Condensed Guarantor Data | 19. Condensed Guarantor Data The Company’s 100%-owned domestic subsidiaries have fully and unconditionally guaranteed the Notes, subject to the customary automatic release provisions described above (see Note 7). The following condensed consolidating financial information presents the financial position, results of operations, comprehensive income (loss) and cash flows of The Gymboree Corporation and the guarantor and non-guarantor subsidiaries. The VIE financial results are included in those of the non-guarantor subsidiaries. Intercompany transactions are eliminated. During the 26 weeks ended July 30, 2016, our guarantor subsidiaries distributed $17.2 million in dividends and a $16.1 million capital distribution to The Gymboree Corporation. In addition, during the 26 weeks ended July 30, 2016, Gymboree Tianjin paid cash dividends to its unconsolidated direct parent, Gymboree Hong Kong Limited, totaling $5.1 million. During fiscal 2015, our guarantor subsidiaries distributed a $3.2 million dividend and a $25.9 million capital distribution to The Gymboree Corporation. During fiscal 2014, our guarantor subsidiaries distributed a $3.0 million dividend to The Gymboree Corporation. During fiscal 2015 and 2014, non-guarantor subsidiaries distributed $7.4 million and $1.8 million in the form of capital distributions to The Gymboree Corporation. Also during fiscal 2014, our Canadian subsidiary, which is part of the non-guarantor subsidiaries, issued common shares to The Gymboree Corporation valued at $18.5 million. No cash was exchanged since we immediately net settled $15.3 million and $3.2 million of intercompany liabilities payable to The Gymboree Corporation related to business operations and to our Advanced Pricing Agreement, respectively. The $18.5 million is a non-cash investing and financing activity for purposes of the condensed consolidating statements of cash flows. During fiscal 2014, our Canadian subsidiary repurchased common shares from The Gymboree Corporation valued at $3.2 million. THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 26 WEEKS ENDED JULY 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net sales: Retail $ 1,724 $ 506,166 $ 19,723 $ (12,020 ) $ 515,593 Retail Franchise — 7,594 — — 7,594 Intercompany revenue 28,164 15,467 2,154 (45,785 ) — Total net sales 29,888 529,227 21,877 (57,805 ) 523,187 Cost of goods sold, including buying and occupancy expenses (3,525 ) (320,984 ) (14,795 ) 11,898 (327,406 ) Gross profit 26,363 208,243 7,082 (45,907 ) 195,781 Selling, general and administrative expenses (51,361 ) (197,711 ) (6,667 ) 45,814 (209,925 ) Intangible asset impairment — (2,600 ) — — (2,600 ) Operating (loss) income (24,998 ) 7,932 415 (93 ) (16,744 ) Interest income 15 — 4 — 19 Interest expense (38,747 ) (834 ) — — (39,581 ) Gain on extinguishment of debt 66,853 — — — 66,853 Other income (expense) , net 227 273 (3,000 ) — (2,500 ) Income from continuing operations before taxes 3,350 7,371 (2,581 ) (93 ) 8,047 Income tax benefit (expense) 9,476 (8,593 ) (273 ) — 610 Equity in earnings of affiliates, net of tax 28,682 — — (28,682 ) — Income from continuing operations, net of tax 41,508 (1,222 ) (2,854 ) (28,775 ) 8,657 Income from discontinued operations, including gain on sale of Gymboree Play & Music, net of tax 29,180 29,853 4,006 — 63,039 Net income (loss) 70,688 28,631 1,152 (28,775 ) 71,696 Net income attributable to noncontrolling interest — — (1,008 ) — (1,008 ) Net income attributable to The Gymboree Corporation $ 70,688 $ 28,631 $ 144 $ (28,775 ) $ 70,688 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED JANUARY 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net sales: Retail $ 3,479 $ 1,152,123 $ 57,423 $ (28,419 ) $ 1,184,606 Retail Franchise — 21,533 — — 21,533 Intercompany revenue 65,069 27,484 3,163 (95,716 ) — Total net sales 68,548 1,201,140 60,586 (124,135 ) 1,206,139 Cost of goods sold, including buying and occupancy expenses (8,867 ) (730,799 ) (41,402 ) 28,310 (752,758 ) Gross profit 59,681 470,341 19,184 (95,825 ) 453,381 Selling, general and administrative expenses (92,245 ) (408,772 ) (22,344 ) 95,723 (427,638 ) Operating (loss) income (32,564 ) 61,569 (3,160 ) (102 ) 25,743 Interest income 6 9 26 — 41 Interest expense (84,464 ) (1,526 ) — — (85,990 ) Gain on extinguishment of debt 41,522 — — — 41,522 Other (expense) income, net (428 ) 163 (325 ) — (590 ) (Loss) income before income taxes (75,928 ) 60,215 (3,459 ) (102 ) (19,274 ) Income tax benefit (expense) 22,245 (23,898 ) (850 ) — (2,503 ) Equity in earnings of affiliates, net of tax 41,003 — — (41,003 ) - Net (loss) income from continuing operations (12,680 ) 36,317 (4,309 ) (41,105 ) (21,777 ) Income (loss) from discontinued operations, net of tax 2,504 4,076 6,433 — 13,013 Net (loss) income (10,176 ) 40,393 2,124 (41,105 ) (8,764 ) Net income attributable to noncontrolling interest — — (1,412 ) — (1,412 ) Net (loss) income attributable to The Gymboree Corporation $ (10,176 ) $ 40,393 $ 712 $ (41,105 ) $ (10,176 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED JANUARY 31, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net sales: Retail $ 1,882 $ 1,146,744 $ 56,926 $ (27,076 ) $ 1,178,476 Retail Franchise — 19,356 — — 19,356 Intercompany revenue 24,591 36,183 4,253 (65,027 ) — Total net sales 26,473 1,202,283 61,179 (92,103 ) 1,197,832 Cost of goods sold, including buying and occupancy expenses (6,330 ) (732,606 ) (41,968 ) 27,043 (753,861 ) Gross profit 20,143 469,677 19,211 (65,060 ) 443,971 Selling, general and administrative expenses (66,773 ) (409,373 ) (24,020 ) 65,073 (435,093 ) Goodwill and intangible asset impairment — (572,422 ) (18,974 ) — (591,396 ) Operating loss (46,630 ) (512,118 ) (23,783 ) 13 (582,518 ) Interest income — 15 213 — 228 Interest expense (81,886 ) (492 ) (46 ) 46 (82,378 ) Other (expense) income, net (739 ) 245 (41 ) — (535 ) Loss before income taxes (129,255 ) (512,350 ) (23,657 ) 59 (665,203 ) Income tax benefit (expense) 16,883 60,733 (1,282 ) — 76,334 Equity in earnings of affiliates, net of tax (465,052 ) — — 465,052 — Net loss from continuing operations (577,424 ) (451,617 ) (24,939 ) 465,111 (588,869 ) Income from discontinued operations, net of tax 3,319 5,352 133 (46 ) 8,758 Net loss (574,105 ) (446,265 ) (24,806 ) 465,065 (580,111 ) Net loss attributable to noncontrolling interest — — 6,006 — 6,006 Net loss attributable to The Gymboree Corporation $ (574,105 ) $ (446,265 ) $ (18,800 ) $ 465,065 $ (574,105 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED FEBRUARY 1, 2014 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net sales: Retail $ 1,885 $ 1,162,412 $ 62,893 $ (30,014 ) $ 1,197,176 Retail Franchise — 21,708 — — 21,708 Intercompany revenue 30,515 30,973 3,085 (64,573 ) — Total net sales 32,400 1,215,093 65,978 (94,587 ) 1,218,884 Cost of goods sold, including buying and occupancy expenses (5,824 ) (740,957 ) (43,705 ) 27,609 (762,877 ) Gross profit 26,576 474,136 22,273 (66,978 ) 456,007 Selling, general and administrative expenses (66,445 ) (406,943 ) (24,702 ) 66,974 (431,116 ) Goodwill and intangible asset impairment — (154,322 ) (2,867 ) — (157,189 ) Operating loss (39,869 ) (87,129 ) (5,296 ) (4 ) (132,298 ) Interest income 63 34 4 (1 ) 100 Interest expense (81,405 ) (153 ) (1 ) 1 (81,558 ) Loss on extinguishment of debt (834 ) — — — (834 ) Other expense, net (105 ) (1 ) (580 ) 2 (684 ) Loss before income taxes (122,150 ) (87,249 ) (5,873 ) (2 ) (215,274 ) Income tax benefit (expense) 16,408 (17,180 ) 2,652 — 1,880 Equity in earnings of affiliates, net of tax (99,223 ) — — 99,223 — Net loss from continuing operations (204,965 ) (104,429 ) (3,221 ) 99,221 (213,394 ) Income from discontinued operations, net of tax 1,938 3,431 1,674 — 7,043 Net loss (203,027 ) (100,998 ) (1,547 ) 99,221 (206,351 ) Net loss attributable to noncontrolling interest — — 3,324 — 3,324 Net (loss) income attributable to The Gymboree Corporation $ (203,027 ) $ (100,998 ) $ 1,777 $ 99,221 $ (203,027 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE 26 WEEKS ENDED JULY 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net income $ 70,688 $ 28,631 $ 1,152 $ (28,775 ) $ 71,696 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments 1,233 — 959 (959 ) 1,233 Unrealized net gain (loss) on cash flow hedges, net of tax 2,165 — (297 ) 297 2,165 Total other comprehensive income, net of tax 3,398 — 662 (662 ) 3,398 Comprehensive income 74,086 28,631 1,814 (29,437 ) 75,094 Comprehensive income attributable to noncontrolling interest — — (1,008 ) — (1,008 ) Comprehensive income attributable to The Gymboree Corporation $ 74,086 $ 28,631 $ 806 $ (29,437 ) $ 74,086 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE YEAR ENDED JANUARY 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net (loss) income $ (10,176 ) $ 40,393 $ 2,124 $ (41,105 ) $ (8,764 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments (2,193 ) — (2,834 ) 2,210 (2,817 ) Unrealized net gain (loss) on cash flow hedges, net of tax 2,602 — (289 ) 289 2,602 Total other comprehensive income (loss), net of tax 409 — (3,123 ) 2,499 (215 ) Comprehensive (loss) income (9,767 ) 40,393 (999 ) (38,606 ) (8,979 ) Comprehensive income attributable to noncontrolling interest — — (788 ) — (788 ) Comprehensive (loss) income attributable to The Gymboree Corporation $ (9,767 ) $ 40,393 $ (1,787 ) $ (38,606 ) $ (9,767 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS FOR THE YEAR ENDED JANUARY 31, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net loss $ (574,105 ) $ (446,265 ) $ (24,806 ) $ 465,065 $ (580,111 ) Other comprehensive loss, net of tax: Foreign currency translation adjustments (7,666 ) — (8,033 ) 7,591 (8,108 ) Unrealized net gain (loss) on cash flow hedges, net of tax 1,315 — (164 ) 164 1,315 Total other comprehensive loss, net of tax (6,351 ) — (8,197 ) 7,755 (6,793 ) Comprehensive loss (580,456 ) (446,265 ) (33,003 ) 472,820 (586,904 ) Comprehensive loss attributable to noncontrolling interest — — 6,448 — 6,448 Comprehensive loss attributable to The Gymboree Corporation $ (580,456 ) $ (446,265 ) $ (26,555 ) $ 472,820 $ (580,456 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE YEAR ENDED FEBRUARY 1, 2014 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net loss $ (203,027 ) $ (100,998 ) $ (1,547 ) $ 99,221 $ (206,351 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments (185 ) — 83 128 26 Unrealized net gain on cash flow hedges, net of tax 1,219 — 449 (449 ) 1,219 Total other comprehensive income, net of tax 1,034 — 532 (321 ) 1,245 Comprehensive loss (201,993 ) (100,998 ) (1,015 ) 98,900 (205,106 ) Comprehensive loss attributable to noncontrolling interest — — 3,113 — 3,113 Comprehensive (loss) income attributable to The Gymboree Corporation $ (201,993 ) $ (100,998 ) $ 2,098 $ 98,900 $ (201,993 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) As of July 30, 2016 The Gymboree Guarantor Non-guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 4,952 $ 4,607 $ 3,077 $ — $ 12,636 Restricted cash 33,505 — — — 33,505 Accounts receivable, net of allowance 1,486 10,009 795 — 12,290 Merchandise inventories — 229,118 4,258 (417 ) 232,959 Prepaid income taxes 1,332 578 136 — 2,046 Prepaid expenses 3,409 1,508 — — 4,917 Intercompany receivable 1,311 687,735 — (689,046 ) — Total current assets 45,995 933,555 8,266 (689,463 ) 298,353 Property and equipment, net 15,783 122,147 5,821 — 143,751 Goodwill — 346,818 10,223 — 357,041 Other intangible assets, net — 300,043 30 — 300,073 Restricted cash 73,566 — — — 73,566 Other assets 2,043 1,474 2,682 (471 ) 5,728 Investment in subsidiaries 1,373,355 — — (1,373,355 ) — Total assets $ 1,510,742 $ 1,704,037 $ 27,022 $ (2,063,289 ) $ 1,178,512 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable $ 8,255 $ 126,103 $ 140 $ — $ 134,498 Accrued and other current liabilities 50,370 60,121 1,418 — 111,909 Line of credit borrowings 42,000 — — — 42,000 Current portion of ABL term loan 5,527 — — — 5,527 Intercompany payable 685,536 — 3,927 (689,463 ) — Total current liabilities 791,688 186,224 5,485 (689,463 ) 293,934 Long-term liabilities: Long-term debt 970,902 — — — 970,902 Long-term sale-leaseback financing liability — 25,508 — — 25,508 Lease incentives and other liabilities 5,227 40,951 4,464 — 50,642 Deferred income taxes 16,198 95,072 — (471 ) 110,799 Total liabilities 1,784,015 347,755 9,949 (689,934 ) 1,451,785 Total stockholders’ (deficit) equity (273,273 ) 1,356,282 17,073 (1,373,355 ) (273,273 ) Noncontrolling interest — — — — — Total liabilities and stockholders’ (deficit) equity $ 1,510,742 $ 1,704,037 $ 27,022 $ (2,063,289 ) $ 1,178,512 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) As of January 30, 2016 The Gymboree Guarantor Non-guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 982 $ 2,998 $ 5,794 $ — $ 9,774 Accounts receivable, net of allowance 1,073 19,042 992 — 21,107 Merchandise inventories — 195,860 7,300 (328 ) 202,832 Prepaid income taxes 1,511 516 169 — 2,196 Prepaid expenses 3,359 2,702 275 — 6,336 Intercompany receivable — 635,684 1,376 (637,060 ) — Current assets of discontinued operations — 42,255 14,479 (38,524 ) 18,210 Total current assets 6,925 899,057 30,385 (675,912 ) 260,455 Property and equipment, net 13,518 135,498 6,534 — 155,550 Goodwill — 346,818 9,530 — 356,348 Other intangible assets, net — 303,571 37 — 303,608 Other assets 2,899 683 2,999 (411 ) 6,170 Investment in subsidiaries 1,410,631 — — (1,410,631 ) — Other assets of discontinued operations — 54,825 3,520 — 58,345 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 $ 97,144 $ 657 $ — $ 107,866 Accrued and other current liabilities 27,941 59,276 3,064 — 90,281 Line of credit borrowings 19,000 — — — 19,000 Current obligation under capital lease — 605 — — 605 Intercompany payable 668,968 — 5,969 (674,937 ) — Current liabilities of discontinued operations — 2,108 12,167 (975 ) 13,300 Total current liabilities 725,974 159,133 21,857 (675,912 ) 231,052 Long-term liabilities: Long-term debt 1,040,506 — — — 1,040,506 Long-term sale-leaseback financing liability — 25,578 — — 25,578 Long-term obligation under capital lease — 2,245 — — 2,245 Lease incentives and other liabilities 4,455 46,105 3,870 — 54,430 Deferred income taxes 11,640 113,014 — (411 ) 124,243 Other long-term liabilities of discontinued operations — 13 297 — 310 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) As of January 31, 2015 The Gymboree Guarantor Non-guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,689 $ 3,195 $ 6,207 $ — $ 11,091 Accounts receivable, net of allowance 938 15,889 5,000 — 21,827 Merchandise inventories — 190,874 5,254 (333 ) 195,795 Prepaid income taxes 1,860 306 433 — 2,599 Prepaid expenses 3,388 2,511 324 — 6,223 Deferred income taxes — 15,138 119 (9,555 ) 5,702 Intercompany receivable 3,470 574,758 720 (578,948 ) — Current assets of discontinued operations — 38,731 10,800 (34,419 ) 15,112 Total current assets 11,345 841,402 28,857 (623,255 ) 258,349 Property and equipment, net 12,306 159,117 7,704 — 179,127 Goodwill — 345,632 11,813 — 357,445 Other intangible assets, net — 305,779 240 — 306,019 Other assets 10,327 1,412 3,420 (9,332 ) 5,827 Investment in subsidiaries 1,408,447 — — (1,408,447 ) — Other assets of discontinued operations — 54,761 3,322 — 58,083 Total assets $ 1,442,425 $ 1,708,103 $ 55,356 $ (2,041,034 ) $ 1,164,850 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable $ 9,798 $ 76,092 $ 344 $ — $ 86,234 Accrued and other current liabilities 26,943 56,058 3,304 74 86,379 Deferred income taxes 9,504 — 125 (9,629 ) — Line of credit borrowings 33,000 — — — 33,000 Current obligation under capital lease — 552 — — 552 Intercompany payable 609,510 720 2,518 (612,748 ) — Current liabilities of discontinued operations — 2,164 8,012 (952 ) 9,224 Total current liabilities 688,755 135,586 14,303 (623,255 ) 215,389 Long-term liabilities: Long-term debt 1,090,955 — — — 1,090,955 Long-term obligation under capital lease — 2,850 — — 2,850 Lease incentives and other liabilities 4,906 49,294 4,257 — 58,457 Deferred income taxes — 138,075 17 (9,332 ) 128,760 Other long-term liabilities of discontinued operations — 448 256 — 704 Total liabilities 1,784,616 326,253 18,833 (632,587 ) 1,497,115 Total stockholders’ (deficit) equity (342,191 ) 1,381,850 26,597 (1,408,447 ) (342,191 ) Noncontrolling interest — — 9,926 — 9,926 Total liabilities and stockholders’ (deficit) equity $ 1,442,425 $ 1,708,103 $ 55,356 $ (2,041,034 ) $ 1,164,850 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE 26 WEEKS ENDED JULY 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (40,574 ) $ 30,307 $ 1,767 $ (17,213 ) $ (25,713 ) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (4,268 ) (6,832 ) (692 ) — (11,792 ) Proceeds from sale of Gymboree Play & Music 127,124 — — — 127,124 Increase in restricted cash (109,895 ) — — — (109,895 ) Decrease in restricted cash 2,824 — — — 2,824 Decrease in related party loan receivable — — 1,741 — 1,741 Cash distribution from subsidiary 16,124 — — (16,124 ) Intercompany transfers (1,311 ) 11,563 1,376 (11,628 ) — Other — 3 — — 3 Net cash provided by investing activities 30,598 4,734 2,425 (27,752 ) 10,005 CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers (8,454 ) — (3,174 ) 11,628 — Proceeds from ABL facility 279,000 — — — 279,000 Payments on ABL facility (256,000 ) — — — (256,000 ) Proceeds from ABL term loan 50,000 — — — 50,000 Repurchase of notes (46,796 ) — — — (46,796 ) Payments on capital lease and sale-leaseback financing liability — (98 ) — — (98 ) Payments for deferred financing costs (3,804 ) — — — (3,804 ) Dividend to The Gymboree Corporation — (17,213 ) — 17,213 — Capital distribution to The Gymboree Corporation — (16,124 ) — 16,124 — Dividend payment by VIE to its parent — — (5,080 ) — (5,080 ) Deconsolidation of VIE — — (7,768 ) — (7,768 ) Net cash provided by (used in) financing activities 13,946 (33,435 ) (16,022 ) 44,965 9,454 Effect of exchange rate fluctuations on cash and cash equivalents — — 726 — 726 Net increase (decrease) in cash and cash equivalents 3,970 1,606 (11,104 ) — (5,528 ) CASH AND CASH EQUIVALENTS: Beginning of Period 982 3,001 14,181 — 18,164 End of Period $ 4,952 $ 4,607 $ 3,077 $ — $ 12,636 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED JANUARY 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 $ (92,312 ) $ 115,473 $ 9,179 $ (3,200 ) $ 29,140 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (5,861 ) (12,903 ) (2,649 ) — (21,413 ) Increase in restricted cash (10,863 ) — — — (10,863 ) Decrease in restricted cash 10,863 — — — 10,863 Capital distribution from subsidiaries 33,221 — — (33,221 ) — Increase in related party loan receivable — — (1,741 ) — (1,741 ) Proceeds from sale of assets — — 353 — 353 Intercompany transfers 3,470 (98,159 ) (657 ) 95,346 — Other — 2 199 — 201 Net cash provided by (used in) investing activities 30,830 (111,060 ) (4,495 ) 62,125 (22,600 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers 91,790 (720 ) 4,276 (95,346 ) — Proceeds from ABL facility 470,000 — — — 470,000 Payments on ABL faciliity (484,000 ) — — — (484,000 ) Repurchase of notes (15,325 ) — — — (15,325 ) Proceeds from sale-leaseback financing liability — 26,750 — — 26,750 Payments on capital lease and sale-leaseback financing liability — (686 ) — — (686 ) Payments for deferred financing costs (1,679 ) (895 ) — — (2,574 ) Dividend to The Gymboree Corporation — (3,200 ) — 3,200 — Capital distribution to The Gymboree Corporation — (25,863 ) (7,358 ) 33,221 — Dividend payment to parent (11 ) — — — (11 ) Net cash provided by (used in) financing activities 60,775 (4,614 ) (3,082 ) (58,925 ) (5,846 ) Effect of exchange rate fluctuations on cash and cash equivalents — — (1,050 ) — (1,050 ) Net (decrease) increase in cash and cash equivalents (707 ) (201 ) 552 — (356 ) CASH AND CASH EQUIVALENTS: Cash and cash equivalents, beginning of period 1,689 3,202 13,629 — 18,520 Cash and cash equivalents end of period 982 3,001 14,181 — 18,164 Less - cash and cash equivalents of discontinued operations, end of period — 3 8,387 8,390 Cash and cash equivalents of continuing operations, end of period $ 982 $ 2,998 $ 5,794 $ — $ 9,774 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED JANUARY 31, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (128,004 ) $ 108,700 $ 546 $ (3,000 ) $ (21,758 ) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (4,153 ) (22,682 ) (5,157 ) — (31,992 ) Proceeds from sale of shares 3,207 — — (3,207 ) — Capital distribution from subsidiary 1,821 — — (1,821 ) — Intercompany transfers (3,470 ) (84,712 ) (720 ) 88,902 — Other — 20 30 — 50 Net cash used in investing activities (2,595 ) (107,374 ) (5,847 ) 83,874 (31,942 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers 83,962 720 4,220 (88,902 ) — Proceeds from ABL facility 447,000 — — — 447,000 Payments on ABL facility (414,000 ) — — — (414,000 ) Payments on capital lease — (503 ) — — (503 ) Dividend to The Gymboree Corporation — (3,000 ) — 3,000 — Dividend payment to Parent (153 ) — — — (153 ) Repurchase of shares — — (3,207 ) 3,207 — Capital distribution to The Gymboree Corporation — — (1,821 ) 1,821 — Capital contribution received by noncontrolling interest — — 992 — 992 Net cash provided by (used in) financing activities 116,809 (2,783 ) 184 (80,874 ) 33,336 Effect of exchange rate fluctuations on cash and cash equivalents — — (545 ) — (545 ) Net decrease in cash and cash equivalents (13,790 ) (1,457 ) (5,662 ) — (20,909 ) CASH AND CASH EQUIVALENTS: Cash and cash equivalents, beginning of period 15,479 4,659 19,291 — 39,429 Cash and cash equivalents end of period 1,689 3,202 13,629 — 18,520 Less - cash and cash equivalents of discontinued operations, end of period — 7 7,422 — 7,429 Cash and cash equivalents of continuing operations, end of period $ 1,689 $ 3,195 $ 6,207 $ — $ 11,091 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED FEBRUARY 1, 2014 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (59,970 ) $ 134,236 $ 605 $ — $ 74,871 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (3,187 ) (45,263 ) (4,182 ) — (52,632 ) Dividend from subsidiary 2,500 — — (2,500 ) — Intercompany transfers — (84,681 ) — 84,681 — Other — (65 ) (429 ) — (494 ) Net cash used in investing activities (687 ) (130,009 ) (4,611 ) 82,181 (53,126 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers 90,029 — (5,348 ) (84,681 ) — Proceeds from ABL facility 123,000 — — — 123,000 Payments on ABL facility (123,000 ) — — — (123,000 ) Repurchase of notes (24,760 ) — — — (24,760 ) Payments on capital lease — (196 ) — — (196 ) Dividend to The Gymboree Corporation — (2,500 ) — 2,500 — Dividend payment to parent (7,564 ) — — — (7,564 ) Capital contribution received by noncontrolling interest — — 15,886 — 15,886 Net cash provided by (used in) financing activities 57,705 (2,696 ) 10,538 (82,181 ) (16,634 ) Effect of exchange rate fluctuations on cash and cash equivalents — — 990 — 990 Net (decrease) increase in cash and cash equivalents (2,952 ) 1,531 7,522 — 6,101 CASH AND CASH EQUIVALENTS: Cash and cash equivalents, beginning of period 18,431 3,128 11,769 — 33,328 Cash and cash equivalents end of period 15,479 4,659 19,291 — 39,429 Less - cash and cash equivalents of discontinued operations, end of period — 284 4,748 — 5,032 Cash and cash equivalents of continuing operations, end of period $ 15,479 $ 4,375 $ 14,543 $ — $ 34,397 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. |