred financing costs 205,477 280,009 334,919 ABL term loan due December 2017, LIBOR plus 10.25% Principal amount 50,000 — — Less unamortized deferred financing costs (3,748 ) — — ABL term loan, net of unamortized deferred financing costs 46,252 — — Total long-term debt, net of unamortized discount and deferred financing costs 1,013,209 1,040,506 1,092,549 Less current portion of ABL Term Loan (2,500 ) — — Long-term portion of long-term debt, net of unamortized discount and deferred financing costs $ 1,010,709 $ 1,040,506 $ 1,092,549 |
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 2015 102.281 % 2016 and thereafter 100.000 % |
Scheduled Future Minimum Principal Payments on Long-Term Debt, Excluding Amortization of Deferred Financing Costs and Accretion of Original Issue Discount | Future minimum principal payments on long-term debt, excluding amortization of deferred financing costs of $15.9 million and accretion of original issue discount (“OID”) of $0.6 million and as of April 30, 2016, are as follows (in thousands): Fiscal years Principal Payments Remainder of 2016 $ 1,875 2017 54,627 2018 973,220 Total $ 1,029,722 |
Sale-leaseback of Dixon Distr30
Sale-leaseback of Dixon Distribution Center (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Future Payments on Sale-Leaseback Financing Liability, Excluding Renewals | As of April 30, 2016, future payments on the sale-leaseback financing liability, excluding renewals, are as follows (in thousands): Fiscal years Payments Remainder of 2016 $ 1,354 2017 1,822 2018 1,845 2019 1,868 2020 1,891 2021 1,915 Thereafter 29,452 Total payments 40,147 Less amount representing interest (13,578 ) Less unamortized deferred financing costs (807 ) Total sale-leaseback financing liability, net of unamortized deferred financing costs 25,762 Less current portion of sale-leaseback financing liability included in accrued liabilities (217 ) Long-term portion of sale-leaseback financing liability, net of unamortized deferred financing costs $ 25,545 |
Derivative Financial Instrume31
Derivative Financial Instruments (Tables) | 3 Months Ended |
Apr. 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 condensed consolidated balance sheets (in thousands) (see Note 3). April 30, 2016 January 30, 2016 May 2, 2015 Derivative Derivative Derivative Derivative Other Assets Purchased interest rate caps $ — $ — $ 9 $ — Total $ — $ — $ 9 $ — Accrued Liabilities Forward foreign exchange contracts $ 391 $ 145 $ — $ 55 Total $ 391 $ 145 $ — $ 55 |
Effect of Derivative Financial Instruments on Condensed Consolidated Statements of Operations and Comprehensive income (Loss) | The tables below present the effect of all of our derivative financial instruments on the condensed consolidated statements of operations and comprehensive income (loss) (in thousands). No amounts were reclassified from accumulated other comprehensive loss (OCI) into earnings as a result of forecasted transactions that failed to occur or as a result of hedge ineffectiveness (see Note 13). 13 Weeks Ended April 30, 2016 Gains / (Losses) Location of Gains Gains / (Losses) Income (Effective Interest rate caps $ — Interest expense $ (1,183 ) Forward foreign exchange contracts (491 ) Cost of goods sold 62 Total $ (491 ) $ (1,121 ) 13 Weeks Ended May 2, 2015 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (8 ) Interest expense $ (778 ) Forward foreign exchange contracts (146 ) Cost of goods sold 165 Total $ (154 ) $ (613 ) |
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): April 30, 2016 January 30, 2016 May 2, 2015 Number of Notional Number of Notional Number of Notional Interest rate derivatives Purchased interest rate caps 4 $ 700,000 4 $ 700,000 4 $ 700,000 Foreign exchange derivatives Forward foreign exchange contracts 3 2,694 6 5,492 3 2,343 Total 7 $ 702,694 10 $ 705,492 7 $ 702,343 |
Accumulated Other Comprehensi32
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Components of Accumulated OCI, net of Taxes | The following table shows the components of accumulated other comprehensive loss (“OCI”), net of tax, for the periods ended (in thousands): April 30, 2016 January 30, 2016 May 2, 2015 Foreign currency translation $ (7,765 ) $ (9,236 ) $ (6,154 ) Accumulated changes in fair value of derivative financial instruments, net of tax (956 ) (1,586 ) (3,927 ) Total accumulated other comprehensive loss $ (8,721 ) $ (10,822 ) $ (10,081 ) |
Changes in Accumulated OCI Balance by Component | Changes in the accumulated OCI balance by component were as follows as of and for the periods ended (in thousands): 13 Weeks Ended April 30, 2016 Derivatives Foreign Total Accumulated Beginning balance $ (1,586 ) $ (9,236 ) $ (10,822 ) Other comprehensive (loss) income recognized before reclassifications (491 ) 1,635 1,144 Amounts reclassified from accumulated other comprehensive loss to earnings 1,121 — 1,121 Tax expense — — — Net current-period other comprehensive income 630 1,635 2,265 Other comprehensive income attributable to noncontrolling interest — (164 ) (164 ) Ending balance $ (956 ) $ (7,765 ) $ (8,721 ) Year Ended January 30, 2016 Derivatives Foreign Total Accumulated 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 ) 13 Weeks Ended May 2, 2015 Derivatives Foreign Total Accumulated Beginning balance $ (4,188 ) $ (7,043 ) $ (11,231 ) Other comprehensive (loss) income recognized before reclassifications (154 ) 956 802 Amounts reclassified from accumulated other comprehensive loss to earnings 613 — 613 Tax expense (198 ) — (198 ) Net current-period other comprehensive income 261 956 1,217 Other comprehensive income attributable to noncontrolling interest — (67 ) (67 ) Ending balance $ (3,927 ) $ (6,154 ) $ (10,081 ) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Apr. 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 periods ended (in thousands): 13 Weeks Ended April 30, 2016 Retail Gymboree International Retail VIEs Intersegment Total Net sales $ 269,069 $ 4,518 $ 3,844 $ 10,347 $ (2,737 ) $ 285,041 Gross Profit $ 107,561 $ 3,064 $ 2,232 $ 5,324 $ (1,725 ) $ 116,456 13 Weeks Ended May 2, 2015 Retail Gymboree International Retail VIEs Intersegment Total Net sales $ 259,924 $ 4,357 $ 5,857 $ 8,611 $ (2,680 ) $ 276,069 Gross Profit $ 94,575 $ 2,774 $ 3,227 $ 6,384 $ (1,603 ) $ 105,357 |
Intersegment Revenues for Each Reportable Segment | Net retail sales of the retail stores segment by brand and the VIE were as follows for the periods ended (in thousands): Gymboree (1) Janie and Jack Crazy 8 Total VIE Total 13 weeks ended April 30, 2016 $ 170,070 $ 34,985 $ 64,014 $ 269,069 $ 2,207 $ 271,276 13 weeks ended May 2, 2015 $ 160,121 $ 33,573 $ 66,230 $ 259,924 $ 1,808 $ 261,732 (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 periods ended (in thousands): Total Assets Retail Stores Gymboree International Retail VIEs Intersegment Total April 30, 2016 $ 1,051,758 $ 60,236 $ 26,867 $ 26,294 $ (2,555 ) $ 1,162,600 January 30, 2016 $ 1,027,622 $ 59,701 $ 28,791 $ 25,795 $ (1,433 ) $ 1,140,476 May 2, 2015 $ 1,074,311 $ 59,916 $ 30,024 $ 22,865 $ (2,134 ) $ 1,184,982 |
Net Sales and Property and Equipment, Net of Each Geographical Areas | Net sales of our two geographical areas, United States and International, were as follows for the periods ended (in thousands): 13 Weeks Ended 13 Weeks Ended United States $ 265,711 $ 258,582 International 19,330 17,487 Total $ 285,041 $ 276,069 Property and equipment, net, of our two geographical areas were as follows as of the periods ended (in thousands): April 30, 2016 January 30, 2016 May 2, 2015 United States $ 142,740 $ 150,037 $ 166,121 International 8,200 8,441 10,279 Total $ 150,940 $ 158,478 $ 176,400 |
Intersegment elimination | |
Intersegment Revenues for Each Reportable Segment | Intersegment revenues for each reportable segment were as follows for the periods ended (in thousands): Intersegment Revenues Retail Gymboree International Retail VIEs Total 13 weeks ended April 30, 2016 $ — $ 2,564 $ 173 $ — $ 2,737 13 weeks ended May 2, 2015 $ — $ 2,512 $ 168 $ — $ 2,680 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Apr. 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 13 weeks ended April 30, 2016 and May 2, 2015 and the condensed consolidated balance sheets as of April 30, 2016, January 30, 2016 and May 2, 2015 (in thousands): THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (In thousands) 13 Weeks Ended April 30, 2016 Balance Before VIEs Eliminations As Net sales $ 277,431 $ 10,347 $ (2,737 ) $ 285,041 Cost of goods sold, including buying and occupancy expenses (164,574 ) (5,023 ) 1,012 (168,585 ) Selling, general and administrative expenses (109,145 ) (6,546 ) 1,659 (114,032 ) Operating income (loss) 3,712 (1,222 ) (66 ) 2,424 Other non operating income (expense) 28,880 334 — 29,214 Income (loss) before income taxes 32,592 (888 ) (66 ) 31,638 Income tax benefit (expense) 320 (1,017 ) — (697 ) Net income (loss) 32,912 (1,905 ) (66 ) 30,941 Net loss attributable to noncontrolling interest — 1,905 — 1,905 Net income attributable to The Gymboree Corporation $ 32,912 $ — $ (66 ) $ 32,846 13 Weeks Ended May 2, 2015 Balance Before VIEs Eliminations As Net sales $ 270,138 $ 8,611 $ (2,680 ) $ 276,069 Cost of goods sold, including buying and occupancy expenses (169,562 ) (2,227 ) 1,077 (170,712 ) Selling, general and administrative expenses (100,988 ) (5,173 ) 1,451 (104,710 ) Operating (loss) income (412 ) 1,211 (152 ) 647 Other non-operating expense (21,157 ) (10 ) — (21,167 ) (Loss) income before income taxes (21,569 ) 1,201 (152 ) (20,520 ) Income tax expense (1,304 ) (656 ) — (1,960 ) Net (loss) income (22,873 ) 545 (152 ) (22,480 ) Net income attributable to noncontrolling interest — (545 ) — (545 ) Net loss attributable to The Gymboree Corporation $ (22,873 ) $ — $ (152 ) $ (23,025 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) April 30, 2016 Balance Before VIEs Eliminations As Reported Cash and cash equivalents $ 49,637 $ 12,531 $ — $ 62,168 Other current assets 220,553 9,808 (2,555 ) 227,806 Total current assets 270,190 22,339 (2,555 ) 289,974 Non-current assets 868,671 3,955 — 872,626 Total assets $ 1,138,861 $ 26,294 $ (2,555 ) $ 1,162,600 Current liabilities $ 241,347 $ 22,135 $ (2,222 ) $ 261,260 Non-current liabilities 1,210,214 311 — 1,210,525 Total liabilities 1,451,561 22,446 (2,222 ) 1,471,785 Total stockholders’ deficit (312,700 ) — (333 ) (313,033 ) Noncontrolling interest — 3,848 — 3,848 Total liabilities and stockholders’ deficit $ 1,138,861 $ 26,294 $ (2,555 ) $ 1,162,600 January 30, 2016 Balance Before VIEs Eliminations As 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 875,071 4,950 — 880,021 Total assets $ 1,116,114 $ 25,795 $ (1,433 ) $ 1,140,476 Current liabilities $ 217,596 $ 14,618 $ (1,162 ) $ 231,052 Non-current liabilities 1,246,849 463 — 1,247,312 Total liabilities 1,464,445 15,081 (1,162 ) 1,478,364 Total stockholders’ deficit (348,331 ) — (271 ) (348,602 ) Noncontrolling interest — 10,714 — 10,714 Total liabilities and stockholders’ deficit $ 1,116,114 $ 25,795 $ (1,433 ) $ 1,140,476 May 2, 2015 Balance Before VIEs Eliminations As Reported Cash and cash equivalents $ 12,513 $ 9,850 $ — $ 22,363 Other current assets 257,220 7,920 (2,134 ) 263,006 Total current assets 269,733 17,770 (2,134 ) 285,369 Non-current assets 894,518 5,095 — 899,613 Total assets $ 1,164,251 $ 22,865 $ (2,134 ) $ 1,184,982 Current liabilities $ 244,625 $ 11,840 $ (1,805 ) $ 254,660 Non-current liabilities 1,282,642 485 — 1,283,127 Total liabilities 1,527,267 12,325 (1,805 ) 1,537,787 Total stockholders’ deficit (363,016 ) — (329 ) (363,345 ) Noncontrolling interest — 10,540 — 10,540 Total liabilities and stockholders’ deficit $ 1,164,251 $ 22,865 $ (2,134 ) $ 1,184,982 |
Condensed Guarantor Data (Table
Condensed Guarantor Data (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Condensed Consolidating Statements of Operations | THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 13 WEEKS ENDED APRIL 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net sales: Retail $ 696 $ 264,815 $ 11,813 $ (6,048 ) $ 271,276 Gymboree Play & Music — 1,954 8,140 — 10,094 Retail Franchise — 3,671 — — 3,671 Intercompany revenue 13,919 8,365 1,011 (23,295 ) — Total net sales 14,615 278,805 20,964 (29,343 ) 285,041 Cost of goods sold, including buying and occupancy expenses (1,765 ) (161,700 ) (12,086 ) 6,966 (168,585 ) Gross profit 12,850 117,105 8,878 (22,377 ) 116,456 Selling, general and administrative expenses (21,331 ) (105,089 ) (9,845 ) 22,233 (114,032 ) Operating (loss) income (8,481 ) 12,016 (967 ) (144 ) 2,424 Interest income — 1 104 — 105 Interest expense (19,389 ) (418 ) — — (19,807 ) Gain on extinguishment of debt 48,804 — — — 48,804 Other income (expense), net 73 (193 ) 232 — 112 Income (loss) before income taxes 21,007 11,406 (631 ) (144 ) 31,638 Income tax benefit (expense) 8,369 (7,971 ) (1,095 ) — (697 ) Equity in earnings of affiliates, net of tax 3,470 — — (3,470 ) — Net income (loss) 32,846 3,435 (1,726 ) (3,614 ) 30,941 Net loss attributable to noncontrolling interest — — 1,905 — 1,905 Net income attributable to The Gymboree Corporation $ 32,846 $ 3,435 $ 179 $ (3,614 ) $ 32,846 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 13 WEEKS ENDED MAY 2, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net sales: Retail $ 405 $ 256,083 $ 11,220 $ (5,976 ) $ 261,732 Gymboree Play & Music — 1,845 6,803 — 8,648 Retail Franchise — 5,689 — — 5,689 Intercompany revenue 15,325 2,981 — (18,306 ) — Total net sales 15,730 266,598 18,023 (24,282 ) 276,069 Cost of goods sold, including buying and occupancy expenses (2,157 ) (165,573 ) (9,935 ) 6,953 (170,712 ) Gross profit 13,573 101,025 8,088 (17,329 ) 105,357 Selling, general and administrative expenses (15,535 ) (97,266 ) (9,003 ) 17,094 (104,710 ) Operating (loss) income (1,962 ) 3,759 (915 ) (235 ) 647 Interest income — 3 16 — 19 Interest expense (21,000 ) (76 ) — — (21,076 ) Other expense, net (8 ) (76 ) (26 ) — (110 ) (Loss) income before income taxes (22,970 ) 3,610 (925 ) (235 ) (20,520 ) Income tax benefit (expense) 4,754 (5,745 ) (969 ) — (1,960 ) Equity in earnings of affiliates, net of tax (4,809 ) — — 4,809 — Net loss (23,025 ) (2,135 ) (1,894 ) 4,574 (22,480 ) Net loss attributable to noncontrolling interest — — (545 ) — (545 ) Net loss attributable to The Gymboree Corporation $ (23,025 ) $ (2,135 ) $ (2,439 ) $ 4,574 $ (23,025 ) |
Condensed Consolidating Statements of Comprehensive Income (Loss) | THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE 13 WEEKS ENDED APRIL 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net income (loss) $ 32,846 $ 3,435 $ (1,726 ) $ (3,614 ) $ 30,941 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments 1,471 — 1,636 (1,472 ) 1,635 Unrealized net gain (loss) on cash flow hedges, net of tax 630 — (552 ) 552 630 Total other comprehensive income, net of tax 2,101 — 1,084 (920 ) 2,265 Comprehensive income (loss) 34,947 3,435 (642 ) (4,534 ) 33,206 Comprehensive loss attributable to noncontrolling interest — 1,741 — 1,741 Comprehensive income attributable to The Gymboree Corporation $ 34,947 $ 3,435 $ 1,099 $ (4,534 ) $ 34,947 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE 13 WEEKS ENDED MAY 2, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net loss $ (23,025 ) $ (2,135 ) $ (1,894 ) $ 4,574 $ (22,480 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments 889 — 950 (883 ) 956 Unrealized net gain (loss) on cash flow hedges, net of tax 261 — (311 ) 311 261 Total other comprehensive income, net of tax 1,150 — 639 (572 ) 1,217 Comprehensive loss (21,875 ) (2,135 ) (1,255 ) 4,002 (21,263 ) Comprehensive income attributable to noncontrolling interest — — (612 ) — (612 ) Comprehensive loss attributable to The Gymboree Corporation $ (21,875 ) $ (2,135 ) $ (1,867 ) $ 4,002 $ (21,875 ) |
Condensed Consolidating Balance Sheets | THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) April 30, 2016 The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 39,730 $ 5,328 $ 17,110 $ — $ 62,168 Accounts receivable, net of allowance 1,784 15,590 3,459 — 20,833 Merchandise inventories — 190,386 8,978 (746 ) 198,618 Prepaid income taxes 1,511 804 178 — 2,493 Prepaid expenses 2,885 1,180 1,797 — 5,862 Intercompany receivable 2,017 695,837 — (697,854 ) — Total current assets 47,927 909,125 31,522 (698,600 ) 289,974 Property and equipment, net 15,723 126,538 8,679 — 150,940 Goodwill — 363,207 10,638 — 373,845 Other intangible assets, net — 340,470 40 — 340,510 Other assets 2,392 1,663 3,896 (620 ) 7,331 Investment in subsidiaries 1,415,164 — — (1,415,164 ) — Total assets $ 1,481,206 $ 1,741,003 $ 54,775 $ (2,114,384 ) $ 1,162,600 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable $ 5,435 $ 87,906 $ 821 $ — $ 94,162 Accrued and other current liabilities 29,196 71,466 20,936 — 121,598 Line of credit borrowings 43,000 — — — 43,000 Current portion of long-term debt 2,500 — — — 2,500 Current obligation under capital lease — — — — — Intercompany payable 691,292 — 7,308 (698,600 ) — Total current liabilities 771,423 159,372 29,065 (698,600 ) 261,260 Long-term liabilities: Long-term debt, net of current portion 1,010,565 144 — — 1,010,709 Long-term sale-leaseback financing liability, net — 25,545 — — 25,545 Long-term obligation under capital lease — — — — — Lease incentives and other liabilities 2,908 43,298 4,498 — 50,704 Deferred income taxes 9,343 114,844 — (620 ) 123,567 Total liabilities 1,794,239 343,203 33,563 (699,220 ) 1,471,785 Total stockholders’ (deficit) equity (313,033 ) 1,397,800 17,364 (1,415,164 ) (313,033 ) Noncontrolling interest — — 3,848 — 3,848 Total liabilities and stockholders’ (deficit) equity $ 1,481,206 $ 1,741,003 $ 54,775 $ (2,114,384 ) $ 1,162,600 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) January 30, 2016 The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries 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 Other assets 2,899 1,200 4,107 (411 ) 7,795 Investment in subsidiaries 1,410,631 — — (1,410,631 ) — Total assets $ 1,433,973 $ 1,740,452 $ 53,005 $ (2,086,954 ) $ 1,140,476 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable $ 10,065 $ 97,665 $ 1,463 $ — $ 109,193 Accrued and other current 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, net 1,040,506 — — — 1,040,506 Long-term sale-leaseback financing liability, net — 25,578 — — 25,578 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 1,782,575 346,088 26,024 (676,323 ) 1,478,364 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 $ 1,433,973 $ 1,740,452 $ 53,005 $ (2,086,954 ) $ 1,140,476 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) May 2, 2015 The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,564 $ 4,557 $ 16,242 $ — $ 22,363 Accounts receivable, net of allowance 892 21,996 2,627 — 25,515 Merchandise inventories — 201,010 8,642 (744 ) 208,908 Prepaid income taxes 1,860 427 472 — 2,759 Prepaid expenses 2,468 14,727 1,366 — 18,561 Deferred income taxes — 15,992 804 (9,533 ) 7,263 Intercompany receivable 5,035 596,966 — (602,001 ) — Total current assets 11,819 855,675 30,153 (612,278 ) 285,369 Property and equipment, net 11,965 153,567 10,868 — 176,400 Goodwill — 362,021 12,287 — 374,308 Other intangible assets, net — 342,662 154 — 342,816 Other assets 7,799 1,254 3,856 (6,820 ) 6,089 Investment in subsidiaries 1,404,444 — — (1,404,444 ) — Total assets $ 1,436,027 $ 1,715,179 $ 57,318 $ (2,023,542 ) $ 1,184,982 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable $ 19,712 $ 84,613 $ 1,101 $ — $ 105,426 Accrued and other current liabilities 32,954 62,429 11,163 123 106,669 Deferred income taxes 9,656 — — (9,656 ) — Line of credit borrowings 42,000 — — — 42,000 Current obligation under capital lease — 565 — — 565 Intercompany payable 597,708 — 5,037 (602,745 ) — Total current liabilities 702,030 147,607 17,301 (612,278 ) 254,660 Long-term liabilities: Long-term debt, net 1,092,549 — — — 1,092,549 Long-term obligation under capital lease, net — 2,704 — — 2,704 Lease incentives and other liabilities 4,793 48,485 4,731 — 58,009 Deferred income taxes — 136,668 17 (6,820 ) 129,865 Total liabilities 1,799,372 335,464 22,049 (619,098 ) 1,537,787 Total stockholders’ (deficit) equity (363,345 ) 1,379,715 24,729 (1,404,444 ) (363,345 ) Noncontrolling interest — — 10,540 — 10,540 Total liabilities and stockholders’ (deficit) equity $ 1,436,027 $ 1,715,179 $ 57,318 $ (2,023,542 ) $ 1,184,982 |
Condensed Consolidating Statements of Cash Flows | THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE 13 WEEKS ENDED APRIL 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (29,661 ) $ 32,193 $ (280 ) $ — $ 2,252 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (1,633 ) (2,087 ) 129 — (3,591 ) Receipt of related party loan receivable — — 1,741 — 1,741 Intercompany transfers (2,017 ) (27,733 ) 1,376 28,374 — Other — 1 — — 1 Net cash (used in) provided by investing activities (3,650 ) (29,819 ) 3,246 28,374 (1,849 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers 28,061 — 313 (28,374 ) — Proceeds from ABL facility 152,000 — — — 152,000 Payments on ABL facility (128,000 ) — — — (128,000 ) Proceeds from ABL term loan 50,000 — — — 50,000 Payments for deferred financing costs (3,804 ) — — — (3,804 ) Repurchase of notes (26,198 ) — — — (26,198 ) Payments on capital lease and sale-leaseback financing liability — (47 ) — — (47 ) Dividend payment by VIE to its parent — — (512 ) — (512 ) Net cash provided by (used in) financing activities 72,059 (47 ) (199 ) (28,374 ) 43,439 Effect of exchange rate fluctuations on cash and cash equivalents — — 162 — 162 Net increase in cash and cash equivalents 38,748 2,327 2,929 — 44,004 CASH AND CASH EQUIVALENTS: Beginning of Period 982 3,001 14,181 — 18,164 End of Period $ 39,730 $ 5,328 $ 17,110 $ — $ 62,168 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE 13 WEEKS ENDED MAY 2, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash used in operating activities $ (1,611 ) $ (784 ) $ (244 ) $ — $ (2,639 ) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (291 ) (2,052 ) (797 ) — (3,140 ) Proceeds from sale of assets — — 353 — 353 Intercompany transfers (1,565 ) 5,047 720 (4,202 ) — Other — (3 ) 11 — 8 Net cash (used in) provided by investing activities (1,856 ) 2,992 287 (4,202 ) (2,779 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers (5,658 ) (720 ) 2,176 4,202 — Proceeds from ABL facility 130,000 — — — 130,000 Payments on ABL facility (121,000 ) — — — (121,000 ) Payments on capital lease — (133 ) — — (133 ) Net cash provided by (used in) financing activities 3,342 (853 ) 2,176 4,202 8,867 Effect of exchange rate fluctuations on cash and cash equivalents — — 394 — 394 Net (decrease) increase in cash and cash equivalents (125 ) 1,355 2,613 — 3,843 CASH AND CASH EQUIVALENTS: Beginning of Period 1,689 3,202 13,629 — 18,520 End of Period $ 1,564 $ 4,557 $ 16,242 $ — $ 22,363 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) | Apr. 30, 2016 |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |
Percentage of Ownership in Subsidiaries | 100.00% |
Subsidiaries | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |
Percentage of Ownership in Subsidiaries | 100.00% |
Recently Issued Accounting St37
Recently Issued Accounting Standards - Additional Information (Detail) - USD ($) $ in Millions | Jan. 30, 2016 | May 02, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Unamortized debt issuance costs | $ 16.3 | $ 21.6 |
Summary of Changes Made in Acco
Summary of Changes Made in Accompanying Condensed Consolidated Balance Sheets due to Reclassification of Unamortized Debt Issuance Costs (Detail) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May 02, 2015 |
ASSETS: | |||
Deferred financing costs | $ 15,900 | ||
Other assets | 7,331 | $ 7,795 | $ 6,089 |
Total assets | 1,162,600 | 1,140,476 | 1,184,982 |
LIABILITIES AND STOCKHOLDERS' DEFICIT: | |||
Long-term debt, net | 1,010,709 | 1,040,506 | 1,092,549 |
Long-term sale-leaseback financing liability, net | 25,545 | 25,578 | |
Total liabilities | 1,471,785 | 1,478,364 | 1,537,787 |
Total liabilities and stockholders' deficit | $ 1,162,600 | 1,140,476 | 1,184,982 |
Previously Reported | |||
ASSETS: | |||
Deferred financing costs | 19,019 | 23,984 | |
Other assets | 5,044 | 3,683 | |
Total assets | 1,156,744 | 1,206,560 | |
LIABILITIES AND STOCKHOLDERS' DEFICIT: | |||
Long-term debt, net | 1,055,945 | 1,114,127 | |
Long-term sale-leaseback financing liability, net | 26,407 | ||
Total liabilities | 1,494,632 | 1,559,365 | |
Total liabilities and stockholders' deficit | 1,156,744 | 1,206,560 | |
Adjustments | |||
ASSETS: | |||
Deferred financing costs | (19,019) | (23,984) | |
Other assets | 2,751 | 2,406 | |
Total assets | (16,268) | (21,578) | |
LIABILITIES AND STOCKHOLDERS' DEFICIT: | |||
Long-term debt, net | (15,439) | (21,578) | |
Long-term sale-leaseback financing liability, net | (829) | ||
Total liabilities | (16,268) | (21,578) | |
Total liabilities and stockholders' deficit | $ (16,268) | $ (21,578) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2016 | May 02, 2015 | Jan. 30, 2016 | |
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 |
Trade names | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Trade names impairment | 0 | $ 0 | 0 |
Retail Stores | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairment for goodwill | $ 0 | ||
Property, Plant and Equipment | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairment charges | $ 300,000 |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May 02, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets Fair Value | $ 38,560 | $ 9 | |
Liabilities Fair Value | 391 | $ 145 | 55 |
Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets Fair Value | 38,560 | ||
Interest rate caps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets Fair Value | 9 | ||
Forward foreign exchange contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities Fair Value | 391 | 145 | 55 |
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets Fair Value | 38,560 | ||
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets Fair Value | 38,560 | ||
Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets Fair Value | 9 | ||
Liabilities Fair Value | 391 | 145 | 55 |
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 | 9 | ||
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 | $ 391 | $ 145 | $ 55 |
Estimated Fair Value of Long-Te
Estimated Fair Value of Long-Term Debt (Detail) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May 02, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount | $ 1,029,722 | ||
Unamortized discount and deferred financing costs | (16,513) | $ (16,171) | $ (22,553) |
Long term debt, carrying amount | 1,013,209 | 1,040,506 | 1,092,549 |
Fair Value | 746,466 | 471,827 | 777,516 |
Term Loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount | 769,102 | 769,102 | 769,102 |
Fair Value | 592,209 | 399,933 | 611,436 |
Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount | 210,620 | 287,575 | 346,000 |
Fair Value | 104,257 | $ 71,894 | $ 166,080 |
ABL Term Loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Carrying Amount | 50,000 | ||
Fair Value | $ 50,000 |
Goodwill Allocated to Reportabl
Goodwill Allocated to Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 30, 2016 | Jan. 30, 2016 | May 02, 2015 | |
Goodwill [Line Items] | |||
Goodwill gross | $ 927,266 | $ 927,266 | $ 927,266 |
Accumulated impairment losses | (547,285) | (547,285) | (547,285) |
Effect of exchange rate fluctuations | (6,136) | (7,244) | (5,673) |
Goodwill | 373,845 | 372,737 | 374,308 |
Retail Stores | |||
Goodwill [Line Items] | |||
Goodwill gross | 887,241 | 887,241 | 887,241 |
Accumulated impairment losses | (547,285) | (547,285) | (547,285) |
Effect of exchange rate fluctuations | (6,136) | (7,244) | (5,673) |
Goodwill | 333,820 | 332,712 | 334,283 |
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 Asset43
Goodwill and Intangible Assets and Liabilities - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2016 | May 02, 2015 | Jan. 30, 2016 | |
Trade names | |||
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Trade names impairment | $ 0 | $ 0 | $ 0 |
Retail Stores | |||
Goodwill and Intangible Assets Disclosure [Line Items] | |||
Impairment for goodwill | $ 0 |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May 02, 2015 |
Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 581,072 | $ 581,072 | $ 583,246 |
Accumulated amortization | (10,962) | (10,461) | (10,830) |
Accumulated impairment | (229,600) | (229,600) | (229,600) |
Net Amount | 340,510 | 341,011 | 342,816 |
Intangible Assets Subject to Amortization | |||
Intangible Assets [Line Items] | |||
Gross carrying amount | 14,060 | 14,060 | 16,234 |
Accumulated amortization | (10,962) | (10,461) | (10,830) |
Net amount | 3,098 | 3,599 | 5,404 |
Intangible Assets Subject to Amortization | Customer relationships | |||
Intangible Assets [Line Items] | |||
Gross carrying amount | 770 | ||
Accumulated amortization | (688) | ||
Net amount | 82 | ||
Intangible Assets Subject to Amortization | Below Market Leases | |||
Intangible Assets [Line Items] | |||
Gross carrying amount | 3,435 | 3,435 | 4,839 |
Accumulated amortization | (2,596) | (2,480) | (3,319) |
Net amount | 839 | 955 | 1,520 |
Intangible Assets Subject to Amortization | Co-branded credit card agreement | |||
Intangible Assets [Line Items] | |||
Gross carrying amount | 4,000 | 4,000 | 4,000 |
Accumulated amortization | (3,342) | (3,189) | (2,727) |
Net amount | 658 | 811 | 1,273 |
Intangible Assets Subject to Amortization | Franchise agreements and reacquired franchise rights | |||
Intangible Assets [Line Items] | |||
Gross carrying amount | 6,625 | 6,625 | 6,625 |
Accumulated amortization | (5,024) | (4,792) | (4,096) |
Net amount | 1,601 | 1,833 | 2,529 |
Intangible Assets Not Subject to Amortization | Trade names | |||
Intangible Assets [Line Items] | |||
Gross carrying amount | 567,012 | 567,012 | 567,012 |
Accumulated impairment | (229,600) | (229,600) | (229,600) |
Net amount | $ 337,412 | $ 337,412 | $ 337,412 |
Intangible Liabilities (Detail)
Intangible Liabilities (Detail) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May 02, 2015 |
Intangible Liabilities [Line Items] | |||
Gross carrying amount | $ (10,461) | $ (10,461) | $ (11,400) |
Accumulated amount | 7,789 | 7,435 | 7,196 |
Net amount | $ (2,672) | $ (3,026) | $ (4,204) |
Net Amortization Expense or Inc
Net Amortization Expense or Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May 02, 2015 | |
Cost of Goods Sold | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization income (expense) | $ 238 | $ 133 |
Selling, General and Administrative Expenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization income (expense) | $ (385) | $ (468) |
Line of Credit - Additional Inf
Line of Credit - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2016 | May 02, 2015 | Jan. 30, 2016 | |
Line of Credit Facility [Line Items] | |||
Line of credit, outstanding | $ 43,000,000 | $ 42,000,000 | $ 19,000,000 |
Line of credit, weighted average interest rate | 3.90% | ||
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 | 43,000,000 | 42,000,000 | 19,000,000 |
Letter of credit, outstanding | 30,800,000 | ||
Line of credit, remaining borrowing capacity | 90,700,000 | ||
Line of credit, average borrowing | 49,700,000 | $ 54,100,000 | $ 51,900,000 |
Long-term debt, amount | $ 50,000,000 | ||
ABL Revolving Facility | Federal Funds Effective Rate | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, basis spread on variable rate | 0.50% | ||
ABL Revolving Facility | Adjusted LIBOR Rate | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.00% | ||
ABL Revolving Facility | Minimum | |||
Line of Credit Facility [Line Items] | |||
Line of credit, commitment fee | 0.25% | ||
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% |
Long-Term Debt (Detail)
Long-Term Debt (Detail) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May 02, 2015 |
Debt Instrument [Line Items] | |||
Principal amount | $ 1,029,722 | ||
Total long-term debt, net of unamortized discount and deferred financing costs | 1,013,209 | $ 1,040,506 | $ 1,092,549 |
Less unamortized discount | (600) | ||
Less current portion of ABL Term Loan | (2,500) | ||
Less unamortized deferred financing costs | (15,900) | ||
Long term debt | 1,010,709 | 1,040,506 | 1,092,549 |
Term Loan | |||
Debt Instrument [Line Items] | |||
Principal amount | 769,102 | 769,102 | 769,102 |
Less unamortized discount | (6,973) | (7,873) | (10,497) |
Less unamortized deferred financing costs | (649) | (732) | (975) |
Long term debt | 761,480 | 760,497 | 757,630 |
Notes | |||
Debt Instrument [Line Items] | |||
Principal amount | 210,620 | 287,575 | 346,000 |
Less unamortized deferred financing costs | (5,143) | (7,566) | (11,081) |
Long term debt | 205,477 | $ 280,009 | $ 334,919 |
ABL Term Loan | |||
Debt Instrument [Line Items] | |||
Principal amount | 50,000 | ||
Less unamortized deferred financing costs | (3,748) | ||
Long term debt | $ 46,252 |
Long-Term Debt (Parenthetical)
Long-Term Debt (Parenthetical) (Detail) | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2016 | May 02, 2015 | Jan. 30, 2016 | |
Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, due date | 2018-02 | 2018-02 | 2018-02 |
London interbank offering rate floor | 1.50% | 1.50% | 1.50% |
Term Loan | Adjusted LIBOR Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 3.50% | 3.50% | 3.50% |
Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt, due date | 2018-12 | 2018-12 | 2018-12 |
Long-term debt, interest rate | 9.125% | 9.125% | 9.125% |
ABL Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, due date | 2017-12 | 2017-12 | 2017-12 |
Long-term debt, interest rate | 10.25% | 10.25% | 10.25% |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | Apr. 26, 2016 | Jul. 31, 2016 | Apr. 30, 2016 | May 02, 2015 | Jan. 30, 2016 |
Debt Instrument [Line Items] | |||||
Domestic subsidiaries, ownership percentage | 100.00% | ||||
Deferred financing costs | $ 15,900,000 | ||||
Term loan, discount | 600,000 | ||||
ABL Revolving Facility | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, amount | 50,000,000 | ||||
Asset-based lending, borrowing capacity | $ 225,000,000 | ||||
ABL Revolving Facility | Adjusted LIBOR Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.00% | ||||
ABL Revolving Facility | Maximum | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, borrowing base reserves | $ 25,000,000 | ||||
Revolving Credit Facility | Second Amendment | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, borrowing base reserves | $ 17,500,000 | ||||
Line of credit facility, borrowing base reserves, percentage | 10.00% | ||||
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, amount | $ 820,000,000 | ||||
Long-term debt, due date | 2018-02 | 2018-02 | 2018-02 | ||
London interbank offering rate floor | 1.50% | 1.50% | 1.50% | ||
Interest rate under term loan | 5.00% | ||||
Long-term debt, payment percentage | 0.25% | ||||
Deferred financing costs | $ 649,000 | $ 975,000 | $ 732,000 | ||
Term loan, discount | $ 6,973,000 | $ 10,497,000 | $ 7,873,000 | ||
Term Loan | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 2.50% | ||||
Term Loan | Adjusted LIBOR Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 3.50% | 3.50% | 3.50% | ||
Term Loan | Maximum | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, allowed additional tranches of loan | $ 200,000,000 | ||||
Notes | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, amount | $ 400,000,000 | ||||
Long-term debt, due date | 2018-12 | 2018-12 | 2018-12 | ||
Long-term debt, interest rate | 9.125% | 9.125% | 9.125% | ||
Long-term debt, redemption price | 100.00% | ||||
Aggregate principal amount of Notes repurchased | $ 77,000,000 | $ 58,400,000 | |||
Payments on Notes | 26,200,000 | 15,300,000 | |||
Gain on extinguishment of debt | 48,800,000 | 41,500,000 | |||
Write-off of deferred financing cost | 2,000,000 | 1,600,000 | |||
Deferred financing costs | $ 5,143,000 | $ 11,081,000 | $ 7,566,000 | ||
Notes | Change in Control of Company | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, redemption price | 101.00% | ||||
Tender Offer | |||||
Debt Instrument [Line Items] | |||||
Expiration date | May 23, 2016 | ||||
Tender Offer | Maximum | |||||
Debt Instrument [Line Items] | |||||
Amount offered to purchase outstanding notes | $ 40,000,000 | ||||
Tender Offer | Scenario, Forecast | |||||
Debt Instrument [Line Items] | |||||
Gain on extinguishment of debt | $ 18,000,000 | ||||
Write-off of deferred financing cost | 1,000,000 | ||||
Aggregate principal amount of Notes repurchased | 39,600,000 | ||||
Repurchase amount of notes | $ 20,600,000 | ||||
ABL Term Loan | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, due date | 2017-12 | 2017-12 | 2017-12 | ||
Long-term debt, interest rate | 10.25% | 10.25% | 10.25% | ||
Long-term debt, payment amount | $ 600,000 | ||||
Deferred financing costs | $ 3,748,000 | ||||
ABL Term Loan | Second Amendment | |||||
Debt Instrument [Line Items] | |||||
Interest rate under term loan | 10.90% | ||||
Long-term debt, borrowing base reserves | $ 17,500,000 | ||||
Long-term debt, borrowing base reserves, percentage | 10.00% | ||||
ABL Term Loan | Second Amendment | Adjusted LIBOR Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 10.25% | ||||
ABL Term Loan | Second Amendment | Prime Rate | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 9.25% |
Schedule of Redemption Prices (
Schedule of Redemption Prices (Detail) - Notes | 3 Months Ended |
Apr. 30, 2016 | |
Debt Instrument [Line Items] | |
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 and Unamortized Deferred Financing Cost (Detail) $ in Thousands | Apr. 30, 2016USD ($) |
Long Term Debt Maturities Repayments Of Principal [Line Items] | |
Remainder of 2016 | $ 1,875 |
Principal payments in 2017 | 54,627 |
Principal payments in 2018 | 973,220 |
Total | $ 1,029,722 |
Sale-leaseback of Dixon Distr53
Sale-leaseback of Dixon Distribution Center - Additional Information (Detail) - USD ($) $ in Thousands | May 05, 2015 | Apr. 30, 2016 | May 02, 2015 | Jan. 30, 2016 |
Sale Leaseback Transaction [Line Items] | ||||
Payments related to sale-leaseback financing liability | $ 400 | |||
Interest expense | 19,807 | $ 21,076 | ||
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 | 400 | |||
Sale leaseback transaction, net carrying value | $ 18,700 | $ 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) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 |
Sale Leaseback Transaction [Line Items] | ||
Remainder of 2016 | $ 1,354 | |
2,017 | 1,822 | |
2,018 | 1,845 | |
2,019 | 1,868 | |
2,020 | 1,891 | |
2,021 | 1,915 | |
Thereafter | 29,452 | |
Total payments | 40,147 | |
Less amount representing interest | (13,578) | |
Less unamortized deferred financing costs | (807) | |
Total sale-leaseback financing liability, net of unamortized deferred financing costs | 25,762 | |
Less current portion of sale-leaseback financing liability - included in accrued liabilities | (217) | |
Long-term portion of sale-leaseback financing liability, net of unamortized deferred financing costs | $ 25,545 | $ 25,578 |
Derivative Financial Instrume55
Derivative Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Dec. 31, 2010 | Apr. 30, 2016 | May 02, 2015 | |
Derivative [Line Items] | |||
Forward exchange contracts term | 1 year | ||
Amount of Gain / (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | $ (1,121) | $ (613) | |
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 reminder of fiscal year | 3,500 | ||
Derivatives | Term Loan | |||
Derivative [Line Items] | |||
Long-term debt, amount | $ 700,000 | ||
Derivatives | Interest Expense | |||
Derivative [Line Items] | |||
Amount of Gain / (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | $ 1,200 | $ 800 |
Outstanding Derivatives Designa
Outstanding Derivatives Designated as Cash Flow Hedges (Detail) - Designated as Hedging Instrument $ in Thousands | Apr. 30, 2016USD ($)Derivative | Jan. 30, 2016USD ($)Derivative | May 02, 2015USD ($)Derivative |
Derivative [Line Items] | |||
Number of derivative instruments | Derivative | 7 | 10 | 7 |
Notional | $ | $ 702,694 | $ 705,492 | $ 702,343 |
Interest rate derivatives | Interest rate caps | |||
Derivative [Line Items] | |||
Number of interest rate derivative instruments | Derivative | 4 | 4 | 4 |
Notional | $ | $ 700,000 | $ 700,000 | $ 700,000 |
Foreign exchange derivatives | Forward foreign exchange contracts | |||
Derivative [Line Items] | |||
Number of foreign currency exchange rate derivatives, designated as cash flow hedges | Derivative | 3 | 6 | 3 |
Notional | $ | $ 2,694 | $ 5,492 | $ 2,343 |
Fair Value of Derivative Financ
Fair Value of Derivative Financial Instruments (Detail) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May 02, 2015 |
Derivatives, Fair Value [Line Items] | |||
Derivative Assets | $ 9 | ||
Derivative Liabilities | $ 391 | $ 145 | 55 |
Foreign exchange derivatives | Forward foreign exchange contracts | Accrued Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Liabilities | $ 391 | $ 145 | 55 |
Interest rate derivatives | Interest rate caps | Other Assets | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Assets | $ 9 |
Effect of Derivative Financial
Effect of Derivative Financial Instruments on Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May 02, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gains / (Losses) Recognized in OCI on Derivative (Effective Portion) | $ (491) | $ (154) |
Gains / (Losses) Reclassified from Accumulated OCI into Income (Effective Portion) | (1,121) | (613) |
Interest rate derivatives | Interest rate caps | Interest Expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gains / (Losses) Recognized in OCI on Derivative (Effective Portion) | (8) | |
Gains / (Losses) Reclassified from Accumulated OCI into Income (Effective Portion) | (1,183) | (778) |
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) | (491) | (146) |
Gains / (Losses) Reclassified from Accumulated OCI into Income (Effective Portion) | $ 62 | $ 165 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | 3 Months Ended |
Apr. 30, 2016USD ($)Store | |
Contracts [Line Items] | |
Gain on write-off of assets and liabilities due to contract termination | $ 2,561 |
Early termination fee | 8,300 |
CHINA | |
Contracts [Line Items] | |
Early termination fee | $ 1,300 |
Number of retail stores | Store | 25 |
Selling, General and Administrative Expenses | |
Contracts [Line Items] | |
Gain on write-off of assets and liabilities due to contract termination | $ (5,700) |
Selling, General and Administrative Expenses | CHINA | |
Contracts [Line Items] | |
Gain on write-off of assets and liabilities due to contract termination | 900 |
Other exit costs | $ 400 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May 02, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 622 | $ 720 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | Apr. 30, 2016 | Jan. 30, 2016 | May 02, 2015 |
Income Taxes [Line Items] | |||
Unrecognized tax benefits | $ 6.3 | $ 6.4 | $ 6.8 |
Unrecognized tax benefits decrease during next twelve months | 0.8 | ||
Valuation allowance | $ 49.9 | $ 63.2 | $ 67.3 |
Components of Accumulated OCI,
Components of Accumulated OCI, net of Taxes (Detail) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May 02, 2015 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Foreign currency translation | $ (7,765) | $ (9,236) | $ (6,154) |
Accumulated changes in fair value of derivative financial instruments, net of tax | (956) | (1,586) | (3,927) |
Total accumulated other comprehensive loss | $ (8,721) | $ (10,822) | $ (10,081) |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income Balance by Component (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2016 | May 02, 2015 | Jan. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | $ (337,888) | ||
Total other comprehensive income | 2,265 | $ 1,217 | |
Ending balance | (309,185) | (352,805) | $ (337,888) |
Derivatives | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (1,586) | (4,188) | (4,188) |
Other comprehensive (loss) income recognized before reclassifications | (491) | (154) | (17) |
Amounts reclassified from accumulated other comprehensive loss to earnings | 1,121 | 613 | 3,570 |
Tax expense | (198) | (951) | |
Total other comprehensive income | 630 | 261 | 2,602 |
Ending balance | (956) | (3,927) | (1,586) |
Foreign Currency | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (9,236) | (7,043) | (7,043) |
Other comprehensive (loss) income recognized before reclassifications | 1,635 | 956 | (2,817) |
Total other comprehensive income | 1,635 | 956 | (2,817) |
Other comprehensive income (loss) attributable to noncontrolling interest | (164) | (67) | 624 |
Ending balance | (7,765) | (6,154) | (9,236) |
Total Accumulated Comprehensive (Loss) Income Including Noncontrolling Interest | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (10,822) | (11,231) | (11,231) |
Other comprehensive (loss) income recognized before reclassifications | 1,144 | 802 | (2,834) |
Amounts reclassified from accumulated other comprehensive loss to earnings | 1,121 | 613 | 3,570 |
Tax expense | (198) | (951) | |
Total other comprehensive income | 2,265 | 1,217 | (215) |
Other comprehensive income (loss) attributable to noncontrolling interest | (164) | (67) | 624 |
Ending balance | $ (8,721) | $ (10,081) | $ (10,822) |
Dividends - Additional Informat
Dividends - Additional Information (Detail) $ in Thousands | 3 Months Ended |
Apr. 30, 2016USD ($) | |
Dividends Payable [Line Items] | |
Dividends paid | $ 512 |
Gymboree Hong Kong Limited | |
Dividends Payable [Line Items] | |
Cash dividends declared | 5,100 |
Dividends paid | $ 500 |
Dividends Payable, Date to be Paid, Year and Month | 2016-05 |
Accrued And Other Current Liabilities [Member] | Gymboree Hong Kong Limited | |
Dividends Payable [Line Items] | |
Dividends payable | $ 4,600 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Apr. 30, 2016 | May 02, 2015 | Jan. 30, 2016 | Sep. 30, 2015 | |
Bain Capital Private Equity Lp | ||||
Related Party Transaction [Line Items] | ||||
Payment for management service fee and reimbursement of out-of-pocket expenses | $ 800,000 | $ 900,000 | ||
Bain Capital Partners Llc | ||||
Related Party Transaction [Line Items] | ||||
Payable to related parties | 1,000,000 | 1,100,000 | $ 200,000 | |
Bain Capital Partners Llc | VIEs | ||||
Related Party Transaction [Line Items] | ||||
Payment for management service fee and reimbursement of out-of-pocket expenses | 100,000 | 100,000 | ||
Payable to related parties | 200,000 | |||
LogicSource | ||||
Related Party Transaction [Line Items] | ||||
Payable to related parties | 100,000 | 100,000 | 100,000 | |
Purchased services | 500,000 | 600,000 | ||
Giraffe Holding, Inc | ||||
Related Party Transaction [Line Items] | ||||
Receivable from related parties | 400,000 | 200,000 | ||
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 | 0 | 200,000 | ||
Gymboree Investment Holding Gp Limited | VIEs | ||||
Related Party Transaction [Line Items] | ||||
Payable to related parties | 1,100,000 | 1,100,000 | 1,100,000 | |
Gymboree Hong Kong Limited | VIEs | ||||
Related Party Transaction [Line Items] | ||||
Payable to related parties | $ 400,000 | $ 400,000 | $ 400,000 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended |
Apr. 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 | |
Apr. 30, 2016 | May 02, 2015 | |
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | $ 285,041 | $ 276,069 |
Reportable segment, gross Profit | 116,456 | 105,357 |
VIEs | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | 10,347 | 8,611 |
Retail Stores | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | 271,276 | 261,732 |
Retail Stores | VIEs | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | 2,207 | 1,808 |
Gymboree Play & Music | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | 10,094 | 8,648 |
International Retail Franchise | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | 3,671 | 5,689 |
Operating Segments | VIEs | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | 10,347 | 8,611 |
Reportable segment, gross Profit | 5,324 | 6,384 |
Operating Segments | Retail Stores | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | 269,069 | 259,924 |
Reportable segment, gross Profit | 107,561 | 94,575 |
Operating Segments | Gymboree Play & Music | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | 4,518 | 4,357 |
Reportable segment, gross Profit | 3,064 | 2,774 |
Operating Segments | International Retail Franchise | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | 3,844 | 5,857 |
Reportable segment, gross Profit | 2,232 | 3,227 |
Intersegment elimination | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | (2,737) | (2,680) |
Reportable segment, gross Profit | (1,725) | (1,603) |
Intersegment elimination | Gymboree Play & Music | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | (2,564) | (2,512) |
Intersegment elimination | International Retail Franchise | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | $ (173) | $ (168) |
Net Retail Sales of Retail Stor
Net Retail Sales of Retail Stores Segment and VIE (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 30, 2016 | May 02, 2015 | ||
Segment Reporting Information [Line Items] | |||
Reportable segment, sales | $ 285,041 | $ 276,069 | |
Balance Before Consolidation of VIEs | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, sales | 277,431 | 270,138 | |
VIEs | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, sales | 10,347 | 8,611 | |
Retail Stores | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, sales | 271,276 | 261,732 | |
Retail Stores | Balance Before Consolidation of VIEs | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, sales | 269,069 | 259,924 | |
Retail Stores | Balance Before Consolidation of VIEs | Gymboree Retail and Gymboree Outlet | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, sales | [1] | 170,070 | 160,121 |
Retail Stores | Balance Before Consolidation of VIEs | Janie And Jack Shops | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, sales | 34,985 | 33,573 | |
Retail Stores | Balance Before Consolidation of VIEs | Crazy 8 Stores | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, sales | 64,014 | 66,230 | |
Retail Stores | VIEs | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, sales | $ 2,207 | $ 1,808 | |
[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 | |
Apr. 30, 2016 | May 02, 2015 | |
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | $ 285,041 | $ 276,069 |
Gymboree Play & Music | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | 10,094 | 8,648 |
International Retail Franchise | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | 3,671 | 5,689 |
Intersegment elimination | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | (2,737) | (2,680) |
Intersegment elimination | Gymboree Play & Music | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | (2,564) | (2,512) |
Intersegment elimination | International Retail Franchise | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | $ (173) | $ (168) |
Total Assets of Each Reportable
Total Assets of Each Reportable Segment (Detail) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May 02, 2015 |
Segment Reporting Information [Line Items] | |||
Reportable segment, Total assets | $ 1,162,600 | $ 1,140,476 | $ 1,184,982 |
VIEs | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, Total assets | 26,294 | 25,795 | 22,865 |
Operating Segments | VIEs | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, Total assets | 26,294 | 25,795 | 22,865 |
Operating Segments | Retail Stores | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, Total assets | 1,051,758 | 1,027,622 | 1,074,311 |
Operating Segments | Gymboree Play & Music | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, Total assets | 60,236 | 59,701 | 59,916 |
Operating Segments | International Retail Franchise | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, Total assets | 26,867 | 28,791 | 30,024 |
Intersegment elimination | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, Total assets | $ (2,555) | $ (1,433) | $ (2,134) |
Net Sales and Property and Equi
Net Sales and Property and Equipment, Net of Each Geographical Areas (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 30, 2016 | May 02, 2015 | Jan. 30, 2016 | |
Geographic Reporting Disclosure [Line Items] | |||
Net sales | $ 285,041 | $ 276,069 | |
Property and equipment, net | 150,940 | 176,400 | $ 158,478 |
UNITED STATES | |||
Geographic Reporting Disclosure [Line Items] | |||
Net sales | 265,711 | 258,582 | |
Property and equipment, net | 142,740 | 166,121 | 150,037 |
International geographical segment | |||
Geographic Reporting Disclosure [Line Items] | |||
Net sales | 19,330 | 17,487 | |
Property and equipment, net | $ 8,200 | $ 10,279 | $ 8,441 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Detail) - VIEs | 3 Months Ended |
Apr. 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 | |
Apr. 30, 2016 | May 02, 2015 | |
Variable Interest Entity [Line Items] | ||
Net sales | $ 285,041 | $ 276,069 |
Cost of goods sold, including buying and occupancy expenses | (168,585) | (170,712) |
Selling, general and administrative expenses | (114,032) | (104,710) |
Operating (loss) income | 2,424 | 647 |
Other non operating income (expense) | 29,214 | (21,167) |
Income (loss) before income taxes | 31,638 | (20,520) |
Income tax benefit (expense) | (697) | (1,960) |
Net (loss) income | 30,941 | (22,480) |
Net loss (income) attributable to noncontrolling interest | 1,905 | (545) |
Net income attributable to The Gymboree Corporation | 32,846 | (23,025) |
Balance Before Consolidation of VIEs | ||
Variable Interest Entity [Line Items] | ||
Net sales | 277,431 | 270,138 |
Cost of goods sold, including buying and occupancy expenses | (164,574) | (169,562) |
Selling, general and administrative expenses | (109,145) | (100,988) |
Operating (loss) income | 3,712 | (412) |
Other non operating income (expense) | 28,880 | (21,157) |
Income (loss) before income taxes | 32,592 | (21,569) |
Income tax benefit (expense) | 320 | (1,304) |
Net (loss) income | 32,912 | (22,873) |
Net income attributable to The Gymboree Corporation | 32,912 | (22,873) |
VIEs | ||
Variable Interest Entity [Line Items] | ||
Net sales | 10,347 | 8,611 |
Cost of goods sold, including buying and occupancy expenses | (5,023) | (2,227) |
Selling, general and administrative expenses | (6,546) | (5,173) |
Operating (loss) income | (1,222) | 1,211 |
Other non operating income (expense) | 334 | (10) |
Income (loss) before income taxes | (888) | 1,201 |
Income tax benefit (expense) | (1,017) | (656) |
Net (loss) income | (1,905) | 545 |
Net loss (income) attributable to noncontrolling interest | 1,905 | (545) |
VIE Eliminations | ||
Variable Interest Entity [Line Items] | ||
Net sales | (2,737) | (2,680) |
Cost of goods sold, including buying and occupancy expenses | 1,012 | 1,077 |
Selling, general and administrative expenses | 1,659 | 1,451 |
Operating (loss) income | (66) | (152) |
Income (loss) before income taxes | (66) | (152) |
Net (loss) income | (66) | (152) |
Net income attributable to The Gymboree Corporation | $ (66) | $ (152) |
Impact of VIES on Condensed C74
Impact of VIES on Condensed Consolidated Balance sheets (Detail) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May 02, 2015 | Jan. 31, 2015 |
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | $ 62,168 | $ 18,164 | $ 22,363 | $ 18,520 |
Other current assets | 227,806 | 242,291 | 263,006 | |
Total current assets | 289,974 | 260,455 | 285,369 | |
Non-current assets | 872,626 | 880,021 | 899,613 | |
Total assets | 1,162,600 | 1,140,476 | 1,184,982 | |
Current liabilities | 261,260 | 231,052 | 254,660 | |
Non-current liabilities | 1,210,525 | 1,247,312 | 1,283,127 | |
Total liabilities | 1,471,785 | 1,478,364 | 1,537,787 | |
Total stockholders' deficit | (313,033) | (348,602) | (363,345) | |
Noncontrolling interest | 3,848 | 10,714 | 10,540 | |
Total liabilities and stockholders' deficit | 1,162,600 | 1,140,476 | 1,184,982 | |
Balance Before Consolidation of VIEs | ||||
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | 49,637 | 8,541 | 12,513 | |
Other current assets | 220,553 | 232,502 | 257,220 | |
Total current assets | 270,190 | 241,043 | 269,733 | |
Non-current assets | 868,671 | 875,071 | 894,518 | |
Total assets | 1,138,861 | 1,116,114 | 1,164,251 | |
Current liabilities | 241,347 | 217,596 | 244,625 | |
Non-current liabilities | 1,210,214 | 1,246,849 | 1,282,642 | |
Total liabilities | 1,451,561 | 1,464,445 | 1,527,267 | |
Total stockholders' deficit | (312,700) | (348,331) | (363,016) | |
Total liabilities and stockholders' deficit | 1,138,861 | 1,116,114 | 1,164,251 | |
VIEs | ||||
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | 12,531 | 9,623 | 9,850 | |
Other current assets | 9,808 | 11,222 | 7,920 | |
Total current assets | 22,339 | 20,845 | 17,770 | |
Non-current assets | 3,955 | 4,950 | 5,095 | |
Total assets | 26,294 | 25,795 | 22,865 | |
Current liabilities | 22,135 | 14,618 | 11,840 | |
Non-current liabilities | 311 | 463 | 485 | |
Total liabilities | 22,446 | 15,081 | 12,325 | |
Noncontrolling interest | 3,848 | 10,714 | 10,540 | |
Total liabilities and stockholders' deficit | 26,294 | 25,795 | 22,865 | |
VIE Eliminations | ||||
Variable Interest Entity [Line Items] | ||||
Other current assets | (2,555) | (1,433) | (2,134) | |
Total current assets | (2,555) | (1,433) | (2,134) | |
Total assets | (2,555) | (1,433) | (2,134) | |
Current liabilities | (2,222) | (1,162) | (1,805) | |
Total liabilities | (2,222) | (1,162) | (1,805) | |
Total stockholders' deficit | (333) | (271) | (329) | |
Total liabilities and stockholders' deficit | $ (2,555) | $ (1,433) | $ (2,134) |
Condensed Guarantor Data - Addi
Condensed Guarantor Data - Additional Information (Detail) | Apr. 30, 2016 |
Condensed Financial Statements, Captions [Line Items] | |
Domestic subsidiaries, ownership percentage | 100.00% |
Condensed Consolidating Stateme
Condensed Consolidating Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May 02, 2015 | |
Net sales: | ||
Net sales | $ 285,041 | $ 276,069 |
Cost of goods sold, including buying and occupancy expenses | (168,585) | (170,712) |
Gross profit | 116,456 | 105,357 |
Selling, general and administrative expenses | (114,032) | (104,710) |
Operating (loss) income | 2,424 | 647 |
Interest income | 105 | 19 |
Interest expense | (19,807) | (21,076) |
Gain on extinguishment of debt | 48,804 | |
Other income (expense), net | 112 | (110) |
Income (loss) before income taxes | 31,638 | (20,520) |
Income tax benefit (expense) | (697) | (1,960) |
Net income (loss) | 30,941 | (22,480) |
Net loss attributable to noncontrolling interest | 1,905 | (545) |
Net (loss) income attributable to The Gymboree Corporation | 32,846 | (23,025) |
Retail Stores | ||
Net sales: | ||
Net sales | 271,276 | 261,732 |
Gymboree Play & Music | ||
Net sales: | ||
Net sales | 10,094 | 8,648 |
International Retail Franchise | ||
Net sales: | ||
Net sales | 3,671 | 5,689 |
Eliminations | ||
Net sales: | ||
Net sales | (29,343) | (24,282) |
Cost of goods sold, including buying and occupancy expenses | 6,966 | 6,953 |
Gross profit | (22,377) | (17,329) |
Selling, general and administrative expenses | 22,233 | 17,094 |
Operating (loss) income | (144) | (235) |
Income (loss) before income taxes | (144) | (235) |
Equity in earnings of affiliates, net of tax | (3,470) | 4,809 |
Net income (loss) | (3,614) | 4,574 |
Net (loss) income attributable to The Gymboree Corporation | (3,614) | 4,574 |
Eliminations | Retail Stores | ||
Net sales: | ||
Net sales | (6,048) | (5,976) |
Eliminations | Intercompany revenue | ||
Net sales: | ||
Net sales | (23,295) | (18,306) |
The Gymboree Corporation | ||
Net sales: | ||
Net sales | 14,615 | 15,730 |
Cost of goods sold, including buying and occupancy expenses | (1,765) | (2,157) |
Gross profit | 12,850 | 13,573 |
Selling, general and administrative expenses | (21,331) | (15,535) |
Operating (loss) income | (8,481) | (1,962) |
Interest expense | (19,389) | (21,000) |
Gain on extinguishment of debt | 48,804 | |
Other income (expense), net | 73 | (8) |
Income (loss) before income taxes | 21,007 | (22,970) |
Income tax benefit (expense) | 8,369 | 4,754 |
Equity in earnings of affiliates, net of tax | 3,470 | (4,809) |
Net income (loss) | 32,846 | (23,025) |
Net (loss) income attributable to The Gymboree Corporation | 32,846 | (23,025) |
The Gymboree Corporation | Retail Stores | ||
Net sales: | ||
Net sales | 696 | 405 |
The Gymboree Corporation | Intercompany revenue | ||
Net sales: | ||
Net sales | 13,919 | 15,325 |
Guarantor Subsidiaries | ||
Net sales: | ||
Net sales | 278,805 | 266,598 |
Cost of goods sold, including buying and occupancy expenses | (161,700) | (165,573) |
Gross profit | 117,105 | 101,025 |
Selling, general and administrative expenses | (105,089) | (97,266) |
Operating (loss) income | 12,016 | 3,759 |
Interest income | 1 | 3 |
Interest expense | (418) | (76) |
Other income (expense), net | (193) | (76) |
Income (loss) before income taxes | 11,406 | 3,610 |
Income tax benefit (expense) | (7,971) | (5,745) |
Net income (loss) | 3,435 | (2,135) |
Net (loss) income attributable to The Gymboree Corporation | 3,435 | (2,135) |
Guarantor Subsidiaries | Retail Stores | ||
Net sales: | ||
Net sales | 264,815 | 256,083 |
Guarantor Subsidiaries | Gymboree Play & Music | ||
Net sales: | ||
Net sales | 1,954 | 1,845 |
Guarantor Subsidiaries | International Retail Franchise | ||
Net sales: | ||
Net sales | 3,671 | 5,689 |
Guarantor Subsidiaries | Intercompany revenue | ||
Net sales: | ||
Net sales | 8,365 | 2,981 |
Non-Guarantor Subsidiaries | ||
Net sales: | ||
Net sales | 20,964 | 18,023 |
Cost of goods sold, including buying and occupancy expenses | (12,086) | (9,935) |
Gross profit | 8,878 | 8,088 |
Selling, general and administrative expenses | (9,845) | (9,003) |
Operating (loss) income | (967) | (915) |
Interest income | 104 | 16 |
Other income (expense), net | 232 | (26) |
Income (loss) before income taxes | (631) | (925) |
Income tax benefit (expense) | (1,095) | (969) |
Net income (loss) | (1,726) | (1,894) |
Net loss attributable to noncontrolling interest | 1,905 | (545) |
Net (loss) income attributable to The Gymboree Corporation | 179 | (2,439) |
Non-Guarantor Subsidiaries | Retail Stores | ||
Net sales: | ||
Net sales | 11,813 | 11,220 |
Non-Guarantor Subsidiaries | Gymboree Play & Music | ||
Net sales: | ||
Net sales | 8,140 | $ 6,803 |
Non-Guarantor Subsidiaries | Intercompany revenue | ||
Net sales: | ||
Net sales | $ 1,011 |
Condensed Consolidating State77
Condensed Consolidating Statements of Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May 02, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | $ 30,941 | $ (22,480) |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustments | 1,635 | 956 |
Unrealized net gain (loss) on cash flow hedges, net of tax | 630 | 261 |
Total other comprehensive income (loss), net of tax | 2,265 | 1,217 |
Comprehensive income (loss) | 33,206 | (21,263) |
Comprehensive (income) loss attributable to noncontrolling interest | 1,741 | (612) |
Comprehensive (loss) income attributable to The Gymboree Corporation | 34,947 | (21,875) |
Eliminations | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | (3,614) | 4,574 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustments | (1,472) | (883) |
Unrealized net gain (loss) on cash flow hedges, net of tax | 552 | 311 |
Total other comprehensive income (loss), net of tax | (920) | (572) |
Comprehensive income (loss) | (4,534) | 4,002 |
Comprehensive (loss) income attributable to The Gymboree Corporation | (4,534) | 4,002 |
The Gymboree Corporation | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | 32,846 | (23,025) |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustments | 1,471 | 889 |
Unrealized net gain (loss) on cash flow hedges, net of tax | 630 | 261 |
Total other comprehensive income (loss), net of tax | 2,101 | 1,150 |
Comprehensive income (loss) | 34,947 | (21,875) |
Comprehensive (loss) income attributable to The Gymboree Corporation | 34,947 | (21,875) |
Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | 3,435 | (2,135) |
Other comprehensive income (loss), net of tax: | ||
Comprehensive income (loss) | 3,435 | (2,135) |
Comprehensive (loss) income attributable to The Gymboree Corporation | 3,435 | (2,135) |
Non-Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income (loss) | (1,726) | (1,894) |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustments | 1,636 | 950 |
Unrealized net gain (loss) on cash flow hedges, net of tax | (552) | (311) |
Total other comprehensive income (loss), net of tax | 1,084 | 639 |
Comprehensive income (loss) | (642) | (1,255) |
Comprehensive (income) loss attributable to noncontrolling interest | 1,741 | (612) |
Comprehensive (loss) income attributable to The Gymboree Corporation | $ 1,099 | $ (1,867) |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheets (Detail) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May 02, 2015 | Jan. 31, 2015 |
Current assets: | ||||
Cash and cash equivalents | $ 62,168 | $ 18,164 | $ 22,363 | $ 18,520 |
Accounts receivable, net of allowance | 20,833 | 26,696 | 25,515 | |
Merchandise inventories | 198,618 | 206,642 | 208,908 | |
Prepaid income taxes | 2,493 | 2,196 | 2,759 | |
Prepaid expenses | 5,862 | 6,757 | 18,561 | |
Deferred income taxes | 7,263 | |||
Total current assets | 289,974 | 260,455 | 285,369 | |
Property and equipment, net | 150,940 | 158,478 | 176,400 | |
Goodwill | 373,845 | 372,737 | 374,308 | |
Other intangible assets, net | 340,510 | 341,011 | 342,816 | |
Other assets | 7,331 | 7,795 | 6,089 | |
Total assets | 1,162,600 | 1,140,476 | 1,184,982 | |
Current liabilities: | ||||
Accounts payable | 94,162 | 109,193 | 105,426 | |
Accrued and other current liabilities | 121,598 | 102,254 | 106,669 | |
Line of credit borrowings | 43,000 | 19,000 | 42,000 | |
Current portion of long-term debt | 2,500 | |||
Current obligation under capital lease | 605 | 565 | ||
Total current liabilities | 261,260 | 231,052 | 254,660 | |
Long-term liabilities: | ||||
Long-term debt, net | 1,010,709 | 1,040,506 | 1,092,549 | |
Long-term sale-leaseback financing liability, net | 25,545 | 25,578 | ||
Long-term obligation under capital lease | 2,245 | 2,704 | ||
Lease incentives and other liabilities | 50,704 | 54,739 | 58,009 | |
Deferred income taxes | 123,567 | 124,244 | 129,865 | |
Total liabilities | 1,471,785 | 1,478,364 | 1,537,787 | |
Total stockholders' (deficit) equity | (313,033) | (348,602) | (363,345) | |
Noncontrolling interest | 3,848 | 10,714 | 10,540 | |
Total liabilities and stockholders' (deficit) equity | 1,162,600 | 1,140,476 | 1,184,982 | |
Eliminations | ||||
Current assets: | ||||
Merchandise inventories | (746) | (600) | (744) | |
Deferred income taxes | (9,533) | |||
Intercompany receivable | (697,854) | (675,312) | (602,001) | |
Total current assets | (698,600) | (675,912) | (612,278) | |
Other assets | (620) | (411) | (6,820) | |
Investment in subsidiaries | (1,415,164) | (1,410,631) | (1,404,444) | |
Total assets | (2,114,384) | (2,086,954) | (2,023,542) | |
Current liabilities: | ||||
Accrued and other current liabilities | 123 | |||
Deferred income taxes | (9,656) | |||
Intercompany payable | (698,600) | (675,912) | (602,745) | |
Total current liabilities | (698,600) | (675,912) | (612,278) | |
Long-term liabilities: | ||||
Deferred income taxes | (620) | (411) | (6,820) | |
Total liabilities | (699,220) | (676,323) | (619,098) | |
Total stockholders' (deficit) equity | (1,415,164) | (1,410,631) | (1,404,444) | |
Total liabilities and stockholders' (deficit) equity | (2,114,384) | (2,086,954) | (2,023,542) | |
The Gymboree Corporation | ||||
Current assets: | ||||
Cash and cash equivalents | 39,730 | 982 | 1,564 | 1,689 |
Accounts receivable, net of allowance | 1,784 | 1,073 | 892 | |
Prepaid income taxes | 1,511 | 1,511 | 1,860 | |
Prepaid expenses | 2,885 | 3,359 | 2,468 | |
Intercompany receivable | 2,017 | 5,035 | ||
Total current assets | 47,927 | 6,925 | 11,819 | |
Property and equipment, net | 15,723 | 13,518 | 11,965 | |
Other assets | 2,392 | 2,899 | 7,799 | |
Investment in subsidiaries | 1,415,164 | 1,410,631 | 1,404,444 | |
Total assets | 1,481,206 | 1,433,973 | 1,436,027 | |
Current liabilities: | ||||
Accounts payable | 5,435 | 10,065 | 19,712 | |
Accrued and other current liabilities | 29,196 | 27,941 | 32,954 | |
Deferred income taxes | 9,656 | |||
Line of credit borrowings | 43,000 | 19,000 | 42,000 | |
Current portion of long-term debt | 2,500 | |||
Intercompany payable | 691,292 | 668,968 | 597,708 | |
Total current liabilities | 771,423 | 725,974 | 702,030 | |
Long-term liabilities: | ||||
Long-term debt, net | 1,010,565 | 1,040,506 | 1,092,549 | |
Lease incentives and other liabilities | 2,908 | 4,455 | 4,793 | |
Deferred income taxes | 9,343 | 11,640 | ||
Total liabilities | 1,794,239 | 1,782,575 | 1,799,372 | |
Total stockholders' (deficit) equity | (313,033) | (348,602) | (363,345) | |
Total liabilities and stockholders' (deficit) equity | 1,481,206 | 1,433,973 | 1,436,027 | |
Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 5,328 | 3,001 | 4,557 | 3,202 |
Accounts receivable, net of allowance | 15,590 | 21,149 | 21,996 | |
Merchandise inventories | 190,386 | 197,655 | 201,010 | |
Prepaid income taxes | 804 | 516 | 427 | |
Prepaid expenses | 1,180 | 2,800 | 14,727 | |
Deferred income taxes | 15,992 | |||
Intercompany receivable | 695,837 | 673,936 | 596,966 | |
Total current assets | 909,125 | 899,057 | 855,675 | |
Property and equipment, net | 126,538 | 136,020 | 153,567 | |
Goodwill | 363,207 | 363,207 | 362,021 | |
Other intangible assets, net | 340,470 | 340,968 | 342,662 | |
Other assets | 1,663 | 1,200 | 1,254 | |
Total assets | 1,741,003 | 1,740,452 | 1,715,179 | |
Current liabilities: | ||||
Accounts payable | 87,906 | 97,665 | 84,613 | |
Accrued and other current liabilities | 71,466 | 60,863 | 62,429 | |
Current obligation under capital lease | 605 | 565 | ||
Total current liabilities | 159,372 | 159,133 | 147,607 | |
Long-term liabilities: | ||||
Long-term debt, net | 144 | |||
Long-term sale-leaseback financing liability, net | 25,545 | 25,578 | ||
Long-term obligation under capital lease | 2,245 | 2,704 | ||
Lease incentives and other liabilities | 43,298 | 46,117 | 48,485 | |
Deferred income taxes | 114,844 | 113,015 | 136,668 | |
Total liabilities | 343,203 | 346,088 | 335,464 | |
Total stockholders' (deficit) equity | 1,397,800 | 1,394,364 | 1,379,715 | |
Total liabilities and stockholders' (deficit) equity | 1,741,003 | 1,740,452 | 1,715,179 | |
Non-Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 17,110 | 14,181 | 16,242 | $ 13,629 |
Accounts receivable, net of allowance | 3,459 | 4,474 | 2,627 | |
Merchandise inventories | 8,978 | 9,587 | 8,642 | |
Prepaid income taxes | 178 | 169 | 472 | |
Prepaid expenses | 1,797 | 598 | 1,366 | |
Deferred income taxes | 804 | |||
Intercompany receivable | 1,376 | |||
Total current assets | 31,522 | 30,385 | 30,153 | |
Property and equipment, net | 8,679 | 8,940 | 10,868 | |
Goodwill | 10,638 | 9,530 | 12,287 | |
Other intangible assets, net | 40 | 43 | 154 | |
Other assets | 3,896 | 4,107 | 3,856 | |
Total assets | 54,775 | 53,005 | 57,318 | |
Current liabilities: | ||||
Accounts payable | 821 | 1,463 | 1,101 | |
Accrued and other current liabilities | 20,936 | 13,450 | 11,163 | |
Intercompany payable | 7,308 | 6,944 | 5,037 | |
Total current liabilities | 29,065 | 21,857 | 17,301 | |
Long-term liabilities: | ||||
Lease incentives and other liabilities | 4,498 | 4,167 | 4,731 | |
Deferred income taxes | 17 | |||
Total liabilities | 33,563 | 26,024 | 22,049 | |
Total stockholders' (deficit) equity | 17,364 | 16,267 | 24,729 | |
Noncontrolling interest | 3,848 | 10,714 | 10,540 | |
Total liabilities and stockholders' (deficit) equity | $ 54,775 | $ 53,005 | $ 57,318 |
Condensed Consolidating State79
Condensed Consolidating Statements of Cash Flows (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May 02, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net cash (used in) provided by operating activities | $ 2,252 | $ (2,639) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (3,591) | (3,140) |
Receipt of related party loan receivable | 1,741 | |
Proceeds from sale of assets | 353 | |
Other | 1 | 8 |
Net cash (used in) provided by investing activities | (1,849) | (2,779) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from ABL facility | 152,000 | 130,000 |
Payments on ABL facility | (128,000) | (121,000) |
Proceeds from ABL term loan | 50,000 | |
Payments for deferred financing costs | (3,804) | |
Repurchase of notes | (26,198) | |
Payments on capital lease and sale-leaseback financing liability | (47) | (133) |
Dividend payment by VIE to its parent | (512) | |
Net cash provided by (used in) financing activities | 43,439 | 8,867 |
Effect of exchange rate fluctuations on cash and cash equivalents | 162 | 394 |
Net (decrease) increase in cash and cash equivalents | 44,004 | 3,843 |
CASH AND CASH EQUIVALENTS: | ||
Beginning of Period | 18,164 | 18,520 |
End of period | 62,168 | 22,363 |
The Gymboree Corporation | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net cash (used in) provided by operating activities | (29,661) | (1,611) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (1,633) | (291) |
Intercompany transfers | (2,017) | (1,565) |
Net cash (used in) provided by investing activities | (3,650) | (1,856) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Intercompany transfers | 28,061 | (5,658) |
Proceeds from ABL facility | 152,000 | 130,000 |
Payments on ABL facility | (128,000) | (121,000) |
Proceeds from ABL term loan | 50,000 | |
Payments for deferred financing costs | (3,804) | |
Repurchase of notes | (26,198) | |
Net cash provided by (used in) financing activities | 72,059 | 3,342 |
Net (decrease) increase in cash and cash equivalents | 38,748 | (125) |
CASH AND CASH EQUIVALENTS: | ||
Beginning of Period | 982 | 1,689 |
End of period | 39,730 | 1,564 |
Guarantor Subsidiaries | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net cash (used in) provided by operating activities | 32,193 | (784) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (2,087) | (2,052) |
Intercompany transfers | (27,733) | 5,047 |
Other | 1 | (3) |
Net cash (used in) provided by investing activities | (29,819) | 2,992 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Intercompany transfers | (720) | |
Payments on capital lease and sale-leaseback financing liability | (47) | (133) |
Net cash provided by (used in) financing activities | (47) | (853) |
Net (decrease) increase in cash and cash equivalents | 2,327 | 1,355 |
CASH AND CASH EQUIVALENTS: | ||
Beginning of Period | 3,001 | 3,202 |
End of period | 5,328 | 4,557 |
Non-Guarantor Subsidiaries | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net cash (used in) provided by operating activities | (280) | (244) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | 129 | (797) |
Receipt of related party loan receivable | 1,741 | |
Proceeds from sale of assets | 353 | |
Intercompany transfers | 1,376 | 720 |
Other | 11 | |
Net cash (used in) provided by investing activities | 3,246 | 287 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Intercompany transfers | 313 | 2,176 |
Dividend payment by VIE to its parent | (512) | |
Net cash provided by (used in) financing activities | (199) | 2,176 |
Effect of exchange rate fluctuations on cash and cash equivalents | 162 | 394 |
Net (decrease) increase in cash and cash equivalents | 2,929 | 2,613 |
CASH AND CASH EQUIVALENTS: | ||
Beginning of Period | 14,181 | 13,629 |
End of period | 17,110 | 16,242 |
Eliminations | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Intercompany transfers | 28,374 | (4,202) |
Net cash (used in) provided by investing activities | 28,374 | (4,202) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Intercompany transfers | (28,374) | 4,202 |
Net cash provided by (used in) financing activities | $ (28,374) | $ 4,202 |