Document and Entity Information
Document and Entity Information - USD ($) | 6 Months Ended | |
Jul. 30, 2016 | Oct. 28, 2016 | |
Document Type | 10-KT | |
Amendment Flag | false | |
Document Period End Date | Jul. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | FY | |
Trading Symbol | ck0000786110 | |
Entity Registrant Name | GYMBOREE CORP | |
Entity Central Index Key | 786,110 | |
Current Fiscal Year End Date | --07-30 | |
Entity Well-known Seasoned Issuer | No | |
Entity Current Reporting Status | No | |
Entity Voluntary Filers | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 1,000 | |
Entity Public Float | $ 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Jul. 30, 2016 | Apr. 30, 2016 | Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | [4] | Aug. 02, 2014 | May 03, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | ||||
Net sales: | |||||||||||||||||||
Net sales | $ 250,274 | [1] | $ 272,913 | [2] | $ 381,400 | [3] | $ 295,520 | $ 261,798 | $ 267,421 | $ 366,595 | $ 309,075 | $ 256,984 | $ 265,178 | $ 523,187 | $ 529,219 | $ 1,206,139 | $ 1,197,832 | $ 1,218,884 | |
Cost of goods sold, including buying and occupancy expenses | (327,406) | (339,569) | (752,758) | (753,861) | (762,877) | ||||||||||||||
Gross profit | 85,988 | [1] | 109,793 | [2] | 148,824 | [3] | 114,907 | 91,458 | 98,192 | 130,977 | 119,765 | 90,502 | 102,727 | 195,781 | 189,650 | 453,381 | 443,971 | 456,007 | |
Selling, general and administrative expenses | (209,925) | (200,215) | (427,638) | (435,093) | (431,116) | ||||||||||||||
Goodwill and intangible asset impairment | (2,600) | [1] | (591,396) | (2,600) | (591,396) | (157,189) | |||||||||||||
Operating (loss) income | (16,744) | (10,565) | 25,743 | (582,518) | (132,298) | ||||||||||||||
Interest income | 19 | 20 | 41 | 228 | 100 | ||||||||||||||
Interest expense | (39,581) | (42,707) | (85,990) | (82,378) | (81,558) | ||||||||||||||
Gain (loss) on extinguishment of debt | 18,000 | 48,800 | 41,500 | 66,853 | 41,522 | (834) | |||||||||||||
Other expense, net | (2,500) | 36 | (590) | (535) | (684) | ||||||||||||||
Income (loss) from continuing operations before taxes | 8,047 | (53,216) | (19,274) | (665,203) | (215,274) | ||||||||||||||
Income tax benefit (expense) | 610 | (1,484) | (2,503) | 76,334 | 1,880 | ||||||||||||||
Income (loss) from continuing operations, net of tax | (20,022) | [1] | 28,679 | [2] | 45,933 | [3] | (13,010) | (29,353) | (25,347) | (11,251) | (525,160) | (33,998) | (18,460) | 8,657 | (54,700) | (21,777) | (588,869) | (213,394) | |
Income from discontinued operations, including gain on sale of Gymboree Play & Music, net of tax | 60,776 | [1] | 2,263 | [2] | 2,829 | [3] | 3,358 | 3,959 | 2,867 | 1,390 | 2,766 | 1,145 | 3,457 | 63,039 | 6,826 | 13,013 | 8,758 | 7,043 | |
Net income (loss) | 40,754 | [1] | 30,942 | [2] | 48,762 | [3] | (9,652) | (25,394) | (22,480) | (9,861) | (522,394) | (32,853) | (15,003) | 71,696 | (47,874) | (8,764) | (580,111) | (206,351) | |
Net (income) loss attributable to noncontrolling interest | (1,008) | (1,713) | (1,412) | 6,006 | 3,324 | ||||||||||||||
Net income (loss) attributable to The Gymboree Corporation | 37,842 | [1] | 32,846 | [2] | 49,439 | [3] | (10,028) | (26,562) | (23,025) | (7,446) | (522,075) | (31,153) | (13,431) | 70,688 | (49,587) | (10,176) | (574,105) | (203,027) | |
Retail Stores | |||||||||||||||||||
Net sales: | |||||||||||||||||||
Net sales | 246,524 | [1] | 269,069 | [2] | 376,230 | [3] | 289,653 | 256,991 | 261,732 | 361,711 | 304,265 | 253,376 | 259,124 | 515,593 | 518,723 | 1,184,606 | 1,178,476 | 1,197,176 | |
International Retail Franchise | |||||||||||||||||||
Net sales: | |||||||||||||||||||
Net sales | $ 3,750 | [1] | $ 3,844 | [2] | $ 5,170 | [3] | $ 5,867 | $ 4,807 | $ 5,689 | $ 4,884 | $ 4,810 | $ 3,608 | $ 6,054 | $ 7,594 | $ 10,496 | $ 21,533 | $ 19,356 | $ 21,708 | |
[1] | During the 13-week period ended July 30, 2016, we: • Sold Gymboree Play & Music for a gross purchase price of $127.5 million, before certain purchase price adjustments pursuant to the purchase agreement, and recorded a $70.0 million gain on sale. In addition, Gymboree Investment Holdings L.P. sold Gymboree Tianjin (master franchisee of Gymboree Play & Music in China) during the 13-week period ended July 30, 2016. The financial results of Gymboree Play & Music and Gymboree Tianjin are shown as discontinued operations in all of the periods presented in the table above (see Note 2). • Recorded a non-cash charge of $2.6 million and a non-cash income tax benefit of $1.0 million related to the impairment of the Crazy 8 trade name. • Repurchased Notes with an aggregate principal amount of $39.6 million for $20.6 million in cash through a Tender Offer that expired on May 23, 2016 and recorded a $18.0 million 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 (see Note 7). | ||||||||||||||||||
[2] | During the 13-week period 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 and 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 (see Note 7). | ||||||||||||||||||
[3] | During the fourth quarter of fiscal 2015, we repurchased Notes with an aggregate principal amount of $58.4 million for $15.3 million in cash through open market transactions and recorded a $41.5 million gain on extinguishment of debt, net of a $1.6 million charge related to the write-off of deferred financing costs associated with the extinguished debt (see Note 7). | ||||||||||||||||||
[4] | During the third quarter of fiscal 2014, we recorded non-cash charges related to goodwill impairment of $378.8 million and trade name impairment of $212.6 million (see Note 4). In addition, during the third quarter of fiscal 2014, we recorded an income tax benefit of $78.2 million related to trade name impairment. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Jul. 30, 2016 | [1] | Apr. 30, 2016 | [2] | Jan. 30, 2016 | [3] | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | [4] | Aug. 02, 2014 | May 03, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Net income (loss) | $ 40,754 | $ 30,942 | $ 48,762 | $ (9,652) | $ (25,394) | $ (22,480) | $ (9,861) | $ (522,394) | $ (32,853) | $ (15,003) | $ 71,696 | $ (47,874) | $ (8,764) | $ (580,111) | $ (206,351) | ||||
Other comprehensive income (loss): | |||||||||||||||||||
Foreign currency translation adjustments, net of tax | 1,233 | (2,817) | (8,108) | 26 | |||||||||||||||
Unrealized net gain on cash flow hedges, net of tax | 2,165 | 2,602 | 1,315 | 1,219 | |||||||||||||||
Total other comprehensive income (loss) | 3,398 | (215) | (6,793) | 1,245 | |||||||||||||||
Comprehensive income (loss) | 75,094 | (8,979) | (586,904) | (205,106) | |||||||||||||||
Comprehensive (income) loss attributable to noncontrolling interest | (1,008) | (788) | 6,448 | 3,113 | |||||||||||||||
Comprehensive income (loss) attributable to The Gymboree Corporation | $ 74,086 | $ (9,767) | $ (580,456) | $ (201,993) | |||||||||||||||
[1] | During the 13-week period ended July 30, 2016, we: • Sold Gymboree Play & Music for a gross purchase price of $127.5 million, before certain purchase price adjustments pursuant to the purchase agreement, and recorded a $70.0 million gain on sale. In addition, Gymboree Investment Holdings L.P. sold Gymboree Tianjin (master franchisee of Gymboree Play & Music in China) during the 13-week period ended July 30, 2016. The financial results of Gymboree Play & Music and Gymboree Tianjin are shown as discontinued operations in all of the periods presented in the table above (see Note 2). • Recorded a non-cash charge of $2.6 million and a non-cash income tax benefit of $1.0 million related to the impairment of the Crazy 8 trade name. • Repurchased Notes with an aggregate principal amount of $39.6 million for $20.6 million in cash through a Tender Offer that expired on May 23, 2016 and recorded a $18.0 million 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 (see Note 7). | ||||||||||||||||||
[2] | During the 13-week period 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 and 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 (see Note 7). | ||||||||||||||||||
[3] | During the fourth quarter of fiscal 2015, we repurchased Notes with an aggregate principal amount of $58.4 million for $15.3 million in cash through open market transactions and recorded a $41.5 million gain on extinguishment of debt, net of a $1.6 million charge related to the write-off of deferred financing costs associated with the extinguished debt (see Note 7). | ||||||||||||||||||
[4] | During the third quarter of fiscal 2014, we recorded non-cash charges related to goodwill impairment of $378.8 million and trade name impairment of $212.6 million (see Note 4). In addition, during the third quarter of fiscal 2014, we recorded an income tax benefit of $78.2 million related to trade name impairment. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 |
Current assets: | |||
Cash and cash equivalents | $ 12,636 | $ 9,774 | $ 11,091 |
Restricted cash | 33,505 | ||
Accounts receivable, net of allowance of $270, $331 and $106 | 12,290 | 21,107 | 21,827 |
Merchandise inventories | 232,959 | 202,832 | 195,795 |
Prepaid income taxes | 2,046 | 2,196 | 2,599 |
Prepaid expenses | 4,917 | 6,336 | 6,223 |
Deferred income taxes | 5,702 | ||
Current assets of discontinued operations | 18,210 | 15,112 | |
Total current assets | 298,353 | 260,455 | 258,349 |
Property and equipment: | |||
Land and buildings | 22,428 | 22,428 | 22,428 |
Leasehold improvements | 193,563 | 196,949 | 195,709 |
Furniture, fixtures and equipment | 130,758 | 127,531 | 121,091 |
Total property and equipment | 346,749 | 346,908 | 339,228 |
Less accumulated depreciation and amortization | (202,998) | (191,358) | (160,101) |
Net property and equipment | 143,751 | 155,550 | 179,127 |
Goodwill | 357,041 | 356,348 | 357,445 |
Other intangible assets, net | 300,073 | 303,608 | 306,019 |
Restricted cash | 73,566 | ||
Other assets | 5,728 | 6,170 | 5,827 |
Other assets of discontinued operations | 58,345 | 58,083 | |
Total assets | 1,178,512 | 1,140,476 | 1,164,850 |
Current liabilities: | |||
Accounts payable | 134,498 | 107,866 | 86,234 |
Accrued and other current liabilities | 111,909 | 90,281 | 86,379 |
Line of credit borrowings | 42,000 | 19,000 | 33,000 |
Current portion of long-term debt | 5,527 | ||
Current obligation under capital lease | 605 | 552 | |
Current liabilities of discontinued operations | 13,300 | 9,224 | |
Total current liabilities | 293,934 | 231,052 | 215,389 |
Long-term liabilities: | |||
Long-term debt, net | 970,902 | 1,040,506 | 1,090,955 |
Long-term sale-leaseback financing liability, net | 25,508 | 25,578 | |
Long-term obligation under capital lease | 2,245 | 2,850 | |
Lease incentives and other liabilities | 44,167 | 49,355 | 53,409 |
Unrecognized tax benefits | 6,475 | 5,075 | 5,048 |
Deferred income taxes | 110,799 | 124,243 | 128,760 |
Long-term liabilities of discontinued operations | 310 | 704 | |
Total liabilities | 1,451,785 | 1,478,364 | 1,497,115 |
Commitments and contingencies (see Notes 7, 11 and 14) | |||
Stockholders' deficit: | |||
Common stock, including additional paid-in capital ($0.001 par value: 1,000 shares authorized, issued and outstanding) | 527,002 | 525,759 | 522,403 |
Accumulated deficit | (792,851) | (863,539) | (853,363) |
Accumulated other comprehensive loss | (7,424) | (10,822) | (11,231) |
Total stockholders' deficit | (273,273) | (348,602) | (342,191) |
Noncontrolling interest | 10,714 | 9,926 | |
Total deficit | (273,273) | (337,888) | (332,265) |
Total liabilities and stockholders' (deficit) equity | $ 1,178,512 | $ 1,140,476 | $ 1,164,850 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 |
Accounts receivable, allowance | $ 270 | $ 331 | $ 106 |
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 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jul. 30, 2016USD ($) | Aug. 01, 2015USD ($) | Jan. 30, 2016USD ($) | Jan. 31, 2015USD ($) | Feb. 01, 2014USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net income (loss) | $ 71,696 | $ (47,874) | $ (8,764) | $ (580,111) | $ (206,351) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | |||||
Gain on sale of Gymboree Play & Music | (70,008) | ||||
(Gain) loss on extinguishment of debt | (66,853) | (41,522) | 834 | ||
Goodwill and intangible asset impairment | 2,600 | 591,396 | 157,189 | ||
Depreciation and amortization | 19,981 | 41,355 | 44,422 | 46,416 | |
Amortization of deferred financing costs and accretion of original issue discount | 4,137 | 7,922 | 7,138 | 6,798 | |
Gain on contract termination | (2,561) | ||||
Interest rate cap contracts - adjustment to market | 2,461 | 3,861 | 2,062 | 1,135 | |
Loss on disposal/impairment of assets | 2,060 | 3,627 | 9,010 | 12,381 | |
Deferred income taxes | (13,181) | (910) | (78,466) | (2,853) | |
Share-based compensation expense | 1,243 | 3,367 | 4,624 | 5,809 | |
Other | 226 | 34 | 53 | ||
Change in assets and liabilities: | |||||
Accounts receivable | 8,695 | 33 | (3,928) | 5,567 | |
Merchandise inventories | (31,834) | (9,275) | (23,472) | 22,675 | |
Prepaid income taxes | 127 | 401 | (682) | 1,056 | |
Prepaid expenses and other assets | (447) | 104 | 18,466 | (4,378) | |
Accounts payable | 25,657 | 22,237 | (14,902) | 11,887 | |
Accrued and other current liabilities | 20,490 | 8,717 | (2,065) | 6,868 | |
Lease incentives and other liabilities | (202) | (2,013) | 4,716 | 9,785 | |
Net cash (used in) provided by operating activities | (25,713) | (41,966) | 29,140 | (21,758) | 74,871 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Capital expenditures | (11,792) | (21,413) | (31,992) | (52,632) | |
Proceeds from sale of Gymboree Play & Music | 127,124 | ||||
Increase in restricted cash | (109,895) | (10,863) | |||
Decrease in restricted cash | 2,824 | 10,863 | |||
Decrease (increase) in related party loan receivable | 1,741 | (1,741) | |||
Proceeds from sale of assets | 353 | ||||
Other | 3 | 201 | 50 | (494) | |
Net cash provided by (used in) investing activities | 10,005 | (15,270) | (22,600) | (31,942) | (53,126) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from ABL facility | 279,000 | 470,000 | 447,000 | 123,000 | |
Payments on ABL facility | (256,000) | (484,000) | (414,000) | (123,000) | |
Proceeds from ABL term loan | 50,000 | ||||
Repurchase of notes | (46,796) | (15,325) | (24,760) | ||
Proceeds from sale-leaseback financing liability | 26,750 | ||||
Payments on capital lease and sale-leaseback financing liability | (98) | (686) | (503) | (196) | |
Payments for deferred financing costs | (3,804) | (2,574) | |||
Dividend payment to parent | (11) | (153) | (7,564) | ||
Dividend payment by VIE to its parent | (5,080) | ||||
Deconsolidation of VIE - Deemed dividend | (7,768) | ||||
Capital contribution received by noncontrolling interest | 992 | 15,886 | |||
Net cash provided by (used in) financing activities | 9,454 | 62,305 | (5,846) | 33,336 | (16,634) |
Effect of exchange rate fluctuations on cash and cash equivalents | 726 | (92) | (1,050) | (545) | 990 |
Net (decrease) increase in cash and cash equivalents | (5,528) | 4,977 | (356) | (20,909) | 6,101 |
Cash and cash equivalents, beginning of period | 18,164 | 18,520 | 18,520 | 39,429 | 33,328 |
Cash and cash equivalents end of period | 12,636 | 23,497 | 18,164 | 18,520 | 39,429 |
Less - cash and cash equivalents of discontinued operations, end of period | 8,390 | 7,429 | 5,032 | ||
Cash and cash equivalents of continuing operations, end of period | 12,636 | $ 13,881 | 9,774 | 11,091 | 34,397 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||
Capital expenditures incurred, but not yet paid | 3,461 | 1,999 | 1,927 | 4,979 | |
Assets acquired under capital lease | 4,102 | ||||
Non-cash capital contribution to noncontrolling interest | 53 | ||||
OTHER CASH FLOW INFORMATION: | |||||
Cash paid (received) for income taxes, net | 2,496 | (198) | 5,015 | 2,326 | |
Cash paid for interest | $ 34,370 | $ 74,875 | $ 73,070 | $ 73,872 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Stockholders' (Deficit) Equity | Noncontrolling Interest |
BALANCE (in shares) at Feb. 02, 2013 | 1,000 | ||||||
BALANCE at Feb. 02, 2013 | $ 441,637 | $ 519,687 | $ (76,231) | $ (5,914) | $ 437,542 | $ 4,095 | |
Share-based compensation | 5,809 | 5,809 | 5,809 | ||||
Dividend payment to Parent | (7,564) | (7,564) | (7,564) | ||||
Capital contribution to noncontrolling interest | 14,366 | 14,366 | |||||
Translation adjustments and unrealized net gain (loss) on cash flow hedges, net of tax | 1,245 | 1,034 | 1,034 | 211 | |||
Net income (loss) attributable to noncontrolling interest | (3,324) | (3,324) | |||||
Net income (loss) attributable to The Gymboree Corporation | (203,027) | (203,027) | (203,027) | ||||
BALANCE (in shares) at Feb. 01, 2014 | 1,000 | ||||||
BALANCE at Feb. 01, 2014 | 249,142 | 517,932 | (279,258) | (4,880) | 233,794 | 15,348 | |
Share-based compensation | 4,624 | 4,624 | 4,624 | ||||
Dividend payment to Parent | (153) | (153) | (153) | ||||
Capital contribution to noncontrolling interest | 1,026 | 1,026 | |||||
Translation adjustments and unrealized net gain (loss) on cash flow hedges, net of tax | (6,793) | (6,351) | (6,351) | (442) | |||
Net income (loss) attributable to noncontrolling interest | (6,006) | (6,006) | |||||
Net income (loss) attributable to The Gymboree Corporation | $ (574,105) | (574,105) | (574,105) | ||||
BALANCE (in shares) at Jan. 31, 2015 | 1,000 | 1,000 | |||||
BALANCE at Jan. 31, 2015 | $ (332,265) | 522,403 | (853,363) | (11,231) | (342,191) | 9,926 | |
Net income (loss) attributable to noncontrolling interest | 1,713 | ||||||
Net income (loss) attributable to The Gymboree Corporation | (49,587) | ||||||
BALANCE at Aug. 01, 2015 | $ (377,996) | ||||||
BALANCE (in shares) at Jan. 31, 2015 | 1,000 | 1,000 | |||||
BALANCE at Jan. 31, 2015 | $ (332,265) | 522,403 | (853,363) | (11,231) | (342,191) | 9,926 | |
Share-based compensation | 3,367 | 3,367 | 3,367 | ||||
Dividend payment to Parent | (11) | (11) | (11) | ||||
Translation adjustments and unrealized net gain (loss) on cash flow hedges, net of tax | (215) | 409 | 409 | (624) | |||
Net income (loss) attributable to noncontrolling interest | 1,412 | 1,412 | |||||
Net income (loss) attributable to The Gymboree Corporation | $ (10,176) | (10,176) | (10,176) | ||||
BALANCE (in shares) at Jan. 30, 2016 | 1,000 | 1,000 | |||||
BALANCE at Jan. 30, 2016 | $ (337,888) | 525,759 | (863,539) | (10,822) | (348,602) | 10,714 | |
Share-based compensation | 1,243 | 1,243 | 1,243 | ||||
Translation adjustments and unrealized net gain (loss) on cash flow hedges, net of tax | 3,398 | 3,398 | 3,398 | ||||
Dividend payment by VIE to its parent | (5,080) | (5,080) | |||||
Net income (loss) attributable to noncontrolling interest | 1,008 | 1,008 | |||||
Net income (loss) attributable to The Gymboree Corporation | 70,688 | 70,688 | 70,688 | ||||
Deconsolidation of VIE | $ (6,642) | $ (6,642) | |||||
BALANCE (in shares) at Jul. 30, 2016 | 1,000 | 1,000 | |||||
BALANCE at Jul. 30, 2016 | $ (273,273) | $ 527,002 | $ (792,851) | $ (7,424) | $ (273,273) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 30, 2016 | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Nature of the Business The Gymboree Corporation (the “Company,” “we” or “us”) is a specialty retailer, offering collections of high-quality apparel and accessories for children. As of July 30, 2016, we operated a total of 1,299 retail stores, as follows: United Canada Puerto Rico Total Gymboree® stores 541 48 1 590 Gymboree Outlet stores 174 — 1 175 Janie and Jack® shops (including Janie and Jack outlets) 148 — 1 149 Crazy 8® stores (including Crazy 8 outlets) 385 — — 385 Total 1,248 48 3 1,299 As of July 30, 2016, we also operated online stores at www.gymboree.com, www.janieandjack.com and www.crazy8.com. Overseas franchisees operated 56 retail stores in the Middle East, South Korea and Latin America as of July 30, 2016. Through July 14, 2016, we also offered directed parent-child developmental play programs at franchised and Company-operated Gymboree Play & Music® centers in the United States and other countries. Gymboree (Tianjin) Educational Information Consultation Co. Ltd. (“Gymboree Tianjin”) was Gymboree Play & Music’s master franchisee in China, while Gymboree (China) Commercial and Trading Co. Ltd. (“Gymboree China”) was an operator of Gymboree retail stores in China. Gymboree China and Gymboree Tianjin were collectively referred to as variable interest entities (“VIEs”). On July 15, 2016, we sold the Gymboree Play & Music business to Zeavion Holding Pte. Ltd. (“Zeavion”). Concurrent with the sale of Gymboree Play & Music, Gymboree Investment Holdings L.P. sold Gymboree Tianjin and Gymboree China to Zeavion (see Note 2). Fiscal Year Effective June 28, 2016, the Company changed its fiscal year-end from the Saturday closest to January 31st of each year to the Saturday closest to July 31st of each year. As a result of this change, our fiscal year 2016 is comprised of a 26-week transition period from January 31, 2016 through July 30, 3016. Our fiscal years 2015, 2014, and 2013 ended on January 30, 2016, January 31, 2015, and February 1, 2014, respectively. Fiscal years 2015, 2014, and 2013 include 52 weeks. References to years in the Consolidated Financial Statements relate to fiscal years rather than calendar years. Basis of Presentation On November 23, 2010 (the “Transaction Date”), The Gymboree Corporation completed a merger (the “Merger”) with Giraffe Acquisition Corporation (“Acquisition Sub”) in accordance with an Agreement and Plan of Merger (the “Merger Agreement”) with Giraffe Holding, Inc. (“Parent”), and Acquisition Sub, a wholly owned subsidiary of Parent, with the Merger funded through a combination of debt and equity financing (collectively, the “Transactions”). The Company is continuing as the surviving corporation and a 100%-owned indirect subsidiary of the Parent. At the Transaction Date, investment funds sponsored by Bain Capital Private Equity, LP (“Bain Capital”) indirectly owned a controlling interest in Parent. Certain reclassifications have been made to the consolidated balance sheets as of January 30, 2016 and January 31, 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 as of January 31, 2016. Principles of Consolidation Prior to the sale of the Gymboree Play & Music business and the VIEs on July 15, 2016, Gymboree China, Gymboree Tianjin and the Company were indirectly controlled by Gymboree Holding, Ltd. and investment funds sponsored by Bain Capital. Gymboree China and Gymboree Tianjin were determined to be variable interest entities, and we (as well as our 100%-owned subsidiaries) were a member of a related party group that controlled the VIEs and absorbed the economics of the VIEs. Based on our relationship with the VIEs, we previously determined we were most closely associated with the VIEs, and therefore, consolidated them as the primary beneficiary. However, as we had a 0% ownership interest in the VIEs, 100% of the results of operations of the VIEs were recorded as non-controlling interest. The assets of the VIEs could only be used by the VIEs. The liabilities of the VIEs were comprised mainly of short-term accrued expenses, and their creditors had no recourse to our general credit or assets. Following the sale of the VIEs on July 15, 2016, we are no longer part of a related party group that controls the VIEs and absorbs the economics of the VIEs. The financial results of the Gymboree Play & Music business and Gymboree Tianjin are reported as discontinued operations pursuant to ASC 205-20, Presentation - Discontinued Operations Consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Financial Instruments Cash Equivalents Cash equivalents consist of highly liquid investment instruments with a maturity of three months or less at date of purchase. Our cash equivalents are placed primarily in money market funds. We value these investments at their original purchase prices plus interest that has accrued at the stated rate. Income related to these securities is recorded in interest income in the consolidated statements of operations. Derivative Financial Instruments We record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting for cash flow hedges generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. At times, cash balances held at financial institutions are in excess of federally insured limits. During the 26 weeks ended July 30, 2016 and fiscal 2015 and 2014, we purchased approximately 93%, 89%, and 82%, respectively, of our inventory through one agent, which may potentially subject us to risks of concentration related to sourcing of our inventory. Accounts Receivable We record accounts receivable net of an allowance for doubtful accounts. Accounts receivable primarily include amounts due from major credit card companies, amounts due from franchisees for consumer product sales, duty drawback receivables (refund of certain custom duties paid to the U.S. Customs and Border Protection upon importation of merchandise inventories), and receivables from our co-branded credit card agreements. We estimate our allowance for doubtful accounts by considering a number of factors, including the length of time accounts receivable are past due and our previous loss history. The provision for doubtful accounts receivable is included in selling, general and administrative expenses (“SG&A”). Write-offs were insignificant for all periods presented. Merchandise Inventories Merchandise inventories are recorded at the lower of cost or market (“LCM”), with cost determined on a weighted-average basis. We review our inventory levels to identify slow-moving merchandise and broken assortments (items no longer in stock in a sufficient range of sizes) and record an adjustment when the future estimated selling price is less than cost. We take a physical count of inventories in all stores once a year and perform cycle counts throughout the year in our Dixon distribution center. We record an inventory shrink adjustment based upon physical counts and also provide for estimated shrink adjustments for the period between the last physical inventory count and each balance sheet date. Our inventory shrink estimate can be affected by changes in merchandise mix and changes in actual shrink trends. Our LCM estimate can be affected by changes in consumer demand and the promotional environment. Property and Equipment Property and equipment acquired after the Transaction Date are recorded at cost. Property and equipment acquired in the Merger are stated at estimated fair value as of the Transaction Date, less accumulated depreciation and amortization recorded subsequent to the Merger. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from approximately 3 to 25 years, except for our buildings and building improvements in Dixon, California, which have useful lives of 39 years. Leasehold improvements, which include an allocation of directly-related internal payroll costs for employees dedicated to real estate construction projects, are amortized over the lesser of the applicable lease term, which ranges from 5 to 13 years, or the estimated useful life of the improvements. Assets recorded under capital leases are amortized over the lease term. Software costs are amortized using the straight-line method based on an estimated useful life of 3 to 7 years. Repair and maintenance costs are expensed as incurred. The Company capitalizes development-stage Store Asset Impairment Store assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the undiscounted future cash flows from the asset group are less than the carrying value, a loss is recognized equal to the difference between the carrying value of the asset group and its fair value. The fair value of the asset group is estimated based on discounted future cash flows using a discount rate commensurate with the risk. The asset group is determined at the store level, which is the lowest level for which identifiable cash flows are available. Decisions to close a store or facility can also result in accelerated depreciation over the revised useful life. For locations to be closed that are under long-term leases, we record a charge for lease buyout expense or the difference between our rent and the rate at which we expect to be able to sublease the properties and related costs, as appropriate. Most closures occur upon the lease expiration. The estimate of future cash flows is based on historical experience and available market data. These estimates can be affected by factors such as future store profitability, real estate demand and economic conditions that can be difficult to predict. Goodwill and Other Intangible Assets Goodwill We allocated goodwill to our reporting units, which we concluded were the same as our operating segments (see Note 18): Gymboree Retail (including an online store), Gymboree Outlet, Janie and Jack (including an online store), Crazy 8 (including an online store), and International Retail Franchise. We allocated goodwill to the reporting units by calculating the fair value of each reporting unit and deriving the implied fair value of each reporting unit’s goodwill as of the Merger. Goodwill is tested for impairment on an annual basis at the end of our fourth fiscal period of each year (fiscal November) and at an interim date if indicators of impairment exist. Events that could result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. Goodwill is tested by performing a two-step goodwill impairment test. The first step of the two-step goodwill impairment test is to compare the fair value of the reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step of the two-step goodwill impairment test is required to measure the goodwill impairment loss. The second step includes valuing all the tangible and intangible assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit’s goodwill is compared to the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying amount. Calculating the fair value of a reporting unit and the implied fair value of reporting unit goodwill requires significant judgment. The use of different assumptions, estimates or judgments in either step of the goodwill impairment testing process, such as the estimated future cash flows of reporting units, the discount rate used to discount such cash flows, or the estimated fair value of the reporting units’ tangible and intangible assets and liabilities, could significantly increase or decrease the estimated fair value of a reporting unit or its net assets. Indefinite-Lived Intangible Assets Indefinite-lived intangible assets primarily represent trade names for each of our brands. We do not amortize intangible assets with indefinite useful lives. We test indefinite-lived intangible assets for impairment on an annual basis at the end of our fourth fiscal period of each year (fiscal November), and more frequently if indicators of potential impairment exist and indicate that it is more likely than not that the asset is impaired. Impairment of indefinite-lived intangible assets is measured by comparing the carrying amount of the asset to the discounted future cash flows that the asset is expected to generate using the relief from royalty method. If we determine that an individual asset is impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. Calculating the fair value of indefinite-lived intangible assets requires significant judgment. The use of different assumptions, estimates or judgments, such as the estimated future cash flows, royalty rates or the discount rate used to discount such cash flows, could significantly increase or decrease the estimated fair value of our indefinite-lived intangible assets. Other Intangible Assets and Liabilities Other intangible assets primarily represent franchise agreements, below market leases and a co-branded credit card agreement. Other intangible liabilities represent above market leases and are included in lease incentives and other liabilities in the accompanying consolidated balance sheets. Other intangible assets and liabilities are amortized on a straight-line basis over their estimated useful lives. We review other intangible assets with finite lives for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability of these other intangible assets is measured by comparing the carrying amount of the asset to the future undiscounted cash flows that the asset is expected to generate. If the undiscounted future cash flows are less than the carrying amount, the purchased other intangible assets with finite lives are considered to be impaired. The amount of the impairment is measured as the difference between the carrying amount of these assets and their estimated fair value. The fair value of the asset is estimated based on discounted future cash flows using a discount rate commensurate with the risk. Our estimate of future cash flows requires assumptions and judgment, including forecasting future sales and expenses and estimating useful lives of the assets. The use of different assumptions, estimates or judgments, such as the estimated future cash flows or the discount rate used to discount such cash flows, could significantly increase or decrease the estimated fair value of our other intangible assets with finite lives. Income Taxes We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities. We establish valuation allowances when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in the tax provision in the period of change. We consider all available positive and negative evidence in evaluating whether a valuation allowance is required, including prior earnings history, actual earnings over the previous 12 quarters on a cumulative basis, carryback and carryforward periods, and tax planning strategies that could potentially enhance the likelihood of realization of a deferred tax asset. Based on the weight of the positive and negative evidence, we recorded a valuation allowance during the 26 weeks ended July 30, 2016 and during fiscal 2015 and 2014 as described in Note 13. We are subject to periodic audits by the Internal Revenue Service and other taxing authorities. These audits may challenge certain of our tax positions such as the timing and amount of deductions and allocation of taxable income to the various tax jurisdictions. Determining income tax expense for tax contingencies requires management to make assumptions that are subject to factors such as proposed assessments by tax authorities, changes in facts and circumstances, issuance of new regulations, and resolution of tax audits. Actual results could materially differ from these estimates and could significantly affect the effective tax rate and cash flows in future years. Rent Expense Many of our operating leases contain free rent periods and predetermined fixed increases of the minimum rental rate during the initial lease term. For these leases, we recognize the related rental expense on a straight-line basis over the life of the lease, starting at the time we take possession of the property. Certain leases provide for contingent rents that are not measurable at inception. These amounts are excluded from minimum rent and are included in the determination of rent expense when it is probable that an expense has been incurred and the amount is reasonably estimable. Lease Allowances As part of many lease agreements, we receive allowances from landlords. The allowances are included in lease incentives and other liabilities and are amortized as a reduction of rent expense on a straight-line basis over the term of the lease, starting at the time we take possession of the property. Self-Insurance We are partially self-insured for workers’ compensation insurance. We record a liability, determined actuarially, for claims filed and claims incurred, but not yet reported. This liability totaled $7.9 million, $7.5 million and $6.6 million as of July 30, 2016, January 30, 2016 and January 31, 2015, respectively. Any actuarial projection of losses is subject to a high degree of variability due to external factors, including future inflation rates, litigation trends, legal interpretations, benefit level changes and claim settlement patterns. We also record a liability for employee-related health care benefits that are partially self-insured or fully self-insured, by considering claims filed and estimates of claims incurred, but not yet reported. This liability totaled $1.5 million, $1.4 million and $1.4 million as of July 30, 2016, January 30, 2016 and January 31, 2015, respectively. If the actual amount of claims filed exceeds our estimates, reserves in the accompanying consolidated balance sheets may not be sufficient and additional accruals may be required in future periods. These liabilities are included in accrued and other current liabilities in the accompanying consolidated balance sheets. Foreign Currency Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the exchange rates effective on the balance sheet date. Revenues, costs of sales, expenses and other income are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are recorded as other comprehensive income (loss) within stockholders’ (deficit) equity. Foreign currency transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in other income (expense), net within the consolidated statements of operations. Revenue Recognition Revenue is recognized at the point of sale in retail stores. Online revenue is recorded when merchandise is received by the customer. Online customers generally receive merchandise within three to six days of shipment. Shipping fees received from customers are included in net sales and the associated shipping costs are included in cost of goods sold. We also sell gift cards in our retail store locations, through our online stores and through third parties. Revenue is recognized in the period that the gift card is redeemed. We recognize unredeemed gift card and merchandise credit balances when we can determine the portion of the liability for which redemption is remote (generally three years after issuance). These amounts are recorded within SG&A expenses and totaled $1.6 million, $2.9 million, $2.6 million, and $1.9 million during the 26 weeks ended July 30, 2016 and fiscal 2015, 2014, and 2013, respectively. Sales are presented net of sales return reserve, which is estimated based on historical return trends. Net retail sales also include revenue from our co-branded credit card agreements. We present taxes collected from customers and remitted to governmental authorities on a net basis (excluded from revenues). Below is a summary of the sales return reserve activity for the periods ended (in thousands): 26 Weeks Ended July 30, 2016 Year Ended January 30, 2016 January 31, 2015 February 1, 2014 Balance, beginning of period $ 1,668 $ 1,480 $ 1,434 $ 2,508 Provision for sales return 13,514 31,890 29,765 28,154 Actual sales returns (13,577 ) (31,702 ) (29,719 ) (29,228 ) Balance, end of period $ 1,605 $ 1,668 $ 1,480 $ 1,434 Sales return reserve is included in accrued and other current liabilities in the accompanying consolidated balance sheets. Prior to the July 15, 2016 sale of the Gymboree Play & Music business, initial franchise and transfer fees for all sites sold in a territory were recognized as revenue when the franchisee paid the initial franchise or transfer fee, in the form of cash and/or a note payable, the franchisee fully executed a franchise agreement and we substantially completed our obligations under such agreement. We received royalties based on each franchisee’s gross receipts from operations. Such royalty fees were recognized when earned. We also recognized revenues from consumer products and equipment sold to franchisees at the time title transferred to the franchisees. Revenues of Gymboree Play & Music are presented as discontinued operations in the accompanying consolidated statements of operations (see Note 2). For the retail franchise business, revenues consist of initial franchise fees, royalties and/or sales of authorized product. Initial franchise fees relating to area franchise sales are recognized as revenue when the franchisee has met all material conditions and we have substantially completed our obligations under such agreement, typically upon store opening. Royalties are generally based on each franchisee’s gross receipts from operations and are recorded when earned. Revenues from consumer products sold to franchisees are recorded at the time title transfers to the franchisees. We present taxes withheld by international franchises and remitted to governmental authorities on a gross basis (included in revenues). Loyalty Program Customers who enroll in the Gymboree Rewards program earn points with every purchase at Gymboree and Gymboree Outlet stores, as well as online at www.gymboree.com. Those customers who reach a cumulative purchase threshold receive a rewards certificate that can be used towards the future purchase of goods at Gymboree and Gymboree Outlet stores as well as online within 45 days from the date it is issued. We estimate the cost of rewards that will ultimately be redeemed and record this cost as a reduction of net retail sales as reward points are earned. This liability was approximately $0.5 million, $2.0 million and $1.8 million as of July 30, 2016, January 30, 2016 and January 31, 2015, respectively, and is included in accrued and other current liabilities in the accompanying consolidated balance sheets. Co-Branded Credit Card We have co-branded credit card agreements (the “Agreements”) with a third-party bank and Visa U.S.A. Inc. for the issuance of a Visa credit card bearing the Gymboree logo and administration of an associated incentive program for cardholders. We recognize revenues related to the Agreements as follows: • New account fees are reported in retail sales and are when collection is reasonably assured and all conditions under the Agreements are met. • Credit card usage fees are recognized as retail revenues as actual credit card usage occurs. • Rewards earned are recorded as gift card liabilities and recognized as retail revenues when the gift cards are redeemed. During the 26 weeks ended July 30, 2016 and fiscal 2015, 2014, and 2013, we recognized approximately $1.7 million, $3.5 million, $1.9 million, and $1.5 million, respectively, in revenue from these Agreements. These amounts are included in net retail sales in the accompanying consolidated statements of operations. Cost of Goods Sold Cost of goods sold (“COGS”) includes cost of goods, buying department expenses (including related depreciation), occupancy expenses (including amortization of below and above market leases), and shipping costs. Cost of goods consists of cost of merchandise, inbound freight and other inventory-related costs, such as shrinkage costs and lower of cost or market adjustments. Buying expenses include costs incurred to design, produce and allocate merchandise. Occupancy expenses consist of rent and other lease-required costs, including common area maintenance and utilities. Shipping costs consist of third-party delivery services to customers. As we record certain distribution expenses as a component of SG&A expenses and do not include such costs in cost of goods sold, our cost of goods sold and gross profit may not be comparable to those of other companies. Distribution expenses recorded as a component of SG&A expenses amounted to $24.0 million, $45.5 million, $43.1 million, and $37.9 million during the 26 weeks ended July 30, 2016 and fiscal 2015, 2014, and 2013, respectively. Selling, General and Administrative Expenses (“SG&A”) SG&A expenses consist of non-occupancy-related costs associated with our retail stores, distribution center and shared corporate services. These costs include payroll and benefits, depreciation and amortization, credit card fees, advertising, store pre-opening costs and other general expenses. Our distribution costs recorded in SG&A expenses represent primarily outbound shipping and handling expenses to our stores. Store Pre-opening Costs Store pre-opening costs are expensed as incurred. Advertising We capitalize direct costs for the development, production, and circulation of direct response advertising and amortize such costs over the expected sales realization cycle, typically four to six weeks. Deferred direct response costs, included in prepaid expenses, were $0.6 million, $1.0 million and $0.9 million as of July 30, 2016, January 30, 2016 and January 31, 2015, respectively. All other advertising costs are expensed as incurred. Advertising costs totaled approximately $11.6 million, $31.1 million, $24.4 million, and $20.5 million, during the 26 weeks ended July 30, 2016 and fiscal 2015, 2014, and 2013, respectively. Share-Based Compensation We recognize compensation expense on a straight-line basis for options and awards with time-based service conditions. Recently Issued Accounting Standards In 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 believe this ASU will not have a significant impact on our 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 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 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 ASU No. 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 |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jul. 30, 2016 | |
Discontinued Operations | 2. Discontinued Operations Gymboree Play & Music On July 15, 2016, we closed a transaction to sell all of the equity and certain intellectual property attributable to Gymboree Play Programs, Inc. (“Play & Music” or “GPPI”), the Company’s global Play & Music business, to Zeavion Holding Pte. Ltd. (“Zeavion”) for consideration of $127.5 million prior to certain purchase price adjustments pursuant to the Share Purchase Agreement (“SPA”). Upon closing, the Company received consideration of $128.1 million which includes a purchase price adjustment of $0.6 million related to the excess of GPPI’s net working capital over a certain target pursuant to the SPA. In connection with the sale, the Company also entered into a License and Assignment Agreement (“License Agreement”), which became effective upon the closing of the transaction. The License Agreement includes the transfer of ownership of intellectual properties attributed to Gymboree Play & Music to Zeavion and the grant of a royalty-free and perpetual license of Company-owned trade names (e.g., “Gymboree” when used in connection with the “Play & Music” trade name) to Zeavion, an unrelated third party. We also entered into a transition services agreement and an employee lease agreement with Zeavion at the closing of the transaction, which were not significant. Of the $128.1 million of proceeds received upon closing, approximately $127.1 million was attributed to the sale of GPPI and approximately $1.0 million was attributed to the transition services agreement, which will be recognized as income over a period of 1 year as services are performed. During the 26 weeks ended July 30, 2016, the Company recognized a $70.0 million gain on sale of GPPI and included such amount in income from discontinued operations in the consolidated statements of operations. Of the $128.1 million of proceeds received upon closing, approximately $109.9 million of is restricted under the Term Loan to reduce the Term Loan, fund capital expenditures or pay income taxes associated with the gain on the sale of GPPI. As of July 30, 2016, the remaining balance of the restricted cash was $107.1 million. Variable Interest Entities (Gymboree Tianjin and Gymboree China) Concurrent with the July 15, 2016 sale of GPPI, our Variable Interest Entities (“VIEs”), Gymboree Tianjin (master franchisee of Gymboree Play & Music in China) and Gymboree China (operator of Gymboree retail stores in China), indirectly controlled by Gymboree Holding, Ltd. and investment funds sponsored by Bain Capital, were also sold to Zeavion. In accordance with ASC 205-20, Presentation - Discontinued Operations Consolidation Below is the composition of income from discontinued operations for the periods ended (in thousands): 26 Weeks Ended July 30, 2016 Year Ended January 30, 2016 January 31, 2015 February 1, 2014 Net Sales $ 20,317 $ 41,212 $ 30,908 $ 25,685 Cost of goods sold, including occupancy expenses (3,907 ) (8,350 ) (6,331 ) (5,678 ) Selling, general and administrative expenses (9,482 ) (16,611 ) (13,263 ) (12,807 ) Other (expense) income, net 532 (29 ) (42 ) 267 Income from discontinued operations, before tax 7,460 16,222 11,272 7,467 Gain on sale of Gymboree Play & Music, before tax 70,008 — — — Total income from discontinued operations, before tax 77,468 16,222 11,272 7,467 Income tax expense (14,429 ) (3,209 ) (2,514 ) (424 ) Income from discontinued operations, net tax 63,039 13,013 8,758 7,043 Income from discontinued operations attributable to noncontrolling interest (4,006 ) (6,433 ) (133 ) (1,674 ) Income from discontinued operations attributable to The Gymboree Corporation $ 59,033 $ 6,580 $ 8,625 $ 5,369 Total income from discontinued operations, before tax, consists of (in thousands): 26 Weeks Ended July 30, 2016 Year Ended January 30, 2016 January 31, 2015 February 1, 2014 Income from discontinued operations attributable to The Gymboree Corporation, before tax $ 72,334 $ 7,217 $ 9,388 $ 6,150 Income from discontinued operations attributable to noncontrolling interest, before tax 5,134 9,005 1,884 1,317 Total income from discontinued operations, before tax $ 77,468 $ 16,222 $ 11,272 $ 7,467 Below is a summary of the assets and liabilities of discontinued operations as of the periods ended (in thousands): January 30, 2016 January 31, 2015 ASSETS: Cash and cash equivalents $ 8,390 $ 7,429 Accounts receivable, net 5,589 3,421 Merchandise inventories 3,810 2,542 Other current assets 421 1,720 Total current assets of discontinued operations 18,210 15,112 Net property and equipment 2,928 3,304 Goodwill 16,389 16,389 Other intangible assets, net 37,403 37,533 Other assets 1,625 857 Total other assets of discontinued operations 58,345 58,083 Total assets of discontinued operations $ 76,555 $ 73,195 LIABILITIES: Accounts payable and accrued liabilities $ 13,300 $ 9,224 Other long-term liabilities 310 704 Total liabilities of discontinued operations $ 13,610 $ 9,928 Below is a summary of cash flows from operating and investing activities attributable to continuing and discontinued operations for the periods ended (in thousands): 26 Weeks Ended July 30, 2016 Year Ended January 30, 2016 January 31, 2015 February 1, 2014 CASH FLOWS FROM OPERATING ACTIVITIES: Net cash (used in) provided by operating activities of continuing operations $ (11,062 ) $ 12,571 $ (33,320 ) $ 67,444 Net cash (used in) provided by operating activities of discontinued operations (14,651 ) 16,569 11,562 7,427 Net cash (used in) provided by operating activities $ (25,713 ) $ 29,140 $ (21,758 ) $ 74,871 CASH FLOWS FROM INVESTING ACTIVITIES: Net cash (used in) provided by investing activities of continuing operations $ (118,300 ) $ (20,333 ) $ (29,438 ) $ (51,766 ) Net cash provided by (used in) investing activities of discontinued operations 128,305 (2,267 ) (2,504 ) (1,360 ) Net cash provided by (used in) investing activities $ 10,005 $ (22,600 ) $ (31,942 ) $ (53,126 ) |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 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 July 30, 2016, January 30, 2016 and January 31, 2015, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands). There were no transfers into or out of Level 1 and Level 2 during the 26 weeks ended July 30, 2016, fiscal 2015 or fiscal 2014. July 30, 2016 Quoted Prices in Significant Other Significant (Level 3) Total Fair Value Assets Money market funds: Restricted $ 107,071 $ — $ — $ 107,071 Unrestricted 3,230 — — 3,230 Total $ 110,301 $ — $ — $ 110,301 Liabilities Forward foreign exchange contracts $ — $ 123 $ — $ 123 Total $ — $ 123 $ — $ 123 January 30, 2016 Quoted Prices in (Level 1) Significant Other Significant (Level 3) Total Fair Value Liabilities Forward foreign exchange contracts $ — $ 145 $ — $ 145 Total $ — $ 145 $ — $ 145 January 31, 2015 Quoted Prices in Significant Other Significant (Level 3) Total Fair Value Assets Interest rate caps $ — $ 17 $ — $ 17 Forward foreign exchange contracts — 96 — 96 Total $ — $ 113 $ — $ 113 Our cash equivalents and restricted cash, which are primarily placed in money market funds, are valued at their original purchase prices plus interest that has accrued at the stated rate. The fair value of our forward foreign exchange contracts was determined using the market approach and Level 2 inputs. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The carrying value of cash and cash equivalents, restricted cash, receivables, line of credit borrowings and payables balances approximate their estimated fair values due to the short maturities of these instruments. We estimate the fair value of our long-term debt using current market yields. These current market yields are considered Level 2 inputs. The estimated fair value of long-term debt is as follows (in thousands): July 30, 2016 January 30, 2016 January 31, 2015 Carrying Fair Value Carrying Fair Value Carrying Fair Value Term loan $ 769,102 $ 592,209 $ 769,102 $ 399,933 $ 769,102 $ 530,680 Notes 171,006 68,402 287,575 71,894 346,000 128,020 ABL term loan 50,000 50,000 — — — — Less unamortized discount and deferred financing costs (13,679 ) — (16,171 ) — (24,147 ) — Total $ 976,429 $ 710,611 $ 1,040,506 $ 471,827 $ 1,090,955 $ 658,700 We had no other financial assets or liabilities measured at fair value as of July 30, 2016, January 30, 2016 and January 31, 2015. Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis Our non-financial assets, which primarily consist of goodwill, other intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis and are reported at carrying value. However, on a periodic basis whenever events or changes in circumstances indicate their carrying value may not be fully recoverable, and at least annually for goodwill and indefinite-lived intangible assets, non-financial assets are assessed for impairment and, if applicable, written-down to and recorded at fair value, considering external market participant assumptions. During the 26 weeks ended July 30, 2016, we determined that there was no goodwill impairment for any of our reporting units. However, we recorded $2.6 million of impairment related to our indefinite-lived intangible assets (trade names) (see Note 4). 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 fiscal 2014, we recorded $378.8 million of goodwill impairment related to our Gymboree Retail, Gymboree Outlet, and Crazy 8 reporting units and $212.6 million of impairment related to our indefinite-lived intangible assets (see Note 4). During fiscal 2013, we recorded $140.2 million of goodwill impairment related to our Gymboree Retail, Gymboree Outlet, and Crazy 8 reporting units and $17.0 million of impairment related to our indefinite-lived intangible assets (see Note 4). During the 26 weeks ended July 30, 2016, and fiscal 2015, 2014, and 2013, we recorded impairment charges of $0.5 million, $1.3 million, $6.0 million, and $7.6 million, respectively, related to assets of under-performing stores. The fair market value of these non-financial assets was determined using the income approach and Level 3 inputs, which required management to make significant estimates about future cash flows. Management estimates the amount and timing of future cash flows based on historical operating results and its experience and knowledge of the retail market in which each store operates. During fiscal 2013, we also recorded $3.1 million of impairment related to an abandonment of assets. These impairment charges are included in SG&A expenses in the accompanying consolidated statement of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets and Liabilities | 6 Months Ended |
Jul. 30, 2016 | |
Goodwill and Intangible Assets and Liabilities | 4. Goodwill and Intangible Assets and Liabilities Goodwill Goodwill allocated to our reportable segments as of July 30, 2016, January 30, 2016, January 31, 2015, and February 1, 2014, is as follows (in thousands): Retail Stores International Retail Total Balance as of July 30, 2016 Goodwill $ 887,241 $ 23,636 $ 910,877 Accumulated impairment losses (547,285 ) — (547,285 ) Effect of exchange rate fluctuations (6,551 ) — (6,551 ) $ 333,405 $ 23,636 $ 357,041 Balance as of January 30, 2016 Goodwill $ 887,241 $ 23,636 $ 910,877 Accumulated impairment losses (547,285 ) — (547,285 ) Effect of exchange rate fluctuations (7,244 ) — (7,244 ) $ 332,712 $ 23,636 $ 356,348 Balance as of January 31, 2015 Goodwill $ 887,241 $ 23,636 $ 910,877 Accumulated impairment losses (547,285 ) — (547,285 ) Effect of exchange rate fluctuations (6,147 ) — (6,147 ) $ 333,809 $ 23,636 $ 357,445 Balance as of February 1, 2014 Goodwill $ 887,241 $ 23,636 $ 910,877 Accumulated impairment losses (168,489 ) — (168,489 ) $ 718,752 $ 23,636 $ 742,388 During the 26 weeks ended July 30, 2016 and fiscal 2015, we determined that there was no goodwill impairment for any of our reporting units. Goodwill impairment during fiscal 2014 and 2013 are as follows (in thousands): Fiscal Year Retail Stores International Retail Total 2014 $ (378,796 ) $ — $ (378,796 ) 2013 $ (140,189 ) $ — $ (140,189 ) Goodwill Impairment Goodwill is allocated to our reporting units, which are the same as our operating segments: Gymboree Retail (including an online store), Gymboree Outlet, Janie and Jack (including an online store) and International Retail Franchise. We evaluate goodwill for impairment on an annual basis at the end of our fourth fiscal period (fiscal November) each year and at an interim date if indicators of impairment exist. In connection with the softening of the retail environment and performance that did not meet expectations during the 13 weeks ended July 30, 2016, we revised our growth assumptions based on actual results and estimates of future operations. The updated assumptions resulted in a plan that reflects slower growth in revenues in certain reporting units, specifically Gymboree Retail and International Retail Franchise. We considered this to be a triggering event and performed the first step of the two-step goodwill impairment test during the 13 weeks ended July 30, 2016. The results of the Step 1 test indicated that no goodwill impairment was required for any of our reporting units for the 13 or 26 weeks ended July 30, 2016 as the fair value of each of our reporting units exceeded its carrying value by more than 40%. The goodwill impairment analysis for the reporting units was based on our projection of revenues, gross margin, operating costs and cash flows considering historical and estimated future results, general economic and market conditions, as well as the impact of planned business and operational strategies. We based our fair value estimates on assumptions we believed to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Actual results may differ from those estimates. The valuations employed present value techniques to measure fair value and considered market factors and reporting unit specific developments. We primarily used an income approach to value these reporting units. The discount rates used in the income approach ranged from 13.0% to 16.5%. We also considered a market approach. Assumptions used in the market approach include valuation multiples based on analysis of multiples for comparable public companies. Finally, specific weights were applied to the components of each approach to estimate the total implied fair value. These weights are estimates by management and are developed based on the specific characteristics, risks and uncertainties of each reporting unit. During fiscal 2014, we recognized goodwill impairment in the Gymboree Retail, Gymboree Outlet, and Crazy 8 reporting units, components of our retail stores reporting segment, of approximately $252.3 million, $67.2 million and $59.3 million, respectively (see Note 3). During fiscal 2013, due to the impact of weak results in fiscal 2013, particularly in the fourth quarter, we recognized goodwill impairment in the Crazy 8, Gymboree Retail and Gymboree Outlet reporting units, components of our retail stores reporting segment, of $85.3 million, $38.8 million and $16.1 million, respectively (see Note 3). Intangible Assets and Liabilities Intangible assets and liabilities consist of the following (in thousands): July 30, 2016 Gross Carrying Accumulated Accumulated Net Amount Intangible assets not subject to amortization - Trade names $ 530,800 $ — $ (232,200 ) $ 298,600 Intangible assets subject to amortization 12,135 (10,662 ) — 1,473 Total other intangible assets $ 542,935 $ (10,662 ) $ (232,200 ) $ 300,073 Intangible liabilities subject to amortization - Above market leases (included in Lease incentives and other liabilities) $ (10,229 ) $ 7,905 $ — $ (2,324 ) January 30, 2016 Gross Carrying Accumulated Accumulated Net Intangible assets not subject to amortization - Trade names $ 530,800 $ — $ (229,600 ) $ 301,200 Intangible assets subject to amortization 12,135 (9,727 ) — 2,408 Total other intangible assets $ 542,935 $ (9,727 ) $ (229,600 ) $ 303,608 Intangible liabilities subject to amortization - Above market leases (included in Lease incentives and other liabilities) $ (10,461 ) $ 7,435 $ — $ (3,026 ) January 31, 2015 Gross Carrying Accumulated Accumulated Net Intangible assets not subject to amortization - Trade names $ 530,800 $ — $ (229,600 ) $ 301,200 Intangible assets subject to amortization 14,744 (9,925 ) — 4,819 Total other intangible assets $ 545,544 $ (9,925 ) $ (229,600 ) $ 306,019 Intangible liabilities subject to amortization - Above market leases (included in Lease incentives and other liabilities) $ (11,400 ) $ 6,795 $ — $ (4,605 ) Indefinite-Lived Intangible Assets Impairment We test indefinite-lived intangible assets for impairment as of our annual test date, which is the end of our fourth fiscal period each year (fiscal November), and more frequently if indicators of potential impairment exist and indicate it is more likely than not that the carrying value of the assets may not be recoverable. In connection with the softening of the retail environment and performance that did not meet expectations during the 13- week period ended July 30, 2016, we revised our growth assumptions based on actual results and estimates of future operations. The updated assumptions resulted in a plan that reflects slower growth in revenues in certain reporting units, specifically Gymboree Retail and Crazy 8. We considered this to be a triggering event and tested our indefinite-lived intangible assets for impairment during the 13 weeks ended July 30, 2016. As a result, we recorded a $2.6 million impairment charge during the 13 weeks ended July 30, 2016 related to the Crazy 8 trade name, which is included as a component of goodwill and intangible asset impairment. There was no impairment related to the Gymboree trade name. During fiscal 2015, we determined that there was no impairment related to trade names. During fiscal 2014, we recognized a $212.6 million impairment charge related to trade names of our retail stores segment (see Note 3). Due to the impact of weak results in fiscal 2013, particularly in the fourth quarter, we recognized a $17.0 million impairment charge related to trade names of our retail stores segment, which is included as a component of goodwill and intangible asset impairment (see Note 3). The Company assigned the following useful lives to its intangible assets: Useful Life Location of Trade names Indefinite — Below market leases Remaining lease term COGS Co-branded credit card agreement 6.5 years SG&A Retail franchise agreement 6 years SG&A Above market leases Remaining lease term COGS Net amortization income (expense) is presented below for the periods ended (in thousands): 26 Weeks Ended July 30, 2016 Year Ended January 30, 2016 January 31, 2015 February 1, 2014 Cost of goods sold - Amortization income $ 466 $ 745 $ 958 $ 1,446 Selling, general and administrative expenses - Amortization expense $ (699 ) $ (1,408 ) $ (1,485 ) $ (3,293 ) We estimate that amortization expense (income) related to intangible assets and liabilities will be as follows in each of the next five fiscal years and thereafter (in thousands): Below Market Above Market Other Fiscal Leases Leases Intangibles Total 2017 $ 407 $ (1,196 ) $ 754 $ (35 ) 2018 223 (764 ) — (541 ) 2019 62 (225 ) — (163 ) 2020 15 (38 ) — (23 ) 2021 8 (38 ) — (30 ) Thereafter 4 (63 ) — (59 ) Total $ 719 $ (2,324 ) $ 754 $ (851 ) |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 6 Months Ended |
Jul. 30, 2016 | |
Accrued and Other Current Liabilities | 5. Accrued and Other Current Liabilities Accrued and other current liabilities consist of the following (in thousands): July 30, 2016 January 30, 2016 January 31, 2015 Employee compensation related expenses $ 27,040 $ 28,976 $ 22,884 Unredeemed gift cards, gift certificates, merchandise credits and customer deposits 19,633 20,732 22,494 Corporate expenses 23,159 17,888 16,749 Income tax payable 23,800 1,097 1,051 Store operating expenses 7,964 9,956 7,822 Accrued interest 7,428 8,760 9,845 Sales taxes 2,467 1,881 1,334 Other 418 991 4,200 Total $ 111,909 $ 90,281 $ 86,379 |
401(k) Plan
401(k) Plan | 6 Months Ended |
Jul. 30, 2016 | |
401(k) Plan | 6. 401(k) Plan We maintain a voluntary defined contribution 401(k) plan (the “Plan”) covering employees who have met certain service and eligibility requirements. Employees may elect to contribute up to 75% of their compensation to the Plan, not to exceed the dollar limit set by law. Beginning in January 2013, we contribute $1.00 to the plan for each $1.00 contributed by an employee, up to 4% of the employee’s salary. Matching contributions to the Plan totaled approximately $1.0 million, $2.5 million, $2.3 million, and $2.1 million during the 26 weeks ended July 30, 2016 and fiscal 2015, 2014, and 2013, respectively. |
Line of Credit and Long-term De
Line of Credit and Long-term Debt | 6 Months Ended |
Jul. 30, 2016 | |
Line of Credit and Long-term Debt | 7. Line of Credit and Long-term Debt Line of credit borrowings and long-term debt consists of: July 30, 2016 January 30, 2016 January 31, 2015 Line of credit borrowings $ 42,000 $ 19,000 $ 33,000 Long-term debt - ABL term loan due December 2017, LIBOR plus 10.25% Principal amount $ 50,000 $ — $ — Less unamortized deferred financing costs (3,228 ) — — ABL term loan, net of unamortized deferred financing costs 46,772 — — 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 deferred financing costs (6,062 ) (7,873 ) (11,347 ) Less unamortized discount (563 ) (732 ) (1,054 ) Term loan, net of unamortized discount and deferred financing costs 762,477 760,497 756,701 Senior notes due December 2018, 9.125% Principal amount 171,006 287,575 346,000 Less unamortized deferred financing costs (3,826 ) (7,566 ) (11,746 ) Senior notes, net of unamortized deferred financing costs 167,180 280,009 334,254 Total long-term debt, net of unamortized discount and deferred financing costs 976,429 1,040,506 1,090,955 Less current portion of long-term debt (5,527 ) — — Long-term portion of long-term debt, net of unamortized discount and deferred financing costs $ 970,902 $ 1,040,506 $ 1,090,955 Total line of credit borrowings and long-term debt, net of unamortized discount and deferred financing costs $ 1,018,429 $ 1,059,506 $ 1,123,955 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. On April 22, 2016, we entered into a second amendment (the “Second Amendment”) to the ABL Revolving Facility. The Second Amendment provides for a senior secured term loan (the “ABL Term Loan” and together with the ABL Revolving Facility, the “ABL Facility”) of $50.0 million, subject to a borrowing base, the proceeds of which may be used to finance the acquisition of working capital assets, including the purchase of inventory and equipment, in each case in the ordinary course of business, to finance capital expenditures, to finance permitted acquisitions and for general corporate purposes, including repurchases of the Notes. The maturity date of the ABL Term Loan is the same as the maturity date of the ABL Revolving Facility. In June 2016, we entered into an amendment of the ABL Facility to make certain technical changes in order to effect the change in the Company’s fiscal year as described in Note 1. The ABL Revolving Facility provides for financing of up to $225 million in a revolving line of credit. Line of credit availability under the ABL Revolving Facility is subject to a borrowing base consisting of certain assets of the Company, any subsidiary co-borrowers and any subsidiary guarantors that are available to collateralize the borrowings thereunder, and is reduced by the level of outstanding letters of credit and the outstanding amount of the ABL Term Loan. The line of credit available under the ABL Revolving Facility was reduced by letter of credit utilization totaling $27.0 million as of July 30, 2016. Undrawn line of credit availability under the ABL Revolving Facility, after being reduced by outstanding line of credit borrowings, letter of credit utilization and $50 million of ABL Term Loan, was $117.2 million as of July 30, 2016. Average line of credit borrowings during the 26 weeks ended July 30, 2016 and fiscal years 2015 and 2014 under the ABL Revolving Facility amounted to $50.1 million, $51.9 million and $32.0 million, respectively. Line of credit borrowings under the ABL Revolving Facility bear interest at a rate per annum equal to, at our option, either (a) a base rate determined by reference to the highest of (1) the prime rate of Bank of America, N.A., (2) the federal funds effective rate plus 0.50%, and (3) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00%, or (b) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs (“Adjusted LIBOR”), in each case plus an applicable margin. As of July 30, 2016, the weighted average interest rate on our line of credit borrowings outstanding under the ABL Revolving Facility was 3.5%. In addition to paying interest on outstanding line of credit borrowings under the ABL 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 Revolving Facility. The ABL Facility contains covenants that, among other things, restrict our ability to incur additional indebtedness and pay dividends. The Second Amendment also provided 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 (see Note 8). “Combined Availability” is an amount equal to (a) the ABL Term Loan borrowing base minus (b) the sum of the aggregate outstanding principal amount under the ABL Facility (including the ABL Term Loan, revolving line of credit borrowings and letter of credit utilization. “Availability” is equal to the lesser of (A) (I) the revolving credit ceiling (which as of July 30, 2016 was $225.0 million) minus (II) the aggregate principal amount outstanding under the revolving line of credit and letter of credit utilization and (B) (I) the revolving line of credit borrowing base minus (II) the aggregate principal amount outstanding under the revolving line of credit and letter of credit utilization. Under the new availability covenant, the Company and its restricted subsidiaries must maintain (i) Combined Availability in excess of the greater of (x) $17.5 million and (y) 10% of the ABL Term Loan borrowing base, and (ii) Availability in excess of the greater of (x) $17.5 million and (y) 10% of the lesser of (A) the applicable revolving line of credit borrowing base and (B) the revolving credit ceiling. 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. As of July 30, 2016, we were not required to test compliance with this covenant. Failure to maintain the minimum levels of Combined Availability and Availability required by this covenant would result in an event of default under the ABL Facility. In addition, the ABL Facility provides that if the lesser of (i) Combined Availability and (ii) Availability falls below the greater of (x) $22.5 million and (y) 12.5% of the lesser of (A) the applicable revolving line of credit borrowing base and (B) the revolving credit ceiling (the “Cash Dominion Threshold”) for 5 consecutive business days, the agent for the ABL lenders may, subject to certain exceptions, take control of the Company’s bank accounts and apply the funds therein to pay down the Company’s obligations under the ABL Facility. The Company would regain control of its bank accounts (a “Cash Dominion Cure”) once the lesser of (i) Combined Availability and (ii) Availability had exceeded the Cash Dominion Threshold for 30 consecutive days, provided that the ABL Facility permits no more than three Cash Dominion Cures in any rolling 365-day period. 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 Revolving Facility (see Note 19). 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 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 July 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. 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 19). 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 since the closing date of the Term Loan (including the ABL Term Loans). 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 July 30, 2016, the interest rate under our Term Loan was 5%. In June 2016, we entered into an amendment of the Term Loan to make certain technical changes in order to effect the change in the Company’s fiscal year as described in Note 1. 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 for the 26-week transition period ended July 30, 2016 and concluded we are not required to make any excess cash flow payments on the Term Loan during fiscal 2017. 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 2017. Our next quarterly payment payable under the Term Loan is due in the third quarter of fiscal 2017. The obligations under the Term Loan are secured, subject to certain exceptions, by substantially all of our assets and those of our 100%-owned domestic subsidiaries. Our 100%-owned domestic subsidiaries also have fully and unconditionally guaranteed the Company’s obligations under the Term Loan. Notes In fiscal 2010, we issued $400 million aggregate principal amount of 9.125% senior notes due in December 2018 (the “Notes”). Interest on the Notes is payable semi-annually. If the Company or our subsidiaries sell certain assets, we generally must either invest the net cash proceeds from such sale in our business within a certain period of time, use the proceeds to prepay senior secured debt (see Note 2), 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 19). 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 the 26 weeks ended July 30, 2016, we repurchased Notes with an aggregate principal amount of $116.6 million for $46.8 million in cash through privately negotiated transactions and through a cash tender offer (“Tender Offer”) announced on April 26, 2016, which expired on May 23, 2016 (the “2016 Repurchase”). We recorded a $66.9 million gain on extinguishment of debt, net of $2.9 million charge related to the write-off of deferred financing costs associated with the extinguished debt. The 2016 Repurchase includes $39.6 million aggregate principal amount of Notes repurchased for $20.6 million through the Tender Offer. During fiscal 2015, we repurchased Notes with an aggregate principal amount of $58.4 million for $15.3 million in cash through open market transactions (the “2015 Repurchase”). We recorded a $41.5 million gain on extinguishment of debt, net of $1.6 million charge related to the write-off of deferred financing costs associated with the extinguished debt. During fiscal 2013, we repurchased Notes with an aggregate principal amount of $25 million for $24.8 million in cash through privately negotiated transactions (the “2013 Repurchase”). We recorded a $0.8 million loss on extinguishment of debt, net of a $1.0 million charge related to the write-off of deferred financing costs associated with the extinguished debt. Future minimum principal payments on long-term debt Future minimum principal payments on long-term debt, excluding amortization of deferred financing costs of $13.1 million and accretion of original issue discount (“OID”) of $0.6 million as of July 30, 2016, are as follows (in thousands): Fiscal years Principal Payments 2017 $ 5,527 2018 984,581 Total $ 990,108 Deferred Financing Costs Deferred financing costs allocated to the Term Loan, Notes and ABL Term Loan are amortized over the term of the related financing agreements using the effective interest method. Deferred financing costs allocated to the ABL Revolving Facility and sale-leaseback financing liability (see Note 8) are amortized over the term of the related financing agreements on a straight-line basis. The weighted-average remaining amortization period of the deferred financing costs is approximately 1.9 years as of July 30, 2016. Amortization of deferred financing costs is recorded in interest expense and was approximately $4.0 million, $7.4 million, $6.8 million, and $6.5 million during the 26 weeks ended July 30, 2016, fiscal 2015, 2014, and 2013, respectively. Amortization of deferred financing costs for each of the next five fiscal years is estimated to be as follows (in thousands): Fiscal years Amount 2017 $ 9,044 2018 5,646 2019 728 2020 90 2021 90 Thereafter 335 Total $ 15,933 |
Sale-leaseback of Dixon Distrib
Sale-leaseback of Dixon Distribution Center | 6 Months Ended |
Jul. 30, 2016 | |
Sale-leaseback of Dixon Distribution Center | 8. Sale-leaseback of Dixon Distribution Center On May 5, 2015, the Company entered into an agreement to sell its distribution center in Dixon, California for gross proceeds of $26.8 million, less closing costs of $0.9 million, or net proceeds of $25.9 million, and entered into a leaseback of the property from the purchaser for a period of 15 years. Approximately $10.9 million of the net proceeds were restricted under the Term Loan to fund capital expenditures or reduce the Term Loan. The total amount of restricted funds was used to fund capital expenditures during fiscal 2015. Under the terms of the lease agreement, the Company is required to maintain a $3.5 million unconditional irrevocable letter of credit that reduces our line-of-credit borrowing base for a period up to 10 years. Due to the Company’s continuing involvement through the irrevocable letter of credit, the Company has accounted for the sale-leaseback as a financing liability. Payments made by the Company are allocated between interest expense and a reduction to the sale-leaseback financing liability. In the period that there is no longer continuing involvement by the Company, the distribution center and the sale-leaseback financing liability will be removed from our 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 (including interest) made by the Company related to the sale-leaseback financing liability during the 26 weeks ended July 30, 2016 and fiscal 2015 totaled $0.9 million and $1.3 million, respectively. The interest portion of the payments was $0.8 and $1.2 million during the 26 weeks ended July 30, 2016 and fiscal 2015, respectively. As of July 30, 2016, future payments on the sale-leaseback financing liability, excluding renewals, are as follows (in thousands): Fiscal years Payments 2017 $ 1,811 2018 1,834 2019 1,856 2020 1,880 2021 1,903 Thereafter 30,413 Total payments 39,697 Less amount representing interest (13,179 ) Less unamortized deferred financing costs (784 ) Total sale-leaseback financing liability, net of unamortized deferred financing costs 25,734 Less current portion of sale-leaseback financing liability - included in accrued liabilities (226 ) Long-term portion of sale-leaseback financing liability, net of unamortized deferred financing costs $ 25,508 As of July 30, 2016, the net carrying value of the Dixon distribution center assets that are included in property and equipment on our consolidated balance sheets amounted to $18.5 million. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jul. 30, 2016 | |
Derivative Financial Instruments | 9. Derivative Financial Instruments We enter into forward foreign exchange contracts with respect to certain purchases in United States dollars (“U.S. dollars”) of inventory to be sold in our retail stores in Canada. The purpose of these contracts is to protect our margins on the eventual sale of the inventory from fluctuations in the exchange rate for Canadian and U.S. dollars. The term of these forward foreign exchange contracts is generally less than one year. These contracts are treated as cash-flow hedges. Amounts reported in accumulated other comprehensive loss related to these forward foreign exchange contracts will be reclassified to COGS over a three-month period. We also enter into forward foreign exchange contracts with respect to short-term intercompany balances between U.S. and Canada. The purpose of these contracts is to protect us from fluctuations in the exchange rates upon the settlement of such balances. These contracts are not designated as hedges. Consequently, changes in the fair value of these contracts are included in other income. In December 2010, we paid approximately $12.1 million to enter into interest rate caps to hedge against rising interest rates associated with the $700 million principal of our Term Loan (see Note 7) above the strike rate of the cap through December 23, 2016, the maturity date of the caps. The interest rate caps were designated on the date of execution as cash-flow hedges. The premium, and any related amounts reported in accumulated other comprehensive loss, are being amortized to interest expense through December 23, 2016, as interest payments are made on the underlying Term Loan. During the 26 weeks ended July 30, 2016 and fiscal 2015, 2014, and 2013, we reclassified approximately $2.5 million, $3.9 million, $2.1 million, and $1.1 million, respectively, from accumulated other comprehensive loss to interest expense. We estimate that approximately $2.2 million will be reclassified from accumulated other comprehensive loss to interest expense within the next 12 months. For a derivative instrument designated as a cash-flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income (loss) and is subsequently recognized in earnings when the hedged exposure is recognized in earnings. Gains or losses on the derivative representing either hedge components excluded from the assessment of effectiveness or hedge ineffectiveness are recognized in earnings. We had the following outstanding derivatives designated as cash flow hedges (U.S. dollars in thousands): July 30, 2016 January 30, 2016 January 31, 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 5 8,666 6 5,492 6 4,633 Total 9 $ 708,666 10 $ 705,492 10 $ 704,633 In addition to the cash flow hedges above, the Company had one forward foreign exchange contract with a notional amount of $1.5 million that was not designated as hedges as of July 30, 2016. There were no forward foreign exchange contracts that were not designated as hedges as of January 30, 2016 and January 31, 2015. The table below presents the fair value of all of our derivative financial instruments as well as their classification on the consolidated balance sheets (in thousands) (see Note 3). July 30, 2016 January 30, 2016 January 31, 2015 Derivative Derivative Derivative Other Assets Purchased interest rate caps $ — $ — $ 17 Forward foreign exchange contracts — 96 Total $ — $ — $ 113 Accrued Liabilities Forward foreign exchange contracts $ 123 $ 145 $ — The tables below present the effect of all of our derivative financial instruments on the consolidated statements of operations and comprehensive loss (in thousands). No amounts were reclassified from accumulated other comprehensive loss into earnings as a result of forecasted transactions that failed to occur or as a result of hedge ineffectiveness (see Note 15). 26 Weeks Ended July 30, 2016 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ — Interest expense $ (2,461 ) Forward foreign exchange contracts (525 ) Cost of goods sold (229 ) Total $ (525 ) $ (2,690 ) Year Ended January 30, 2016 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (17 ) Interest expense $ (3,861 ) Forward foreign exchange contracts — Cost of goods sold 291 Total $ (17 ) $ (3,570 ) Year Ended January 31, 2015 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (582 ) Interest expense $ (2,062 ) Forward foreign exchange contracts 290 Cost of goods sold 455 Total $ (292 ) $ (1,607 ) Year Ended February 1, 2014 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (365 ) Interest expense $ (1,135 ) Forward foreign exchange contracts 715 Cost of goods sold 266 Total $ 350 $ (869 ) |
Lease Incentives and Other Liab
Lease Incentives and Other Liabilities | 6 Months Ended |
Jul. 30, 2016 | |
Lease Incentives and Other Liabilities | 10. Lease Incentives and Other Liabilities Lease incentives and other liabilities consist of the following (in thousands): July 30, 2016 January 30, 2016 January 31, 2015 Lease allowances $ 21,908 $ 22,795 $ 25,579 Deferred rent 19,422 20,784 20,569 Above market leases 2,324 3,026 4,605 Other 513 2,750 2,656 Total $ 44,167 $ 49,355 $ 53,409 |
Leases
Leases | 6 Months Ended |
Jul. 30, 2016 | |
Leases | 11. Leases Operating Leases We lease our retail store locations, corporate headquarters, certain warehouse space and certain fixtures and equipment under operating leases. The leases expire at various dates through fiscal 2027. Store leases typically have 10-year terms and some include a cancellation clause if minimum revenue levels are not achieved during a specified 12-month period during the lease term. Some leases are structured with a minimum rent component plus a percentage rent based on the store’s net sales in excess of a certain threshold. Substantially all of the leases require us to pay insurance, utilities, real estate taxes, and common area repair and maintenance expenses. In January 2016, we subleased part of our corporate headquarters under an operating lease to a third party which will expire in April 2018. Future minimum rental payments, net of rental receipts totaling approximately $3.9 million through fiscal 2018, under non-cancelable operating leases as of July 30, 2016 are as follows (in thousands): Net Payments 2017 $ 95,798 2018 81,207 2019 60,767 2020 48,831 2021 39,178 Thereafter 71,935 Total future minimum lease payments and receipts, net $ 397,716 Rent expense from continuing operations, including other lease required expenses such as common area maintenance expenses, real estate taxes, and utilities, were as follows for the 26 weeks ended July 30, 2016 and fiscal years ended (in thousands): 26 Weeks Ended Year Ended January 30, 2016 January 31, 2015 February 1, 2014 Minimum rent $ 50,517 $ 104,918 $ 106,947 $ 101,923 Other lease required expenses 26,128 55,986 55,117 53,524 Percentage rent expense 330 991 845 789 Amortization income of above and below market leases, net (466 ) (745 ) (958 ) (1,446 ) Total rent expense $ 76,509 $ 161,150 $ 161,951 $ 154,790 Operating Services Agreement On February 25, 2016, the Company terminated its operating services agreement with a third party who performed the fulfillment of our www.gymboree.com online customer orders. The Company recognized a loss on contract termination of approximately $5.7 million during the 26 weeks ended July 30, 2016, which is included as a component of SG&A expenses in the accompanying 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 26 weeks ended July 30, 2016. The early termination fee liability, which is included in accrued and other current liabilities in the accompanying consolidated balance sheets, was $4.1 million as of July 30, 2016 and was subsequently paid in August 2016. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jul. 30, 2016 | |
Share-Based Compensation | 12. Share-Based Compensation 2010 Equity Incentive Plan Parent maintains the Giraffe Holding, Inc. 2010 Equity Incentive Plan (the “2010 Plan”) under which non-qualified stock options and other equity-based awards may be granted to eligible employees and directors of, and consultants and advisors to, Parent and its subsidiaries. A maximum of 11,622,231 shares of Parent’s Class A common stock (“Class A common stock”) and 1,291,359 shares of Parent’s Class L common stock (“Class L common stock”) may be delivered in satisfaction of awards granted under the 2010 Plan. As of July 30, 2016, there were 3,017,853 shares of Class A common stock and 335,317 shares of Class L common stock available for the grant of future awards under the 2010 Plan. Shares of stock delivered under the 2010 Plan may be authorized but unissued shares of stock or previously issued shares of stock acquired by Parent. Class L common stock is a combination of preferred stock and common stock. Each share of Class L common stock, whenever issued, has a “liquidation preference” that initially equals $36.00 and will grow at a rate equal to fifteen percent (15%) per year, compounded quarterly. Each share of Class L common stock also includes all of the economic rights included in one share of Class A common stock. Class A common stock behaves like standard common stock. Class A common stock does not have a specified liquidation preference like the Class L common stock described above. The shares of Class A common stock will participate in all future appreciation of the value of Parent after the Class L common stock liquidation preference has been satisfied. The holders of Class A common stock and Class L common stock generally vote as a single class. Upon liquidation, after the payment of all required distributions to the holders of Class L common stock, the holders of all of the common shares (both Class A and Class L) will receive all remaining distributions ratably as a single class. The Class A and Class L common stock will share ratably in any non-liquidating distributions. Class L common stock will convert into Class A common stock if Parent is taken public in the future. Upon a sale of all or substantially all of the business or assets of Parent and its subsidiaries, holders of a majority of the shares of Class L common stock may elect to convert the Class L common stock into Class A common stock. Stock Options The following table summarizes the stock option activity during the 26 weeks ended July 30, 2016: Number of options Weighted-average exercise price per option Weighted-average remaining contractual life (in years) Outstanding at January 30, 2016 867 $ 9.47 8.7 Granted 78 $ 8.50 Forfeited (29 ) $ 8.50 Outstanding at July 30, 2016 916 $ 9.42 8.2 Vested and expected to vest at July 30, 2016 (1) 807 $ 9.54 8.1 Exercisable at July 30, 2016 275 $ 11.55 7.8 (1) The expected to vest options are the result of applying the pre-vesting forfeiture rate assumptions to total unvested options outstanding. The outstanding options granted by Parent to employees of the Company allow each grantee to purchase units of shares of Parent’s Class A and Class L common stock. Each unit consists of 9 shares of Parent’s Class A and 1 share of Class L common stock. The fair value of a unit was determined to be $8.50, $8.50, $8.50, and $45.00 for the 26 weeks ended July 30, 2016 and fiscal 2015, 2014, and 2013, respectively, by the Company using the Option Pricing Method, which considers the various equity securities as call options on the total equity value, giving consideration to the rights and preferences of each class of equity. The various classes of equity are modeled as call options that give their owners the right, but not the obligation, to buy the underlying equity value at a predetermined (or exercise) price. The options each have a term of ten years and vest over a five-year period based only on time-based service conditions. The weighted-average fair value of options granted under the 2010 Plan was estimated to be $6.07, $6.11, $4.43, and $30.49 per unit on the date of grant using the Black-Scholes option valuation model for the 26 weeks ended July 30, 2016 and fiscal 2015, 2014, and 2013, respectively. For purposes of this model, no dividends have been assumed. Expected stock price volatility was determined based on the historical and implied volatilities of comparable companies and based on each of the guideline company’s longest term traded options, where available. The risk-free interest rate was based on United States Treasury yields in effect at the time of the grant for notes with comparable terms as the awards. The fair value of each stock option granted was estimated using the assumptions for the following periods: 26 Weeks Ended Year Ended July 30, 2016 January 30, 2016 January 31, 2015 February 1, 2014 Expected dividend rate — — — — Expected volatility 81.4 % 81.4 % 80.9 % 75.2 % Risk-free interest rate 1.5 % 1.9 % 2.1 % 1.4 % Expected lives (years) 6.5 6.5 6.5 6.5 As of July 30, 2016, there was approximately $6.5 million of unrecognized compensation cost (net of estimated forfeitures) related to stock options, which is expected to be recognized over a weighted-average period of 3.6 years. Restricted Units Stock-based compensation cost for restricted units (“RUs”) is measured based on the value of the Company’s stock on the grant date. RU awards vest over a three-year period based only on time-based service conditions. The expense for these awards, net of estimated forfeitures, is recorded over the requisite service period based on the number of awards that are expected to be earned. As of July 30, 2016, January 30, 2016 and January 31, 2015, there were approximately 6,000, 6,000 and 19,000 RUs, respectively, with a grant date fair value of $45.00 per unit that were outstanding. During fiscal 2015, there were approximately 13,000 RUs with a grant date fair value of $45.00 per unit that vested. There were no RUs that vested during the 26 weeks ended July 30, 2016. As of July 30, 2016, there was approximately $0.1 million of unrecognized compensation cost (net of estimated forfeitures) related to unvested RUs that is expected to be recognized over a weighted average period of 0.3 years. The total fair value of RUs that vested during fiscal 2015 and fiscal 2014 was $0.1 million and $0.1 million, respectively. Share-Based Compensation Expense Share-based compensation expense included as a component of SG&A expenses was $1.2 million, $3.4 million, $4.6 million, and $5.8 million during the 26 weeks ended July 30, 2016 and fiscal 2015, 2014, and 2013, respectively. We include an estimate of forfeitures in determining share-based compensation expense. The share-based compensation expense during fiscal 2015 includes $0.2 million of upfront incremental share-based compensation expense related to a modification of certain employee stock options on May 27, 2015. The terms of the modification include a change in exercise price for certain employees with stock options that were outstanding as of May 27, 2015. As of July 30, 2016, there were approximately $0.6 million of unrecognized incremental compensation expense that will be recognized over an average period of 3.2 years. The share-based compensation expense during fiscal 2014 includes $0.3 million of upfront incremental share-based compensation expense related to a modification of certain employee stock options on December 12, 2014. The terms of the modification include changes in exercise price and vesting period for certain employees with stock options that were outstanding as of December 12, 2014. As of July 30, 2016, there were approximately $0.5 million of unrecognized incremental compensation expense that will be recognized over an average period of 3.4 years. We recognized $0.2 million of income tax benefit, $0.1 million of income tax benefit, $0.4 million of income tax expense, and $1.4 million of income tax benefits, before valuation allowance, related to share-based compensation expense during the 26 weeks ended July 30, 2016 and fiscal 2015, 2014, and 2013, respectively. During the third quarter of fiscal 2013, we established a valuation allowance against certain deferred tax assets, which eliminates existing tax benefits related to share-based compensation expense in the current and prior years. During the 26 weeks ended July 30, 2016 and fiscal 2015, 2014, and 2013 we reported no excess tax benefits as financing cash inflows. 2013 Gymboree China Phantom Equity Incentive Plan Units awarded under the Company’s 2013 Gymboree China Phantom Equity Incentive Plan (the “Phantom Plan”) represent a hypothetical equity interest in Gymboree Hong Kong Limited, the unconsolidated direct parent of the VIEs (“Gymboree HK”). Through the date of the sale of the VIEs to Zeavion on July 15, 2016 (see Note 2), the Company was a member of a related party group that controlled Gymboree HK. Units were granted to eligible employees of the Company and its subsidiaries. Each award gave the holder of the award the conditional right to receive, in accordance with the terms of the Phantom Plan and the award, a specified interest in the value of the “Pool.” For this purpose, the “Pool” means an amount of cash equal to 10% of the amount by which the sum of the amount of cash and the fair market value of marketable securities, in each case, received by Bain Fund X, L.P. and its permitted transferees in respect of shares of common stock of Gymboree HK they beneficially own exceeds a number equal to $12 million plus the amount of any additional equity investment, whether direct or indirect, by the Bain Fund X, L.P. and its permitted transferees in Gymboree HK. Under a form of award adopted under the Phantom Plan on September 12, 2013, each award would conditionally vest as to 20% of the Units subject to the award on each of the first five anniversaries of the date specified by the Phantom Plan administrator, subject to continued employment or service with the Company through the applicable anniversary. The Compensation Committee of the Board of Directors of the Company currently serves as the administrator of the Phantom Plan. Under the terms of the Phantom Plan, each award would vest and become payable upon occurrence of a “Payment Event” (e.g., a sale or a qualified IPO as defined in the Phantom Plan) at a time when the award was outstanding. Upon the occurrence of a Payment Event, the Company would become obligated to make a payment in cash to the holder of the award equal to the product of (i) the value of the Pool and (ii) (A) the number of conditionally vested Units that were outstanding under the participant’s award immediately prior to the Payment Event divided by (B) 1,000,000. All Units subject to the award would conditionally vest in full upon the occurrence of a “Sale” (as defined in the Phantom Plan). If the Payment Event were not a Sale, any portion of an award that is not then conditionally vested would remain eligible to conditionally vest in accordance with its original conditional vesting schedule. With respect to Units that conditionally vest after the occurrence of a Payment Event, if any, on the date such Units conditionally vest, the Company will make a payment in cash to the holder of the award equal to the product of (i) the value of the Pool and (ii) (A) the number of Units that conditionally vested on such date divided by (B) 1,000,000. As described in Note 2, and as referenced above, Gymboree Investment Holdings L.P. sold the VIEs to Zeavion on July 15, 2016. The sale of the VIEs constituted a “Sale” under the Phantom Plan and therefore resulted in a Payment Event pursuant to the terms of the Phantom Plan. As a result, all conditionally vested units outstanding under the Phantom Plan became payable and the Company recognized share-based compensation expense totaling $4.1 million during the 26 weeks ended July 30, 2016, which is included in SG&A expenses in the accompanying consolidated statements of operations. All award agreements issued under the Phantom Plan provide that they automatically terminate upon a Payment Event. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 30, 2016 | |
Income Taxes | 13. Income Taxes The pre-tax income (loss) attributable to foreign and domestic operations (including discontinued operations) was as follows for the 26 weeks ended July 30, 2016 and fiscal years ended (in thousands): 26 Weeks Ended Year Ended July 30, 2016 January 30, 2016 January 31, 2015 February 1, 2014 Foreign $ 2,552 $ 5,482 $ (21,813 ) $ (4,372 ) United States 82,963 (8,534 ) (632,118 ) (203,435 ) Total $ 85,515 $ (3,052 ) $ (653,931 ) $ (207,807 ) The provision for (benefit from) income taxes consists of the following for the 26 weeks ended July 30, 2016 and fiscal years ended (in thousands): 26 Weeks Ended Year Ended July 30, 2016 January 30, 2016 January 31, 2015 February 1, 2014 Current: Federal $ 22,062 $ (76 ) $ (510 ) $ 2,065 State 3,600 2,502 2,360 2,214 Foreign 1,338 4,196 2,796 (2,882 ) Total current 27,000 6,622 4,646 1,397 Deferred: Federal (12,351 ) (937 ) (71,131 ) (3,291 ) State (1,212 ) (24 ) (8,072 ) 1,821 Foreign 382 51 737 (1,383 ) Total deferred (13,181 ) (910 ) (78,466 ) (2,853 ) Total expense (benefit) $ 13,819 $ 5,712 $ (73,820 ) $ (1,456 ) The provision for (benefit from) income taxes is shown in the consolidated statements of operations as follows for the 26 weeks ended July 30, 2016 and fiscal years ended (in thousands): 26 Weeks Ended Year Ended July 30, 2016 January 30, 2016 January 31, 2015 February 1, 2014 Continuing operations $ (610 ) $ 2,503 $ (76,334 ) $ (1,880 ) Discontinued operations 14,429 3,209 2,514 424 Total expense (benefit) $ 13,819 $ 5,712 $ (73,820 ) $ (1,456 ) A reconciliation of the statutory federal income tax rate with our effective income tax rate was as follows for the 26 weeks ended July 30, 2016 and fiscal years ended: 26 Weeks Ended Year Ended July 30, 2016 January 30, 2016 January 31, 2015 February 1, 2014 Statutory federal rate 35.0 % 35.0 % 35.0 % 35.0 % State income taxes, net of income tax (expense) benefit 11.4 (1.8 ) 0.9 1.2 Benefit from intraperiod allocation — 4.9 — — Increase in valuation allowances (67.9 ) (33.4 ) (4.3 ) (13.2 ) Impact of foreign operations (net of foreign tax deductions/credit) 5.6 (3.8 ) — (0.1 ) Non-deductible goodwill impairment — — (19.9 ) (22.7 ) Cancellation of non-qualified stock options 2.6 (4.9 ) (0.3 ) (0.3 ) Reserves — — — 0.3 Federal credits (3.1 ) 2.2 0.1 0.9 Enhanced charitable contributions (2.8 ) 2.9 0.1 0.3 Tax reserves (1.7 ) (6.2 ) — — Expired charitable contributions 3.0 — — — Other 1.0 (0.3 ) 0.2 — Effective tax rate (16.9 ) (5.4 ) 11.8 1.4 Noncontrolling interest 9.3 (7.6 ) (0.2 ) (0.5 ) Total effective tax rate (7.6 )% (13.0 )% 11.6 % 0.9 % Temporary differences and carryforwards, which give rise to deferred tax assets and liabilities, were as follows (in thousands): July 30, 2016 January 30, 2016 January 31, 2015 Deferred tax assets: Inventory $ 11,258 $ 7,667 $ 8,031 Deferred revenue 2,933 2,820 2,858 State taxes 4,370 4,550 4,160 Reserves 7,458 11,154 7,152 Stock compensation 4,456 4,210 4,159 Deferred rent 8,745 9,454 9,594 Net operating loss carryforwards 1,907 31,606 37,463 Charitable contribution carryovers 707 5,875 5,299 Tax credits 3,281 8,174 7,400 Sales-leaseback financing liability 10,148 10,471 — Other 1,872 3,391 7,387 Gross deferred tax assets 57,135 99,372 93,503 Valuation allowance (30,623 ) (63,183 ) (58,582 ) Total deferred tax assets $ 26,512 $ 36,189 $ 34,921 Deferred tax liabilities: Prepaid expenses $ (1,699 ) $ (2,221 ) $ (2,317 ) Fixed asset basis differences (16,068 ) (20,877 ) (17,096 ) Intangibles (115,406 ) (131,205 ) (131,325 ) Other (1,931 ) (3,275 ) (5,449 ) Total deferred tax liabilities (135,104 ) (157,578 ) (156,187 ) Net deferred tax liabilities $ (108,592 ) $ (121,389 ) $ (121,266 ) As of July 30, 2016, January 30, 2016 and January 31, 2015, the total valuation allowance against deferred tax assets was $30.6 million, $63.2 million and $58.6 million, respectively. We establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. We consider all available positive and negative evidence in evaluating whether a valuation allowance is required, including prior earnings history, actual earnings over the previous 12 quarters on a cumulative basis, carryback and carryforward periods, and tax planning strategies that could potentially enhance the likelihood of realization of a deferred tax asset. We continue to have a valuation allowance against all net deferred tax assets in U.S. federal, unitary state, and Australian jurisdictions, excluding indefinite-lived deferred tax assets and liabilities. We intend to maintain a valuation allowance until sufficient positive evidence exists to support its reversal. As of July 30, 2016, our net operating loss carryforwards and tax credit carryforwards, with expiration dates, were as follows (in millions): July 30, 2016 Expiration Dates Federal net operating loss $ — — State net operating loss $ 18.6 2023 to 2034 Australia net operating loss $ 1.6 Indefinite Tax credits $ 2.7 2017 to 2026 Other tax credits $ 0.1 Indefinite We had unrecognized tax benefits of $6.3 million, $6.4 million, $5.6 million, and $6.6 million for the 26 weeks ended July 30, 2016 and as of fiscal year-end 2015, 2014, and 2013, respectively. Below is a reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended (in thousands): 26 Weeks Ended Year Ended July 30, 2016 January 30, 2016 January 31, 2015 February 1, 2014 Balance at beginning of period $ 6,446 $ 5,638 $ 6,565 $ 8,562 Gross increases - tax positions in current period 119 265 473 814 Gross increases - tax positions in prior period 22 1,467 322 335 Gross decreases - tax positions in prior period (151 ) (16 ) (1,217 ) (2,187 ) Settlements — (350 ) (31 ) (178 ) Lapsed statutes of limitations (217 ) (410 ) (241 ) (353 ) Decreases based on currency translation adjustments 124 (148 ) (233 ) (428 ) Balance at end of period $ 6,343 $ 6,446 $ 5,638 $ 6,565 As of July 30, 2016 and fiscal year-end 2015 and 2014, and 2013, $4.0 million, $4.1 million, $3.5 million, and $3.6 million, respectively, of unrecognized tax benefits would affect the effective tax rate if recognized. Additionally, as of July 30, 2016 and fiscal year-end 2015, 2014, and 2013, $2.3 million, $2.3 million, $2.1 million, and $3.0 million, respectively, of unrecognized tax benefits would result in adjustments to other tax accounts if recognized. We recognize interest and penalties on income tax contingencies in income tax expense. We recognized an income tax benefit of $3,000, an income tax expense of $229,000, an income tax expense of $33,000, and an income tax benefit of $102,000 during the 26 weeks ended July 30, 2016 and fiscal 2015, 2014, and 2013, respectively, related to interest expense on income taxes. We also recognized income tax benefits of $26,000, $81,000, $58,000, and $70,000 during the 26 weeks ended July 30, 2016 and fiscal 2015, 2014, and 2013, respectively, related to penalties on income taxes. As of July 30, 2016, we had a liability for interest on income taxes of $856,000 and a liability for penalties on income taxes of $461,000. As of January 30, 2016, we had a liability for interest on income taxes of $859,000 and a liability for penalties on income taxes of $487,000. As of January 31, 2015, we had a liability for interest on income taxes of $919,000 and a liability for penalties on income taxes of $568,000. As of February 1, 2014, we had a liability for interest on income taxes of $889,000 and a liability for penalties on income taxes of $626,000. We believe that it is reasonably possible that the total amount of unrecognized tax benefits of $6.3 million as of July 30, 2016 will decrease by as much as $1.1 million during the next twelve months due to the resolution of certain tax contingencies and lapses of applicable statutes of limitations. The Company and its domestic subsidiaries file income tax returns with federal, state and local tax authorities within the United States. Our foreign affiliates file income tax returns in various foreign jurisdictions, the most significant of which is Canada. With few exceptions, we are no longer subject to United States federal, state, local or foreign examinations by tax authorities for tax years before 2008. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 30, 2016 | |
Commitments and Contingencies | 14. Commitments and Contingencies Commitments Amounts representing estimated inventory and other purchase obligations used in the normal course of business as of July 30, 2016 are as follows (in thousands): Payments due by period Less than 1-3 years 3-5 years After 5 years Total Inventory purchase obligations (1) $ 283,862 $ — $ — $ — $ 283,862 Other purchase obligations (2) 17,696 17,355 3,768 — 38,819 Total contractual cash obligations $ 301,558 $ 17,355 $ 3,768 $ — $ 322,681 (1) Inventory purchase obligations include outstanding purchase orders for merchandise inventories that are enforceable and legally binding on the Company and that specify all significant terms (including fixed or minimum quantities to be purchased), fixed, minimum or variable price provisions, and the approximate timing of the transaction. (2) Other purchase obligations include commitments for professional services, information technology and fixtures and equipment. Also included is the balance of the early termination fee liability associated with the termination of the operating services agreement with a third party who performed the fulfillment of our www.gymboree.com online customer orders (see Note 11). Contingencies From time to time, we are subject to various legal actions arising in the ordinary course of our business. Many of these legal actions raise complex factual and legal issues, which are subject to uncertainties. We cannot predict with reasonable assurance the outcome of these legal actions brought against us. Accordingly, any settlements or resolutions in these legal actions may occur and affect our net income in the quarter of such settlement or resolution. However, we do not believe that the outcome of any legal actions would have a material effect on our consolidated financial statements taken as a whole. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jul. 30, 2016 | |
Accumulated Other Comprehensive Loss | 15. Accumulated Other Comprehensive Loss The following table shows the components of accumulated other comprehensive loss (“OCI”), net of tax, as of the periods ended (in thousands): July 30, 2016 January 30, 2016 January 31, 2015 February 1, 2014 Foreign currency translation $ (8,003 ) $ (9,236 ) $ (7,043 ) $ 623 Accumulated changes in fair value of derivative financial instruments, net of tax benefit 579 (1,586 ) (4,188 ) (5,503 ) Total accumulated other comprehensive loss $ (7,424 ) $ (10,822 ) $ (11,231 ) $ (4,880 ) Changes in accumulated OCI balance by component were as follows for the periods ended (in thousands): 26 Weeks Ended July 30, 2016 Derivatives Foreign Total Accumulated Beginning balance $ (1,586 ) $ (9,236 ) $ (10,822 ) Other comprehensive (loss) income recognized before reclassifications (525 ) 1,233 708 Amounts reclassified from accumulated other comprehensive loss to earnings 2,690 — 2,690 Tax expense — — — Net current-period other comprehensive income 2,165 1,233 3,398 Other comprehensive loss attributable to noncontrolling interest — — — Ending balance $ 579 $ (8,003 ) $ (7,424 ) 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 ) Year Ended January 31, 2015 Derivatives Foreign Total Accumulated Beginning balance $ (5,503 ) $ 623 $ (4,880 ) Other comprehensive loss recognized before reclassifications (292 ) (8,108 ) (8,400 ) Amounts reclassified from accumulated other comprehensive loss to earnings 1,607 — 1,607 Net current-period other comprehensive income (loss) 1,315 (8,108 ) (6,793 ) Other comprehensive loss attributable to noncontrolling interest — 442 442 Ending balance $ (4,188 ) $ (7,043 ) $ (11,231 ) Year Ended February 1, 2014 Derivatives Foreign Total Accumulated Beginning balance $ (6,722 ) $ 808 $ (5,914 ) Other comprehensive income recognized before reclassifications 350 26 376 Amounts reclassified from accumulated other comprehensive loss to earnings 869 — 869 Net current-period other comprehensive income 1,219 26 1,245 Other comprehensive income attributable to noncontrolling interest — (211 ) (211 ) Ending balance $ (5,503 ) $ 623 $ (4,880 ) |
Dividends
Dividends | 6 Months Ended |
Jul. 30, 2016 | |
Dividends | 16. Dividends 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 2014 and 2013, we distributed $0.2 million and $0.9 million, respectively, in the form of a dividend to our indirect parent, Giraffe Holding, Inc. (“Parent”). The dividend was used by Parent’s shareholders, which are investment funds sponsored by Bain Capital Private Equity, LP (“Bain Capital”), to repurchase shares. During fiscal 2013, we distributed $6.7 million in the form of a dividend to Parent, which was used by Parent’s shareholders to fund part of their equity investment in the VIE. Equity investments received by the VIEs as capital contributions from affiliate of Parent during fiscal 2014 and 2013 were $1.0 million and $15.9 million, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jul. 30, 2016 | |
Related Party Transactions | 17. Related Party Transactions Management Agreement On October 23, 2010, Acquisition Sub and Parent entered into a management agreement with Bain Capital pursuant to which Bain Capital agreed to provide certain management services to Acquisition Sub and Parent until December 31, 2020 (unless terminated earlier), with evergreen one-year extensions thereafter. We have assumed the obligations of Acquisition Sub under this agreement by operation of law as a result of the Transaction. In April 2012, Parent, Bain Capital and the Company entered into a first amended and restated management agreement. Pursuant to such agreement (as amended and restated), Bain Capital is entitled to receive an aggregate annual management fee equal to $3.0 million, which fee will be reduced by $270,000 until such time as Bain Capital notifies the Company in writing, and reimbursement for out-of-pocket expenses incurred by it or its affiliates in connection with the provision of services pursuant to the agreement or otherwise related to its investment. These amounts are recorded as a component of SG&A expenses in our consolidated statement of operations. The management agreement provides that Bain Capital is entitled to receive fees in connection with certain subsequent financing, acquisition, disposition and change of control transactions of 1% of the gross transaction value of any such transaction. As described in Note 2, the Company sold Gymboree Play & Music on July 15, 2016. As a result of such transaction, we recognized an additional management fee of approximately $1.3 million during the 26 weeks ended July 30, 2016. Such amount has been recorded as SG&A expense within net income from continuing operations in the consolidated statements of operations. The management agreement includes customary exculpation and indemnification provisions in favor of Bain Capital and its affiliates. The management agreement may be terminated by Bain Capital at any time and will terminate automatically upon an initial public offering or a change of control unless the Company and the counterparty to the management agreement determine otherwise. Upon termination, each provider of management services will be entitled to a termination fee calculated based on the present value of the annual fees due during the remaining period from the date of termination to December 31, 2020, or the then-applicable scheduled date for termination of the management agreement. We incurred approximately $2.8 million, $3.1 million, $3.1 million, and $3.6 million in management fees and reimbursement of out-of-pocket expenses to Bain Capital during the 26 weeks ended July 30, 2016 and fiscal 2015, 2014, and 2013, respectively. As of July 30, 2016, January 30, 2016 and January 31, 2015, we had a payable balance of $1.6 million, $0.2 million and $0.2 million, respectively, to Bain Capital. Management fees payable to Bain Capital as of and during the 26 weeks ended July 30, 2016 include approximately $1.3 million fees arising from the sale of Gymboree Play & Music. Franchise Agreement The Company had a ten-year Retail Store Franchise Agreement with Gymboree China to develop, own and operate Gymboree branded retail stores and website(s) to market and sell Gymboree branded products in the People’s Republic of China Territory under the Gymboree license and trademarks. This agreement was terminated as a result of the sale of Gymboree China to Zeavion on July 15, 2016 (see Note 2). Other Transactions We incurred approximately $0.9 million, $1.8 million, $1.9 million, and $2.6 million in expenses related to services purchased from LogicSource, a company owned by funds associated with Bain Capital, during the 26 weeks ended July 30, 2016 and fiscal 2015, 2014, and 2013, respectively. As of January 30, 2016 and January 31, 2015, we had a payable balance of $0.1 million and $0.3 million, respectively, to LogicSource. We had no payable to LogicSource as of July 30, 2016. As of July 30, 2016 and January 31, 2015, we had a receivable balance of $0.4 million and $0.2 million, respectively, from our indirect parent, Giraffe Holding, Inc., which relates primarily to income taxes and withholding taxes. |
Segment Information
Segment Information | 6 Months Ended |
Jul. 30, 2016 | |
Segment Information | 18. Segment Information As of July 30, 2016, our reportable segments include (1) retail stores (including online stores) and (2) International Retail Franchise (“Retail Franchise”). On July 15, 2016, the Company sold its Gymboree Play & Music segment and Gymboree Investment Holdings L.P. sold Gymboree Tianjin and Gymboree China, which were included under “VIEs” in our segment disclosure. As disclosed in Note 2, for the 26 weeks ended July 30, 2016 and for all historical periods presented, the results of Gymboree Play & Music and Gymboree Tianjin are presented as discontinued operations, while Gymboree China was deconsolidated as of July 15, 2016, the date of sale. Our 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. Net sales and gross profit of each reportable segment were as follows for the periods ended (in thousands): 26 Weeks Ended July 30, 2016 Retail International Retail Intersegment Total Net sales $ 515,593 $ 7,594 $ — $ 523,187 Gross profit $ 191,721 $ 4,060 $ — $ 195,781 Year Ended January 30, 2016 Retail Stores International Retail VIE Intersegment Total Net sales $ 1,177,193 $ 22,198 $ 7,413 $ (665 ) $ 1,206,139 Gross profit $ 439,325 $ 12,248 $ 2,473 $ (665 ) $ 453,381 Year Ended January 31, 2015 Retail Stores International Retail VIE Intersegment Total Net sales $ 1,172,626 $ 19,907 $ 5,850 $ (551 ) $ 1,197,832 Gross profit $ 432,286 $ 11,158 $ 1,078 $ (551 ) $ 443,971 Year Ended February 1, 2014 Stores International Retail Franchise VIE Intersegment Total Net sales $ 1,191,498 $ 22,252 $ 5,678 $ (544 ) $ 1,218,884 Gross profit $ 443,960 $ 11,577 $ 1,014 $ (544 ) $ 456,007 Net retail sales of the retail stores segment by brand and VIE (Gymboree China) were as follows for the periods ended (in thousands): Gymboree (1) Janie and Jack Crazy 8 Total VIE Total 26 weeks ended July 30, 2016 $ 324,609 $ 70,917 $ 120,067 $ 515,593 $ — $ 515,593 Year ended January 30, 2016 $ 752,627 $ 145,695 $ 278,871 $ 1,177,193 $ 7,413 $ 1,184,606 Year ended January 31, 2015 $ 764,145 $ 133,246 $ 275,235 $ 1,172,626 $ 5,850 $ 1,178,476 Year ended February 1, 2014 $ 803,920 $ 118,978 $ 268,600 $ 1,191,498 $ 5,678 $ 1,197,176 (1) This includes the net retail sales for Gymboree Retail and Gymboree Outlet operating segments. Interest expense, depreciation and amortization expense and capital expenditures have not been separately disclosed above as the amounts primarily relate to the retail segment. Total assets of each reportable segment, VIE (Gymboree China), and discontinued operations (Gymboree Play & Music and Gymboree Tianjin) were as follows as of the periods ended (in thousands): Retail International Retail Intersegment Discontinued Stores Franchise VIE Elimination Operations Total July 30, 2016 $ 1,151,745 $ 26,767 $ — $ — $ — $ 1,178,512 January 30, 2016 $ 1,027,622 $ 28,791 $ 8,114 $ (560 ) $ 76,509 $ 1,140,476 January 31, 2015 $ 1,055,880 $ 28,886 $ 7,530 $ (621 ) $ 73,175 $ 1,164,850 We attribute retail store revenues to individual countries based on the selling location. For Gymboree International Retail Franchise, all sales were attributed to the U.S. geographic 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): 26 Weeks Ended Year Ended July 30, 2016 January 30, 2016 January 31, 2015 February 1, 2014 United States $ 504,728 $ 1,151,403 $ 1,143,025 $ 1,161,813 International 18,459 54,736 54,807 57,071 Total $ 523,187 $ 1,206,139 $ 1,197,832 $ 1,218,884 Property and equipment, net, of our two geographical areas were as follows as of the periods ended (in thousands): July 30, 2016 January 30, 2016 January 31, 2015 United States $ 138,384 $ 149,515 $ 171,796 International 5,367 6,035 7,331 Total $ 143,751 $ 155,550 $ 179,127 |
Condensed Guarantor Data
Condensed Guarantor Data | 6 Months Ended |
Jul. 30, 2016 | |
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. |
Comparative Financial Informati
Comparative Financial Information | 6 Months Ended |
Jul. 30, 2016 | |
Comparative Financial Information | 20. Comparative Financial Information As disclosed in Note 1, effective June 28, 2016, the Company changed its fiscal year-end from the Saturday closest to January 31st of each year to the Saturday closest to July 31st of each year. As a result, the consolidated statements of operations include operating results for the 26-week transition period ended July 30, 2016. Included below is comparative financial information as of and for the 26 weeks ended July 30, 3016 and August 1, 2015 (in thousands). THE GYMBOREE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 26 Weeks Ended 26 Weeks Ended Net sales: Retail $ 515,593 $ 518,723 Retail Franchise 7,594 10,496 Total net sales 523,187 529,219 Cost of goods sold, including buying and occupancy expenses (327,406 ) (339,569 ) Gross profit 195,781 189,650 Selling, general and administrative expenses (209,925 ) (200,215 ) Goodwill and intangible asset impairment (2,600 ) — Operating loss (16,744 ) (10,565 ) Interest income 19 20 Interest expense (39,581 ) (42,707 ) Gain on extinguishment of debt 66,853 — Other (expense) income, net (2,500 ) 36 Income (loss) from continuing operations before taxes 8,047 (53,216 ) Income tax benefit (expense) 610 (1,484 ) Income (loss) from continuing operations, net of tax 8,657 (54,700 ) Income from discontinued operations, including gain on sale of Gymboree Play & Music, net of tax 63,039 6,826 Net income (loss) 71,696 (47,874 ) Net income attributable to noncontrolling interest (1,008 ) (1,713 ) Net income (loss) attributable to The Gymboree Corporation $ 70,688 $ (49,587 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS August 1, 2015 July 30, 2016 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 12,636 $ 13,881 Restricted cash 33,505 — Accounts receivable, net 12,290 20,876 Merchandise inventories 232,959 239,367 Prepaid income taxes 2,046 2,596 Prepaid expenses 4,917 18,891 Deferred income taxes — 8,147 Current assets of discontinued operations — 18,579 Total current assets 298,353 322,337 Property and equipment, net 143,751 167,538 Goodwill 357,041 357,057 Other intangible assets, net 300,073 304,692 Restricted cash 73,566 8,157 Other assets 5,728 5,274 Other assets of discontinued operations — 57,552 Total assets $ 1,178,512 $ 1,222,607 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable 134,498 $ 123,317 Accrued and other current liabilities 111,909 85,228 Line of credit borrowings 42,000 70,000 Current portion of long-term debt 5,527 — Current obligation under capital lease — 578 Current liabilities of discontinued operations — 10,529 Total current liabilities 293,934 289,652 Long-term liabilities: Long-term debt, net 970,902 1,094,107 Long-term sale-leaseback financing liability, net 25,508 25,509 Long-term obligation under capital lease — 2,555 Lease incentives and other liabilities 44,167 51,486 Unrecognized tax benefits 6,475 5,123 Deferred income taxes 110,799 131,460 Long-term liabilities of discontinued operations — 711 Total liabilities 1,451,785 1,600,603 Stockholders’ deficit: Total stockholders’ deficit (273,273 ) (389,689 ) Noncontrolling interest — 11,693 Total deficit (273,273 ) (377,996 ) Total liabilities and stockholders’ deficit $ 1,178,512 $ 1,222,607 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 26 Weeks Ended 26 Weeks Ended August 1, 2015 July 30, 2016 (Unaudited) Net cash used in operating activities $ (25,713 ) $ (41,966 ) Net cash provided by (used in) investing activities 10,005 (15,270 ) Net cash provided by financing activities 9,454 62,305 Effect of exchange rate fluctuations on cash and cash equivalents 726 (92 ) Net (decrease) increase in cash and cash equivalents (5,528 ) 4,977 Cash and cash equivalents, beginning of period 18,164 18,520 Cash and cash equivalents, end of period $ 12,636 $ 23,497 |
Quarterly Financial Information
Quarterly Financial Information | 6 Months Ended |
Jul. 30, 2016 | |
Quarterly Financial Information | 21. Quarterly Financial Information (Unaudited) The quarterly financial information presented below is derived from the Consolidated Statements of Operations (in thousands). Fiscal 2016 Quarter Ended Fiscal April 30, July 30, 2016 2016 (b) 2016 (a) Total Net sales Retail $ 269,069 $ 246,524 $ 515,593 Retail Franchise 3,844 3,750 7,594 Total net sales $ 272,913 $ 250,274 $ 523,187 Gross profit $ 109,793 $ 85,988 $ 195,781 Intangible asset impairment $ — $ (2,600 ) $ (2,600 ) Income (loss) from continuing operations, net of tax $ 28,679 $ (20,022 ) $ 8,657 Income from discontinued operations, including gain on sale of Gymboree Play & Music, net of tax $ 2,263 $ 60,776 $ 63,039 Net income $ 30,942 $ 40,754 $ 71,696 Net income attributable to The Gymboree Corporation $ 32,846 $ 37,842 $ 70,688 Fiscal 2015 Quarter Ended Fiscal May 2, August 1, October 31, January 30, 2015 2015 2015 2015 2016 (c) Total Net sales Retail $ 261,732 $ 256,991 $ 289,653 $ 376,230 $ 1,184,606 Retail Franchise 5,689 4,807 5,867 5,170 21,533 Total net sales $ 267,421 $ 261,798 $ 295,520 $ 381,400 $ 1,206,139 Gross profit $ 98,192 $ 91,458 $ 114,907 $ 148,824 $ 453,381 (Loss) income from continuing operations, net of tax $ (25,347 ) $ (29,353 ) $ (13,010 ) $ 45,933 $ (21,777 ) Income from discontinued operations, net of tax $ 2,867 $ 3,959 $ 3,358 $ 2,829 $ 13,013 Net (loss) income $ (22,480 ) $ (25,394 ) $ (9,652 ) $ 48,762 $ (8,764 ) Net (loss) income attributable to The Gymboree Corporation $ (23,025 ) $ (26,562 ) $ (10,028 ) $ 49,439 $ (10,176 ) Fiscal 2014 Quarter Ended Fiscal May 3, August 2, November 1, January 31, 2014 2014 2014 2014 (d) 2015 Total Net sales Retail $ 259,124 $ 253,376 $ 304,265 $ 361,711 $ 1,178,476 Retail Franchise 6,054 3,608 4,810 4,884 19,356 Total net sales $ 265,178 $ 256,984 $ 309,075 $ 366,595 $ 1,197,832 Gross profit $ 102,727 $ 90,502 $ 119,765 $ 130,977 $ 443,971 Goodwill and intangible asset impairment $ — $ — $ (591,396 ) $ — $ (591,396 ) Loss from continuing operations, net of tax $ (18,460 ) $ (33,998 ) $ (525,160 ) $ (11,251 ) $ (588,869 ) Income from discontinued operations, net of tax $ 3,457 $ 1,145 $ 2,766 $ 1,390 $ 8,758 Net loss $ (15,003 ) $ (32,853 ) $ (522,394 ) $ (9,861 ) $ (580,111 ) Net loss attributable to The Gymboree Corporation $ (13,431 ) $ (31,153 ) $ (522,075 ) $ (7,446 ) $ (574,105 ) (a) During the 13-week period ended July 30, 2016, we: • Sold Gymboree Play & Music for a gross purchase price of $127.5 million, before certain purchase price adjustments pursuant to the purchase agreement, and recorded a $70.0 million gain on sale. In addition, Gymboree Investment Holdings L.P. sold Gymboree Tianjin (master franchisee of Gymboree Play & Music in China) during the 13-week period ended July 30, 2016. The financial results of Gymboree Play & Music and Gymboree Tianjin are shown as discontinued operations in all of the periods presented in the table above (see Note 2). • Recorded a non-cash charge of $2.6 million and a non-cash income tax benefit of $1.0 million related to the impairment of the Crazy 8 trade name. • Repurchased Notes with an aggregate principal amount of $39.6 million for $20.6 million in cash through a Tender Offer that expired on May 23, 2016 and recorded a $18.0 million 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 (see Note 7). (b) During the 13-week period 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 and 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 (see Note 7). (c) During the fourth quarter of fiscal 2015, we repurchased Notes with an aggregate principal amount of $58.4 million for $15.3 million in cash through open market transactions and recorded a $41.5 million gain on extinguishment of debt, net of a $1.6 million charge related to the write-off of deferred financing costs associated with the extinguished debt (see Note 7). (d) During the third quarter of fiscal 2014, we recorded non-cash charges related to goodwill impairment of $378.8 million and trade name impairment of $212.6 million (see Note 4). In addition, during the third quarter of fiscal 2014, we recorded an income tax benefit of $78.2 million related to trade name impairment. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 30, 2016 | |
Fiscal Year | Fiscal Year Effective June 28, 2016, the Company changed its fiscal year-end from the Saturday closest to January 31st of each year to the Saturday closest to July 31st of each year. As a result of this change, our fiscal year 2016 is comprised of a 26-week transition period from January 31, 2016 through July 30, 3016. Our fiscal years 2015, 2014, and 2013 ended on January 30, 2016, January 31, 2015, and February 1, 2014, respectively. Fiscal years 2015, 2014, and 2013 include 52 weeks. References to years in the Consolidated Financial Statements relate to fiscal years rather than calendar years. |
Basis of Presentation | Basis of Presentation On November 23, 2010 (the “Transaction Date”), The Gymboree Corporation completed a merger (the “Merger”) with Giraffe Acquisition Corporation (“Acquisition Sub”) in accordance with an Agreement and Plan of Merger (the “Merger Agreement”) with Giraffe Holding, Inc. (“Parent”), and Acquisition Sub, a wholly owned subsidiary of Parent, with the Merger funded through a combination of debt and equity financing (collectively, the “Transactions”). The Company is continuing as the surviving corporation and a 100%-owned indirect subsidiary of the Parent. At the Transaction Date, investment funds sponsored by Bain Capital Private Equity, LP (“Bain Capital”) indirectly owned a controlling interest in Parent. Certain reclassifications have been made to the consolidated balance sheets as of January 30, 2016 and January 31, 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 as of January 31, 2016. |
Principles of Consolidation | Principles of Consolidation Prior to the sale of the Gymboree Play & Music business and the VIEs on July 15, 2016, Gymboree China, Gymboree Tianjin and the Company were indirectly controlled by Gymboree Holding, Ltd. and investment funds sponsored by Bain Capital. Gymboree China and Gymboree Tianjin were determined to be variable interest entities, and we (as well as our 100%-owned subsidiaries) were a member of a related party group that controlled the VIEs and absorbed the economics of the VIEs. Based on our relationship with the VIEs, we previously determined we were most closely associated with the VIEs, and therefore, consolidated them as the primary beneficiary. However, as we had a 0% ownership interest in the VIEs, 100% of the results of operations of the VIEs were recorded as non-controlling interest. The assets of the VIEs could only be used by the VIEs. The liabilities of the VIEs were comprised mainly of short-term accrued expenses, and their creditors had no recourse to our general credit or assets. Following the sale of the VIEs on July 15, 2016, we are no longer part of a related party group that controls the VIEs and absorbs the economics of the VIEs. The financial results of the Gymboree Play & Music business and Gymboree Tianjin are reported as discontinued operations pursuant to ASC 205-20, Presentation - Discontinued Operations Consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash Equivalents | Cash Equivalents Cash equivalents consist of highly liquid investment instruments with a maturity of three months or less at date of purchase. Our cash equivalents are placed primarily in money market funds. We value these investments at their original purchase prices plus interest that has accrued at the stated rate. Income related to these securities is recorded in interest income in the consolidated statements of operations. |
Derivative Financial Instruments | Derivative Financial Instruments We record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting for cash flow hedges generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. At times, cash balances held at financial institutions are in excess of federally insured limits. During the 26 weeks ended July 30, 2016 and fiscal 2015 and 2014, we purchased approximately 93%, 89%, and 82%, respectively, of our inventory through one agent, which may potentially subject us to risks of concentration related to sourcing of our inventory. |
Accounts Receivable | Accounts Receivable We record accounts receivable net of an allowance for doubtful accounts. Accounts receivable primarily include amounts due from major credit card companies, amounts due from franchisees for consumer product sales, duty drawback receivables (refund of certain custom duties paid to the U.S. Customs and Border Protection upon importation of merchandise inventories), and receivables from our co-branded credit card agreements. We estimate our allowance for doubtful accounts by considering a number of factors, including the length of time accounts receivable are past due and our previous loss history. The provision for doubtful accounts receivable is included in selling, general and administrative expenses (“SG&A”). Write-offs were insignificant for all periods presented. |
Merchandise Inventories | Merchandise Inventories Merchandise inventories are recorded at the lower of cost or market (“LCM”), with cost determined on a weighted-average basis. We review our inventory levels to identify slow-moving merchandise and broken assortments (items no longer in stock in a sufficient range of sizes) and record an adjustment when the future estimated selling price is less than cost. We take a physical count of inventories in all stores once a year and perform cycle counts throughout the year in our Dixon distribution center. We record an inventory shrink adjustment based upon physical counts and also provide for estimated shrink adjustments for the period between the last physical inventory count and each balance sheet date. Our inventory shrink estimate can be affected by changes in merchandise mix and changes in actual shrink trends. Our LCM estimate can be affected by changes in consumer demand and the promotional environment. |
Property and Equipment | Property and Equipment Property and equipment acquired after the Transaction Date are recorded at cost. Property and equipment acquired in the Merger are stated at estimated fair value as of the Transaction Date, less accumulated depreciation and amortization recorded subsequent to the Merger. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from approximately 3 to 25 years, except for our buildings and building improvements in Dixon, California, which have useful lives of 39 years. Leasehold improvements, which include an allocation of directly-related internal payroll costs for employees dedicated to real estate construction projects, are amortized over the lesser of the applicable lease term, which ranges from 5 to 13 years, or the estimated useful life of the improvements. Assets recorded under capital leases are amortized over the lease term. Software costs are amortized using the straight-line method based on an estimated useful life of 3 to 7 years. Repair and maintenance costs are expensed as incurred. The Company capitalizes development-stage |
Store Asset Impairment | Store Asset Impairment Store assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the undiscounted future cash flows from the asset group are less than the carrying value, a loss is recognized equal to the difference between the carrying value of the asset group and its fair value. The fair value of the asset group is estimated based on discounted future cash flows using a discount rate commensurate with the risk. The asset group is determined at the store level, which is the lowest level for which identifiable cash flows are available. Decisions to close a store or facility can also result in accelerated depreciation over the revised useful life. For locations to be closed that are under long-term leases, we record a charge for lease buyout expense or the difference between our rent and the rate at which we expect to be able to sublease the properties and related costs, as appropriate. Most closures occur upon the lease expiration. The estimate of future cash flows is based on historical experience and available market data. These estimates can be affected by factors such as future store profitability, real estate demand and economic conditions that can be difficult to predict. |
Goodwill | Goodwill We allocated goodwill to our reporting units, which we concluded were the same as our operating segments (see Note 18): Gymboree Retail (including an online store), Gymboree Outlet, Janie and Jack (including an online store), Crazy 8 (including an online store), and International Retail Franchise. We allocated goodwill to the reporting units by calculating the fair value of each reporting unit and deriving the implied fair value of each reporting unit’s goodwill as of the Merger. Goodwill is tested for impairment on an annual basis at the end of our fourth fiscal period of each year (fiscal November) and at an interim date if indicators of impairment exist. Events that could result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. Goodwill is tested by performing a two-step goodwill impairment test. The first step of the two-step goodwill impairment test is to compare the fair value of the reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step of the two-step goodwill impairment test is required to measure the goodwill impairment loss. The second step includes valuing all the tangible and intangible assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit’s goodwill is compared to the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying amount. Calculating the fair value of a reporting unit and the implied fair value of reporting unit goodwill requires significant judgment. The use of different assumptions, estimates or judgments in either step of the goodwill impairment testing process, such as the estimated future cash flows of reporting units, the discount rate used to discount such cash flows, or the estimated fair value of the reporting units’ tangible and intangible assets and liabilities, could significantly increase or decrease the estimated fair value of a reporting unit or its net assets. |
Indefinite-Lived Intangible Assets | Indefinite-Lived Intangible Assets Indefinite-lived intangible assets primarily represent trade names for each of our brands. We do not amortize intangible assets with indefinite useful lives. We test indefinite-lived intangible assets for impairment on an annual basis at the end of our fourth fiscal period of each year (fiscal November), and more frequently if indicators of potential impairment exist and indicate that it is more likely than not that the asset is impaired. Impairment of indefinite-lived intangible assets is measured by comparing the carrying amount of the asset to the discounted future cash flows that the asset is expected to generate using the relief from royalty method. If we determine that an individual asset is impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. Calculating the fair value of indefinite-lived intangible assets requires significant judgment. The use of different assumptions, estimates or judgments, such as the estimated future cash flows, royalty rates or the discount rate used to discount such cash flows, could significantly increase or decrease the estimated fair value of our indefinite-lived intangible assets. |
Other Intangible Assets and Liabilities | Other Intangible Assets and Liabilities Other intangible assets primarily represent franchise agreements, below market leases and a co-branded credit card agreement. Other intangible liabilities represent above market leases and are included in lease incentives and other liabilities in the accompanying consolidated balance sheets. Other intangible assets and liabilities are amortized on a straight-line basis over their estimated useful lives. We review other intangible assets with finite lives for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability of these other intangible assets is measured by comparing the carrying amount of the asset to the future undiscounted cash flows that the asset is expected to generate. If the undiscounted future cash flows are less than the carrying amount, the purchased other intangible assets with finite lives are considered to be impaired. The amount of the impairment is measured as the difference between the carrying amount of these assets and their estimated fair value. The fair value of the asset is estimated based on discounted future cash flows using a discount rate commensurate with the risk. Our estimate of future cash flows requires assumptions and judgment, including forecasting future sales and expenses and estimating useful lives of the assets. The use of different assumptions, estimates or judgments, such as the estimated future cash flows or the discount rate used to discount such cash flows, could significantly increase or decrease the estimated fair value of our other intangible assets with finite lives. |
Income Taxes | Income Taxes We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities. We establish valuation allowances when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in the tax provision in the period of change. We consider all available positive and negative evidence in evaluating whether a valuation allowance is required, including prior earnings history, actual earnings over the previous 12 quarters on a cumulative basis, carryback and carryforward periods, and tax planning strategies that could potentially enhance the likelihood of realization of a deferred tax asset. Based on the weight of the positive and negative evidence, we recorded a valuation allowance during the 26 weeks ended July 30, 2016 and during fiscal 2015 and 2014 as described in Note 13. We are subject to periodic audits by the Internal Revenue Service and other taxing authorities. These audits may challenge certain of our tax positions such as the timing and amount of deductions and allocation of taxable income to the various tax jurisdictions. Determining income tax expense for tax contingencies requires management to make assumptions that are subject to factors such as proposed assessments by tax authorities, changes in facts and circumstances, issuance of new regulations, and resolution of tax audits. Actual results could materially differ from these estimates and could significantly affect the effective tax rate and cash flows in future years. |
Rent Expense | Rent Expense Many of our operating leases contain free rent periods and predetermined fixed increases of the minimum rental rate during the initial lease term. For these leases, we recognize the related rental expense on a straight-line basis over the life of the lease, starting at the time we take possession of the property. Certain leases provide for contingent rents that are not measurable at inception. These amounts are excluded from minimum rent and are included in the determination of rent expense when it is probable that an expense has been incurred and the amount is reasonably estimable. |
Lease Allowances | Lease Allowances As part of many lease agreements, we receive allowances from landlords. The allowances are included in lease incentives and other liabilities and are amortized as a reduction of rent expense on a straight-line basis over the term of the lease, starting at the time we take possession of the property. |
Self-Insurance | Self-Insurance We are partially self-insured for workers’ compensation insurance. We record a liability, determined actuarially, for claims filed and claims incurred, but not yet reported. This liability totaled $7.9 million, $7.5 million and $6.6 million as of July 30, 2016, January 30, 2016 and January 31, 2015, respectively. Any actuarial projection of losses is subject to a high degree of variability due to external factors, including future inflation rates, litigation trends, legal interpretations, benefit level changes and claim settlement patterns. We also record a liability for employee-related health care benefits that are partially self-insured or fully self-insured, by considering claims filed and estimates of claims incurred, but not yet reported. This liability totaled $1.5 million, $1.4 million and $1.4 million as of July 30, 2016, January 30, 2016 and January 31, 2015, respectively. If the actual amount of claims filed exceeds our estimates, reserves in the accompanying consolidated balance sheets may not be sufficient and additional accruals may be required in future periods. These liabilities are included in accrued and other current liabilities in the accompanying consolidated balance sheets. |
Foreign Currency | Foreign Currency Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the exchange rates effective on the balance sheet date. Revenues, costs of sales, expenses and other income are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are recorded as other comprehensive income (loss) within stockholders’ (deficit) equity. Foreign currency transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in other income (expense), net within the consolidated statements of operations. |
Revenue Recognition | Revenue Recognition Revenue is recognized at the point of sale in retail stores. Online revenue is recorded when merchandise is received by the customer. Online customers generally receive merchandise within three to six days of shipment. Shipping fees received from customers are included in net sales and the associated shipping costs are included in cost of goods sold. We also sell gift cards in our retail store locations, through our online stores and through third parties. Revenue is recognized in the period that the gift card is redeemed. We recognize unredeemed gift card and merchandise credit balances when we can determine the portion of the liability for which redemption is remote (generally three years after issuance). These amounts are recorded within SG&A expenses and totaled $1.6 million, $2.9 million, $2.6 million, and $1.9 million during the 26 weeks ended July 30, 2016 and fiscal 2015, 2014, and 2013, respectively. Sales are presented net of sales return reserve, which is estimated based on historical return trends. Net retail sales also include revenue from our co-branded credit card agreements. We present taxes collected from customers and remitted to governmental authorities on a net basis (excluded from revenues). Below is a summary of the sales return reserve activity for the periods ended (in thousands): 26 Weeks Ended July 30, 2016 Year Ended January 30, 2016 January 31, 2015 February 1, 2014 Balance, beginning of period $ 1,668 $ 1,480 $ 1,434 $ 2,508 Provision for sales return 13,514 31,890 29,765 28,154 Actual sales returns (13,577 ) (31,702 ) (29,719 ) (29,228 ) Balance, end of period $ 1,605 $ 1,668 $ 1,480 $ 1,434 Sales return reserve is included in accrued and other current liabilities in the accompanying consolidated balance sheets. Prior to the July 15, 2016 sale of the Gymboree Play & Music business, initial franchise and transfer fees for all sites sold in a territory were recognized as revenue when the franchisee paid the initial franchise or transfer fee, in the form of cash and/or a note payable, the franchisee fully executed a franchise agreement and we substantially completed our obligations under such agreement. We received royalties based on each franchisee’s gross receipts from operations. Such royalty fees were recognized when earned. We also recognized revenues from consumer products and equipment sold to franchisees at the time title transferred to the franchisees. Revenues of Gymboree Play & Music are presented as discontinued operations in the accompanying consolidated statements of operations (see Note 2). For the retail franchise business, revenues consist of initial franchise fees, royalties and/or sales of authorized product. Initial franchise fees relating to area franchise sales are recognized as revenue when the franchisee has met all material conditions and we have substantially completed our obligations under such agreement, typically upon store opening. Royalties are generally based on each franchisee’s gross receipts from operations and are recorded when earned. Revenues from consumer products sold to franchisees are recorded at the time title transfers to the franchisees. We present taxes withheld by international franchises and remitted to governmental authorities on a gross basis (included in revenues). |
Loyalty Program | Loyalty Program Customers who enroll in the Gymboree Rewards program earn points with every purchase at Gymboree and Gymboree Outlet stores, as well as online at www.gymboree.com. Those customers who reach a cumulative purchase threshold receive a rewards certificate that can be used towards the future purchase of goods at Gymboree and Gymboree Outlet stores as well as online within 45 days from the date it is issued. We estimate the cost of rewards that will ultimately be redeemed and record this cost as a reduction of net retail sales as reward points are earned. This liability was approximately $0.5 million, $2.0 million and $1.8 million as of July 30, 2016, January 30, 2016 and January 31, 2015, respectively, and is included in accrued and other current liabilities in the accompanying consolidated balance sheets. |
Co-Branded Credit Card | Co-Branded Credit Card We have co-branded credit card agreements (the “Agreements”) with a third-party bank and Visa U.S.A. Inc. for the issuance of a Visa credit card bearing the Gymboree logo and administration of an associated incentive program for cardholders. We recognize revenues related to the Agreements as follows: • New account fees are reported in retail sales and are when collection is reasonably assured and all conditions under the Agreements are met. • Credit card usage fees are recognized as retail revenues as actual credit card usage occurs. • Rewards earned are recorded as gift card liabilities and recognized as retail revenues when the gift cards are redeemed. During the 26 weeks ended July 30, 2016 and fiscal 2015, 2014, and 2013, we recognized approximately $1.7 million, $3.5 million, $1.9 million, and $1.5 million, respectively, in revenue from these Agreements. These amounts are included in net retail sales in the accompanying consolidated statements of operations. |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold (“COGS”) includes cost of goods, buying department expenses (including related depreciation), occupancy expenses (including amortization of below and above market leases), and shipping costs. Cost of goods consists of cost of merchandise, inbound freight and other inventory-related costs, such as shrinkage costs and lower of cost or market adjustments. Buying expenses include costs incurred to design, produce and allocate merchandise. Occupancy expenses consist of rent and other lease-required costs, including common area maintenance and utilities. Shipping costs consist of third-party delivery services to customers. As we record certain distribution expenses as a component of SG&A expenses and do not include such costs in cost of goods sold, our cost of goods sold and gross profit may not be comparable to those of other companies. Distribution expenses recorded as a component of SG&A expenses amounted to $24.0 million, $45.5 million, $43.1 million, and $37.9 million during the 26 weeks ended July 30, 2016 and fiscal 2015, 2014, and 2013, respectively. |
Selling, General and Administrative Expenses ("SG&A") | Selling, General and Administrative Expenses (“SG&A”) SG&A expenses consist of non-occupancy-related costs associated with our retail stores, distribution center and shared corporate services. These costs include payroll and benefits, depreciation and amortization, credit card fees, advertising, store pre-opening costs and other general expenses. Our distribution costs recorded in SG&A expenses represent primarily outbound shipping and handling expenses to our stores. |
Store Pre-opening Costs | Store Pre-opening Costs Store pre-opening costs are expensed as incurred. |
Advertising | Advertising We capitalize direct costs for the development, production, and circulation of direct response advertising and amortize such costs over the expected sales realization cycle, typically four to six weeks. Deferred direct response costs, included in prepaid expenses, were $0.6 million, $1.0 million and $0.9 million as of July 30, 2016, January 30, 2016 and January 31, 2015, respectively. All other advertising costs are expensed as incurred. Advertising costs totaled approximately $11.6 million, $31.1 million, $24.4 million, and $20.5 million, during the 26 weeks ended July 30, 2016 and fiscal 2015, 2014, and 2013, respectively. |
Share-Based Compensation | Share-Based Compensation We recognize compensation expense on a straight-line basis for options and awards with time-based service conditions. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In 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 believe this ASU will not have a significant impact on our 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 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 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 ASU No. 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, respectively, in the accompanying consolidated balance sheets. The unamortized debt issuance costs associated with our line of credit under our ABL Facility are included in other assets in the accompanying 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 $23.1 million as of January 30, 2016 and January 31, 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 consolidated balance sheets and in Notes 18 and 19. The unamortized debt issuance costs associated with our ABL Facility, which amounted to $2.8 million and $2.5 million as of January 30, 2016 and January 31, 2015, respectively, were reclassified from deferred financing costs to other assets in the accompanying consolidated balance sheets. Below is a summary of the changes made in the accompanying consolidated balance sheets as of January 30, 2016 and January 31, 2015 due to the reclassification of the unamortized debt issuance costs (in thousands): January 30, 2016 January 31, 2015 As Reported Reclassification As Restated As Reported Reclassification As Restated ASSETS: Deferred financing costs $ 19,019 $ (19,019 ) $ — $ 25,622 $ (25,622 ) $ — Total assets $ 1,156,744 $ (16,268 ) $ 1,140,476 $ 1,187,943 $ (23,093 ) $ 1,164,850 LIABILITIES AND STOCKHOLDERS’ DEFICIT: Long-term debt, net $ 1,055,945 $ (15,439 ) $ 1,040,506 $ 1,114,048 $ (23,093 ) $ 1,090,955 Long-term sale-leaseback financing liability, net $ 26,407 $ (829 ) $ 25,578 $ — $ — $ — Total liabilities $ 1,494,632 $ (16,268 ) $ 1,478,364 $ 1,520,208 $ (23,093 ) $ 1,497,115 Total liabilities and stockholders’ deficit $ 1,156,744 $ (16,268 ) $ 1,140,476 $ 1,187,943 $ (23,093 ) $ 1,164,850 In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, to provide guidance on principles and definitions to reduce diversity in the timing and content of disclosures when evaluating whether there is substantial doubt about an organization’s ability to continue as a going concern. This ASU is effective in the annual period ending after December 15, 2016, with early adoption permitted. We have not yet determined the impact of the new standard on our consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, to clarify the principles of recognizing revenue and create common revenue recognition guidance between U.S. generally accepted accounting principles and International Financial Reporting Standards. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers-Deferral of Effective Date, which defers the effective date of ASU 2014-09 by one year, for fiscal years and interim periods within those years, beginning after December 15, 2017. The deferral allows early adoption at the original effective date. We have not yet determined the impact of the new standard on our consolidated financial statements. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jul. 30, 2016 | |
Retail Stores by Geographical Area | As of July 30, 2016, we operated a total of 1,299 retail stores, as follows: United Canada Puerto Rico Total Gymboree® stores 541 48 1 590 Gymboree Outlet stores 174 — 1 175 Janie and Jack® shops (including Janie and Jack outlets) 148 — 1 149 Crazy 8® stores (including Crazy 8 outlets) 385 — — 385 Total 1,248 48 3 1,299 |
Summary of Sales Return Reserve Activity | Below is a summary of the sales return reserve activity for the periods ended (in thousands): 26 Weeks Ended July 30, 2016 Year Ended January 30, 2016 January 31, 2015 February 1, 2014 Balance, beginning of period $ 1,668 $ 1,480 $ 1,434 $ 2,508 Provision for sales return 13,514 31,890 29,765 28,154 Actual sales returns (13,577 ) (31,702 ) (29,719 ) (29,228 ) Balance, end of period $ 1,605 $ 1,668 $ 1,480 $ 1,434 |
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 consolidated balance sheets as of January 30, 2016 and January 31, 2015 due to the reclassification of the unamortized debt issuance costs (in thousands): January 30, 2016 January 31, 2015 As Reported Reclassification As Restated As Reported Reclassification As Restated ASSETS: Deferred financing costs $ 19,019 $ (19,019 ) $ — $ 25,622 $ (25,622 ) $ — Total assets $ 1,156,744 $ (16,268 ) $ 1,140,476 $ 1,187,943 $ (23,093 ) $ 1,164,850 LIABILITIES AND STOCKHOLDERS’ DEFICIT: Long-term debt, net $ 1,055,945 $ (15,439 ) $ 1,040,506 $ 1,114,048 $ (23,093 ) $ 1,090,955 Long-term sale-leaseback financing liability, net $ 26,407 $ (829 ) $ 25,578 $ — $ — $ — Total liabilities $ 1,494,632 $ (16,268 ) $ 1,478,364 $ 1,520,208 $ (23,093 ) $ 1,497,115 Total liabilities and stockholders’ deficit $ 1,156,744 $ (16,268 ) $ 1,140,476 $ 1,187,943 $ (23,093 ) $ 1,164,850 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jul. 30, 2016 | |
Schedule of Discontinued Operations | Below is the composition of income from discontinued operations for the periods ended (in thousands): 26 Weeks Ended July 30, 2016 Year Ended January 30, 2016 January 31, 2015 February 1, 2014 Net Sales $ 20,317 $ 41,212 $ 30,908 $ 25,685 Cost of goods sold, including occupancy expenses (3,907 ) (8,350 ) (6,331 ) (5,678 ) Selling, general and administrative expenses (9,482 ) (16,611 ) (13,263 ) (12,807 ) Other (expense) income, net 532 (29 ) (42 ) 267 Income from discontinued operations, before tax 7,460 16,222 11,272 7,467 Gain on sale of Gymboree Play & Music, before tax 70,008 — — — Total income from discontinued operations, before tax 77,468 16,222 11,272 7,467 Income tax expense (14,429 ) (3,209 ) (2,514 ) (424 ) Income from discontinued operations, net tax 63,039 13,013 8,758 7,043 Income from discontinued operations attributable to noncontrolling interest (4,006 ) (6,433 ) (133 ) (1,674 ) Income from discontinued operations attributable to The Gymboree Corporation $ 59,033 $ 6,580 $ 8,625 $ 5,369 Total income from discontinued operations, before tax, consists of (in thousands): 26 Weeks Ended July 30, 2016 Year Ended January 30, 2016 January 31, 2015 February 1, 2014 Income from discontinued operations attributable to The Gymboree Corporation, before tax $ 72,334 $ 7,217 $ 9,388 $ 6,150 Income from discontinued operations attributable to noncontrolling interest, before tax 5,134 9,005 1,884 1,317 Total income from discontinued operations, before tax $ 77,468 $ 16,222 $ 11,272 $ 7,467 Below is a summary of the assets and liabilities of discontinued operations as of the periods ended (in thousands): January 30, 2016 January 31, 2015 ASSETS: Cash and cash equivalents $ 8,390 $ 7,429 Accounts receivable, net 5,589 3,421 Merchandise inventories 3,810 2,542 Other current assets 421 1,720 Total current assets of discontinued operations 18,210 15,112 Net property and equipment 2,928 3,304 Goodwill 16,389 16,389 Other intangible assets, net 37,403 37,533 Other assets 1,625 857 Total other assets of discontinued operations 58,345 58,083 Total assets of discontinued operations $ 76,555 $ 73,195 LIABILITIES: Accounts payable and accrued liabilities $ 13,300 $ 9,224 Other long-term liabilities 310 704 Total liabilities of discontinued operations $ 13,610 $ 9,928 Below is a summary of cash flows from operating and investing activities attributable to continuing and discontinued operations for the periods ended (in thousands): 26 Weeks Ended July 30, 2016 Year Ended January 30, 2016 January 31, 2015 February 1, 2014 CASH FLOWS FROM OPERATING ACTIVITIES: Net cash (used in) provided by operating activities of continuing operations $ (11,062 ) $ 12,571 $ (33,320 ) $ 67,444 Net cash (used in) provided by operating activities of discontinued operations (14,651 ) 16,569 11,562 7,427 Net cash (used in) provided by operating activities $ (25,713 ) $ 29,140 $ (21,758 ) $ 74,871 CASH FLOWS FROM INVESTING ACTIVITIES: Net cash (used in) provided by investing activities of continuing operations $ (118,300 ) $ (20,333 ) $ (29,438 ) $ (51,766 ) Net cash provided by (used in) investing activities of discontinued operations 128,305 (2,267 ) (2,504 ) (1,360 ) Net cash provided by (used in) investing activities $ 10,005 $ (22,600 ) $ (31,942 ) $ (53,126 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 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 July 30, 2016, January 30, 2016 and January 31, 2015, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands). There were no transfers into or out of Level 1 and Level 2 during the 26 weeks ended July 30, 2016, fiscal 2015 or fiscal 2014. July 30, 2016 Quoted Prices in Significant Other Significant (Level 3) Total Fair Value Assets Money market funds: Restricted $ 107,071 $ — $ — $ 107,071 Unrestricted 3,230 — — 3,230 Total $ 110,301 $ — $ — $ 110,301 Liabilities Forward foreign exchange contracts $ — $ 123 $ — $ 123 Total $ — $ 123 $ — $ 123 January 30, 2016 Quoted Prices in (Level 1) Significant Other Significant (Level 3) Total Fair Value Liabilities Forward foreign exchange contracts $ — $ 145 $ — $ 145 Total $ — $ 145 $ — $ 145 January 31, 2015 Quoted Prices in Significant Other Significant (Level 3) Total Fair Value Assets Interest rate caps $ — $ 17 $ — $ 17 Forward foreign exchange contracts — 96 — 96 Total $ — $ 113 $ — $ 113 |
Estimated Fair Value of Long-Term Debt | The estimated fair value of long-term debt is as follows (in thousands): July 30, 2016 January 30, 2016 January 31, 2015 Carrying Fair Value Carrying Fair Value Carrying Fair Value Term loan $ 769,102 $ 592,209 $ 769,102 $ 399,933 $ 769,102 $ 530,680 Notes 171,006 68,402 287,575 71,894 346,000 128,020 ABL term loan 50,000 50,000 — — — — Less unamortized discount and deferred financing costs (13,679 ) — (16,171 ) — (24,147 ) — Total $ 976,429 $ 710,611 $ 1,040,506 $ 471,827 $ 1,090,955 $ 658,700 |
Goodwill and Intangible Asset33
Goodwill and Intangible Assets and Liabilities (Tables) | 6 Months Ended |
Jul. 30, 2016 | |
Goodwill Allocated to Reportable Segments | Goodwill allocated to our reportable segments as of July 30, 2016, January 30, 2016, January 31, 2015, and February 1, 2014, is as follows (in thousands): Retail Stores International Retail Total Balance as of July 30, 2016 Goodwill $ 887,241 $ 23,636 $ 910,877 Accumulated impairment losses (547,285 ) — (547,285 ) Effect of exchange rate fluctuations (6,551 ) — (6,551 ) $ 333,405 $ 23,636 $ 357,041 Balance as of January 30, 2016 Goodwill $ 887,241 $ 23,636 $ 910,877 Accumulated impairment losses (547,285 ) — (547,285 ) Effect of exchange rate fluctuations (7,244 ) — (7,244 ) $ 332,712 $ 23,636 $ 356,348 Balance as of January 31, 2015 Goodwill $ 887,241 $ 23,636 $ 910,877 Accumulated impairment losses (547,285 ) — (547,285 ) Effect of exchange rate fluctuations (6,147 ) — (6,147 ) $ 333,809 $ 23,636 $ 357,445 Balance as of February 1, 2014 Goodwill $ 887,241 $ 23,636 $ 910,877 Accumulated impairment losses (168,489 ) — (168,489 ) $ 718,752 $ 23,636 $ 742,388 |
Goodwill Impairment | Goodwill impairment during fiscal 2014 and 2013 are as follows (in thousands): Fiscal Year Retail Stores International Retail Total 2014 $ (378,796 ) $ — $ (378,796 ) 2013 $ (140,189 ) $ — $ (140,189 ) |
Intangible Assets and Liabilities | Intangible assets and liabilities consist of the following (in thousands): July 30, 2016 Gross Carrying Accumulated Accumulated Net Amount Intangible assets not subject to amortization - Trade names $ 530,800 $ — $ (232,200 ) $ 298,600 Intangible assets subject to amortization 12,135 (10,662 ) — 1,473 Total other intangible assets $ 542,935 $ (10,662 ) $ (232,200 ) $ 300,073 Intangible liabilities subject to amortization - Above market leases (included in Lease incentives and other liabilities) $ (10,229 ) $ 7,905 $ — $ (2,324 ) January 30, 2016 Gross Carrying Accumulated Accumulated Net Intangible assets not subject to amortization - Trade names $ 530,800 $ — $ (229,600 ) $ 301,200 Intangible assets subject to amortization 12,135 (9,727 ) — 2,408 Total other intangible assets $ 542,935 $ (9,727 ) $ (229,600 ) $ 303,608 Intangible liabilities subject to amortization - Above market leases (included in Lease incentives and other liabilities) $ (10,461 ) $ 7,435 $ — $ (3,026 ) January 31, 2015 Gross Carrying Accumulated Accumulated Net Intangible assets not subject to amortization - Trade names $ 530,800 $ — $ (229,600 ) $ 301,200 Intangible assets subject to amortization 14,744 (9,925 ) — 4,819 Total other intangible assets $ 545,544 $ (9,925 ) $ (229,600 ) $ 306,019 Intangible liabilities subject to amortization - Above market leases (included in Lease incentives and other liabilities) $ (11,400 ) $ 6,795 $ — $ (4,605 ) |
Useful Lives of Intangible Assets | The Company assigned the following useful lives to its intangible assets: Useful Life Location of Trade names Indefinite — Below market leases Remaining lease term COGS Co-branded credit card agreement 6.5 years SG&A Retail franchise agreement 6 years SG&A Above market leases Remaining lease term COGS |
Net Amortization Income (Expense) | Net amortization income (expense) is presented below for the periods ended (in thousands): 26 Weeks Ended July 30, 2016 Year Ended January 30, 2016 January 31, 2015 February 1, 2014 Cost of goods sold - Amortization income $ 466 $ 745 $ 958 $ 1,446 Selling, general and administrative expenses - Amortization expense $ (699 ) $ (1,408 ) $ (1,485 ) $ (3,293 ) |
Estimated Amortization Expense Income Related to Intangible Assets and Liabilities | We estimate that amortization expense (income) related to intangible assets and liabilities will be as follows in each of the next five fiscal years and thereafter (in thousands): Below Market Above Market Other Fiscal Leases Leases Intangibles Total 2017 $ 407 $ (1,196 ) $ 754 $ (35 ) 2018 223 (764 ) — (541 ) 2019 62 (225 ) — (163 ) 2020 15 (38 ) — (23 ) 2021 8 (38 ) — (30 ) Thereafter 4 (63 ) — (59 ) Total $ 719 $ (2,324 ) $ 754 $ (851 ) |
Accrued and Other Current Lia34
Accrued and Other Current Liabilities (Tables) | 6 Months Ended |
Jul. 30, 2016 | |
Accrued and Other Current Liabilities | Accrued and other current liabilities consist of the following (in thousands): July 30, 2016 January 30, 2016 January 31, 2015 Employee compensation related expenses $ 27,040 $ 28,976 $ 22,884 Unredeemed gift cards, gift certificates, merchandise credits and customer deposits 19,633 20,732 22,494 Corporate expenses 23,159 17,888 16,749 Income tax payable 23,800 1,097 1,051 Store operating expenses 7,964 9,956 7,822 Accrued interest 7,428 8,760 9,845 Sales taxes 2,467 1,881 1,334 Other 418 991 4,200 Total $ 111,909 $ 90,281 $ 86,379 |
Line of Credit and Long-term 35
Line of Credit and Long-term Debt (Tables) | 6 Months Ended |
Jul. 30, 2016 | |
Line of Credit Borrowings and Long-Term Debt | Line of credit borrowings and long-term debt consists of: July 30, 2016 January 30, 2016 January 31, 2015 Line of credit borrowings $ 42,000 $ 19,000 $ 33,000 Long-term debt - ABL term loan due December 2017, LIBOR plus 10.25% Principal amount $ 50,000 $ — $ — Less unamortized deferred financing costs (3,228 ) — — ABL term loan, net of unamortized deferred financing costs 46,772 — — 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 deferred financing costs (6,062 ) (7,873 ) (11,347 ) Less unamortized discount (563 ) (732 ) (1,054 ) Term loan, net of unamortized discount and deferred financing costs 762,477 760,497 756,701 Senior notes due December 2018, 9.125% Principal amount 171,006 287,575 346,000 Less unamortized deferred financing costs (3,826 ) (7,566 ) (11,746 ) Senior notes, net of unamortized deferred financing costs 167,180 280,009 334,254 Total long-term debt, net of unamortized discount and deferred financing costs 976,429 1,040,506 1,090,955 Less current portion of long-term debt (5,527 ) — — Long-term portion of long-term debt, net of unamortized discount and deferred financing costs $ 970,902 $ 1,040,506 $ 1,090,955 Total line of credit borrowings and long-term debt, net of unamortized discount and deferred financing costs $ 1,018,429 $ 1,059,506 $ 1,123,955 |
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 $13.1 million and accretion of original issue discount (“OID”) of $0.6 million as of July 30, 2016, are as follows (in thousands): Fiscal years Principal Payments 2017 $ 5,527 2018 984,581 Total $ 990,108 |
Estimated Amortization of Deferred Financing Costs for Each of Next Five Fiscal Years | Amortization of deferred financing costs for each of the next five fiscal years is estimated to be as follows (in thousands): Fiscal years Amount 2017 $ 9,044 2018 5,646 2019 728 2020 90 2021 90 Thereafter 335 Total $ 15,933 |
Sale-leaseback of Dixon Distr36
Sale-leaseback of Dixon Distribution Center (Tables) | 6 Months Ended |
Jul. 30, 2016 | |
Future Payments on Sale-Leaseback Financing Liability, Excluding Renewals | As of July 30, 2016, future payments on the sale-leaseback financing liability, excluding renewals, are as follows (in thousands): Fiscal years Payments 2017 $ 1,811 2018 1,834 2019 1,856 2020 1,880 2021 1,903 Thereafter 30,413 Total payments 39,697 Less amount representing interest (13,179 ) Less unamortized deferred financing costs (784 ) Total sale-leaseback financing liability, net of unamortized deferred financing costs 25,734 Less current portion of sale-leaseback financing liability - included in accrued liabilities (226 ) Long-term portion of sale-leaseback financing liability, net of unamortized deferred financing costs $ 25,508 |
Derivative Financial Instrume37
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jul. 30, 2016 | |
Fair Value of Derivative Financial Instruments | The table below presents the fair value of all of our derivative financial instruments as well as their classification on the consolidated balance sheets (in thousands) (see Note 3). July 30, 2016 January 30, 2016 January 31, 2015 Derivative Derivative Derivative Other Assets Purchased interest rate caps $ — $ — $ 17 Forward foreign exchange contracts — 96 Total $ — $ — $ 113 Accrued Liabilities Forward foreign exchange contracts $ 123 $ 145 $ — |
Effect of Derivative Financial Instruments on Consolidated Statements of Operations and Comprehensive Loss | The tables below present the effect of all of our derivative financial instruments on the consolidated statements of operations and comprehensive loss (in thousands). No amounts were reclassified from accumulated other comprehensive loss into earnings as a result of forecasted transactions that failed to occur or as a result of hedge ineffectiveness (see Note 15). 26 Weeks Ended July 30, 2016 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ — Interest expense $ (2,461 ) Forward foreign exchange contracts (525 ) Cost of goods sold (229 ) Total $ (525 ) $ (2,690 ) Year Ended January 30, 2016 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (17 ) Interest expense $ (3,861 ) Forward foreign exchange contracts — Cost of goods sold 291 Total $ (17 ) $ (3,570 ) Year Ended January 31, 2015 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (582 ) Interest expense $ (2,062 ) Forward foreign exchange contracts 290 Cost of goods sold 455 Total $ (292 ) $ (1,607 ) Year Ended February 1, 2014 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (365 ) Interest expense $ (1,135 ) Forward foreign exchange contracts 715 Cost of goods sold 266 Total $ 350 $ (869 ) |
Designated as Hedging Instrument | |
Outstanding Derivatives - Cash Flow Hedges | We had the following outstanding derivatives designated as cash flow hedges (U.S. dollars in thousands): July 30, 2016 January 30, 2016 January 31, 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 5 8,666 6 5,492 6 4,633 Total 9 $ 708,666 10 $ 705,492 10 $ 704,633 |
Lease Incentives and Other Li38
Lease Incentives and Other Liabilities (Tables) | 6 Months Ended |
Jul. 30, 2016 | |
Lease Incentives and Other Liabilities | Lease incentives and other liabilities consist of the following (in thousands): July 30, 2016 January 30, 2016 January 31, 2015 Lease allowances $ 21,908 $ 22,795 $ 25,579 Deferred rent 19,422 20,784 20,569 Above market leases 2,324 3,026 4,605 Other 513 2,750 2,656 Total $ 44,167 $ 49,355 $ 53,409 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jul. 30, 2016 | |
Future Minimum Rental Payments Net of Rantel Receipts under Non Cancelable Operating Leases | Future minimum rental payments, net of rental receipts totaling approximately $3.9 million through fiscal 2018, under non-cancelable operating leases as of July 30, 2016 are as follows (in thousands): Net Payments 2017 $ 95,798 2018 81,207 2019 60,767 2020 48,831 2021 39,178 Thereafter 71,935 Total future minimum lease payments and receipts, net $ 397,716 |
Rent Expense | Rent expense from continuing operations, including other lease required expenses such as common area maintenance expenses, real estate taxes, and utilities, were as follows for the 26 weeks ended July 30, 2016 and fiscal years ended (in thousands): 26 Weeks Ended Year Ended January 30, 2016 January 31, 2015 February 1, 2014 Minimum rent $ 50,517 $ 104,918 $ 106,947 $ 101,923 Other lease required expenses 26,128 55,986 55,117 53,524 Percentage rent expense 330 991 845 789 Amortization income of above and below market leases, net (466 ) (745 ) (958 ) (1,446 ) Total rent expense $ 76,509 $ 161,150 $ 161,951 $ 154,790 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jul. 30, 2016 | |
Summary of Stock Option Activity | The following table summarizes the stock option activity during the 26 weeks ended July 30, 2016: Number of options Weighted-average exercise price per option Weighted-average remaining contractual life (in years) Outstanding at January 30, 2016 867 $ 9.47 8.7 Granted 78 $ 8.50 Forfeited (29 ) $ 8.50 Outstanding at July 30, 2016 916 $ 9.42 8.2 Vested and expected to vest at July 30, 2016 (1) 807 $ 9.54 8.1 Exercisable at July 30, 2016 275 $ 11.55 7.8 (1) The expected to vest options are the result of applying the pre-vesting forfeiture rate assumptions to total unvested options outstanding. |
Fair Value of Each Stock Option Granted | The fair value of each stock option granted was estimated using the assumptions for the following periods: 26 Weeks Ended Year Ended July 30, 2016 January 30, 2016 January 31, 2015 February 1, 2014 Expected dividend rate — — — — Expected volatility 81.4 % 81.4 % 80.9 % 75.2 % Risk-free interest rate 1.5 % 1.9 % 2.1 % 1.4 % Expected lives (years) 6.5 6.5 6.5 6.5 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jul. 30, 2016 | |
Amount of Pre Tax Income Loss Attributable to Foreign and Domestic Operations | The pre-tax income (loss) attributable to foreign and domestic operations (including discontinued operations) was as follows for the 26 weeks ended July 30, 2016 and fiscal years ended (in thousands): 26 Weeks Ended Year Ended July 30, 2016 January 30, 2016 January 31, 2015 February 1, 2014 Foreign $ 2,552 $ 5,482 $ (21,813 ) $ (4,372 ) United States 82,963 (8,534 ) (632,118 ) (203,435 ) Total $ 85,515 $ (3,052 ) $ (653,931 ) $ (207,807 ) |
Provision for (Benefit from) Income Taxes | The provision for (benefit from) income taxes consists of the following for the 26 weeks ended July 30, 2016 and fiscal years ended (in thousands): 26 Weeks Ended Year Ended July 30, 2016 January 30, 2016 January 31, 2015 February 1, 2014 Current: Federal $ 22,062 $ (76 ) $ (510 ) $ 2,065 State 3,600 2,502 2,360 2,214 Foreign 1,338 4,196 2,796 (2,882 ) Total current 27,000 6,622 4,646 1,397 Deferred: Federal (12,351 ) (937 ) (71,131 ) (3,291 ) State (1,212 ) (24 ) (8,072 ) 1,821 Foreign 382 51 737 (1,383 ) Total deferred (13,181 ) (910 ) (78,466 ) (2,853 ) Total expense (benefit) $ 13,819 $ 5,712 $ (73,820 ) $ (1,456 ) The provision for (benefit from) income taxes is shown in the consolidated statements of operations as follows for the 26 weeks ended July 30, 2016 and fiscal years ended (in thousands): 26 Weeks Ended Year Ended July 30, 2016 January 30, 2016 January 31, 2015 February 1, 2014 Continuing operations $ (610 ) $ 2,503 $ (76,334 ) $ (1,880 ) Discontinued operations 14,429 3,209 2,514 424 Total expense (benefit) $ 13,819 $ 5,712 $ (73,820 ) $ (1,456 ) |
Reconciliation of Statutory Federal Income Tax Rate with Effective Income Tax Rate | A reconciliation of the statutory federal income tax rate with our effective income tax rate was as follows for the 26 weeks ended July 30, 2016 and fiscal years ended: 26 Weeks Ended Year Ended July 30, 2016 January 30, 2016 January 31, 2015 February 1, 2014 Statutory federal rate 35.0 % 35.0 % 35.0 % 35.0 % State income taxes, net of income tax (expense) benefit 11.4 (1.8 ) 0.9 1.2 Benefit from intraperiod allocation — 4.9 — — Increase in valuation allowances (67.9 ) (33.4 ) (4.3 ) (13.2 ) Impact of foreign operations (net of foreign tax deductions/credit) 5.6 (3.8 ) — (0.1 ) Non-deductible goodwill impairment — — (19.9 ) (22.7 ) Cancellation of non-qualified stock options 2.6 (4.9 ) (0.3 ) (0.3 ) Reserves — — — 0.3 Federal credits (3.1 ) 2.2 0.1 0.9 Enhanced charitable contributions (2.8 ) 2.9 0.1 0.3 Tax reserves (1.7 ) (6.2 ) — — Expired charitable contributions 3.0 — — — Other 1.0 (0.3 ) 0.2 — Effective tax rate (16.9 ) (5.4 ) 11.8 1.4 Noncontrolling interest 9.3 (7.6 ) (0.2 ) (0.5 ) Total effective tax rate (7.6 )% (13.0 )% 11.6 % 0.9 % |
Temporary Differences and Carryforwards Which Give Rise to Deferred Tax Assets and Liabilities | Temporary differences and carryforwards, which give rise to deferred tax assets and liabilities, were as follows (in thousands): July 30, 2016 January 30, 2016 January 31, 2015 Deferred tax assets: Inventory $ 11,258 $ 7,667 $ 8,031 Deferred revenue 2,933 2,820 2,858 State taxes 4,370 4,550 4,160 Reserves 7,458 11,154 7,152 Stock compensation 4,456 4,210 4,159 Deferred rent 8,745 9,454 9,594 Net operating loss carryforwards 1,907 31,606 37,463 Charitable contribution carryovers 707 5,875 5,299 Tax credits 3,281 8,174 7,400 Sales-leaseback financing liability 10,148 10,471 — Other 1,872 3,391 7,387 Gross deferred tax assets 57,135 99,372 93,503 Valuation allowance (30,623 ) (63,183 ) (58,582 ) Total deferred tax assets $ 26,512 $ 36,189 $ 34,921 Deferred tax liabilities: Prepaid expenses $ (1,699 ) $ (2,221 ) $ (2,317 ) Fixed asset basis differences (16,068 ) (20,877 ) (17,096 ) Intangibles (115,406 ) (131,205 ) (131,325 ) Other (1,931 ) (3,275 ) (5,449 ) Total deferred tax liabilities (135,104 ) (157,578 ) (156,187 ) Net deferred tax liabilities $ (108,592 ) $ (121,389 ) $ (121,266 ) |
Net Operating Loss Carryforwards and Tax Credit Carryforwards, with Expiration Dates | As of July 30, 2016, our net operating loss carryforwards and tax credit carryforwards, with expiration dates, were as follows (in millions): July 30, 2016 Expiration Dates Federal net operating loss $ — — State net operating loss $ 18.6 2023 to 2034 Australia net operating loss $ 1.6 Indefinite Tax credits $ 2.7 2017 to 2026 Other tax credits $ 0.1 Indefinite |
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | Below is a reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended (in thousands): 26 Weeks Ended Year Ended July 30, 2016 January 30, 2016 January 31, 2015 February 1, 2014 Balance at beginning of period $ 6,446 $ 5,638 $ 6,565 $ 8,562 Gross increases - tax positions in current period 119 265 473 814 Gross increases - tax positions in prior period 22 1,467 322 335 Gross decreases - tax positions in prior period (151 ) (16 ) (1,217 ) (2,187 ) Settlements — (350 ) (31 ) (178 ) Lapsed statutes of limitations (217 ) (410 ) (241 ) (353 ) Decreases based on currency translation adjustments 124 (148 ) (233 ) (428 ) Balance at end of period $ 6,343 $ 6,446 $ 5,638 $ 6,565 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jul. 30, 2016 | |
Amount Representing Estimated Inventory and Other Purchase Obligation | Amounts representing estimated inventory and other purchase obligations used in the normal course of business as of July 30, 2016 are as follows (in thousands): Payments due by period Less than 1-3 years 3-5 years After 5 years Total Inventory purchase obligations (1) $ 283,862 $ — $ — $ — $ 283,862 Other purchase obligations (2) 17,696 17,355 3,768 — 38,819 Total contractual cash obligations $ 301,558 $ 17,355 $ 3,768 $ — $ 322,681 (1) Inventory purchase obligations include outstanding purchase orders for merchandise inventories that are enforceable and legally binding on the Company and that specify all significant terms (including fixed or minimum quantities to be purchased), fixed, minimum or variable price provisions, and the approximate timing of the transaction. (2) Other purchase obligations include commitments for professional services, information technology and fixtures and equipment. Also included is the balance of the early termination fee liability associated with the termination of the operating services agreement with a third party who performed the fulfillment of our www.gymboree.com online customer orders (see Note 11). |
Accumulated Other Comprehensi43
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jul. 30, 2016 | |
Components of Accumulated OCI, net of Taxes | The following table shows the components of accumulated other comprehensive loss (“OCI”), net of tax, as of the periods ended (in thousands): July 30, 2016 January 30, 2016 January 31, 2015 February 1, 2014 Foreign currency translation $ (8,003 ) $ (9,236 ) $ (7,043 ) $ 623 Accumulated changes in fair value of derivative financial instruments, net of tax benefit 579 (1,586 ) (4,188 ) (5,503 ) Total accumulated other comprehensive loss $ (7,424 ) $ (10,822 ) $ (11,231 ) $ (4,880 ) |
Changes in Accumulated OCI Balance by Component | Changes in accumulated OCI balance by component were as follows for the periods ended (in thousands): 26 Weeks Ended July 30, 2016 Derivatives Foreign Total Accumulated Beginning balance $ (1,586 ) $ (9,236 ) $ (10,822 ) Other comprehensive (loss) income recognized before reclassifications (525 ) 1,233 708 Amounts reclassified from accumulated other comprehensive loss to earnings 2,690 — 2,690 Tax expense — — — Net current-period other comprehensive income 2,165 1,233 3,398 Other comprehensive loss attributable to noncontrolling interest — — — Ending balance $ 579 $ (8,003 ) $ (7,424 ) 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 ) Year Ended January 31, 2015 Derivatives Foreign Total Accumulated Beginning balance $ (5,503 ) $ 623 $ (4,880 ) Other comprehensive loss recognized before reclassifications (292 ) (8,108 ) (8,400 ) Amounts reclassified from accumulated other comprehensive loss to earnings 1,607 — 1,607 Net current-period other comprehensive income (loss) 1,315 (8,108 ) (6,793 ) Other comprehensive loss attributable to noncontrolling interest — 442 442 Ending balance $ (4,188 ) $ (7,043 ) $ (11,231 ) Year Ended February 1, 2014 Derivatives Foreign Total Accumulated Beginning balance $ (6,722 ) $ 808 $ (5,914 ) Other comprehensive income recognized before reclassifications 350 26 376 Amounts reclassified from accumulated other comprehensive loss to earnings 869 — 869 Net current-period other comprehensive income 1,219 26 1,245 Other comprehensive income attributable to noncontrolling interest — (211 ) (211 ) Ending balance $ (5,503 ) $ 623 $ (4,880 ) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jul. 30, 2016 | |
Net Sales and Gross Profit of Each Reportable Segment | Net sales and gross profit of each reportable segment were as follows for the periods ended (in thousands): 26 Weeks Ended July 30, 2016 Retail International Retail Intersegment Total Net sales $ 515,593 $ 7,594 $ — $ 523,187 Gross profit $ 191,721 $ 4,060 $ — $ 195,781 Year Ended January 30, 2016 Retail Stores International Retail VIE Intersegment Total Net sales $ 1,177,193 $ 22,198 $ 7,413 $ (665 ) $ 1,206,139 Gross profit $ 439,325 $ 12,248 $ 2,473 $ (665 ) $ 453,381 Year Ended January 31, 2015 Retail Stores International Retail VIE Intersegment Total Net sales $ 1,172,626 $ 19,907 $ 5,850 $ (551 ) $ 1,197,832 Gross profit $ 432,286 $ 11,158 $ 1,078 $ (551 ) $ 443,971 Year Ended February 1, 2014 Stores International Retail Franchise VIE Intersegment Total Net sales $ 1,191,498 $ 22,252 $ 5,678 $ (544 ) $ 1,218,884 Gross profit $ 443,960 $ 11,577 $ 1,014 $ (544 ) $ 456,007 |
Net Retail Sales of Retail Stores Segment and VIE (Gymboree China) | Net retail sales of the retail stores segment by brand and VIE (Gymboree China) were as follows for the periods ended (in thousands): Gymboree (1) Janie and Jack Crazy 8 Total VIE Total 26 weeks ended July 30, 2016 $ 324,609 $ 70,917 $ 120,067 $ 515,593 $ — $ 515,593 Year ended January 30, 2016 $ 752,627 $ 145,695 $ 278,871 $ 1,177,193 $ 7,413 $ 1,184,606 Year ended January 31, 2015 $ 764,145 $ 133,246 $ 275,235 $ 1,172,626 $ 5,850 $ 1,178,476 Year ended February 1, 2014 $ 803,920 $ 118,978 $ 268,600 $ 1,191,498 $ 5,678 $ 1,197,176 (1) This includes the net retail sales for Gymboree Retail and Gymboree Outlet operating segments. |
Total Assets of Each Reportable Segment, VIE (Gymboree China), and discontinued operations (Gymboree Play & Music and Gymboree Tianjin) | Total assets of each reportable segment, VIE (Gymboree China), and discontinued operations (Gymboree Play & Music and Gymboree Tianjin) were as follows as of the periods ended (in thousands): Retail International Retail Intersegment Discontinued Stores Franchise VIE Elimination Operations Total July 30, 2016 $ 1,151,745 $ 26,767 $ — $ — $ — $ 1,178,512 January 30, 2016 $ 1,027,622 $ 28,791 $ 8,114 $ (560 ) $ 76,509 $ 1,140,476 January 31, 2015 $ 1,055,880 $ 28,886 $ 7,530 $ (621 ) $ 73,175 $ 1,164,850 |
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): 26 Weeks Ended Year Ended July 30, 2016 January 30, 2016 January 31, 2015 February 1, 2014 United States $ 504,728 $ 1,151,403 $ 1,143,025 $ 1,161,813 International 18,459 54,736 54,807 57,071 Total $ 523,187 $ 1,206,139 $ 1,197,832 $ 1,218,884 Property and equipment, net, of our two geographical areas were as follows as of the periods ended (in thousands): July 30, 2016 January 30, 2016 January 31, 2015 United States $ 138,384 $ 149,515 $ 171,796 International 5,367 6,035 7,331 Total $ 143,751 $ 155,550 $ 179,127 |
Condensed Guarantor Data (Table
Condensed Guarantor Data (Tables) | 6 Months Ended |
Jul. 30, 2016 | |
Condensed Consolidating Statements of Operations | 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 ) |
Condensed Consolidating Statements of Comprehensive Income (Loss) | 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 ) |
Condensed Consolidating Balance Sheets | 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 |
Condensed Consolidating Statements of Cash Flows | 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 |
Comparative Financial Informa46
Comparative Financial Information (Tables) | 6 Months Ended |
Jul. 30, 2016 | |
Unaudited Condensed Statement of Financial Information | Included below is comparative financial information as of and for the 26 weeks ended July 30, 3016 and August 1, 2015 (in thousands). THE GYMBOREE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 26 Weeks Ended 26 Weeks Ended Net sales: Retail $ 515,593 $ 518,723 Retail Franchise 7,594 10,496 Total net sales 523,187 529,219 Cost of goods sold, including buying and occupancy expenses (327,406 ) (339,569 ) Gross profit 195,781 189,650 Selling, general and administrative expenses (209,925 ) (200,215 ) Goodwill and intangible asset impairment (2,600 ) — Operating loss (16,744 ) (10,565 ) Interest income 19 20 Interest expense (39,581 ) (42,707 ) Gain on extinguishment of debt 66,853 — Other (expense) income, net (2,500 ) 36 Income (loss) from continuing operations before taxes 8,047 (53,216 ) Income tax benefit (expense) 610 (1,484 ) Income (loss) from continuing operations, net of tax 8,657 (54,700 ) Income from discontinued operations, including gain on sale of Gymboree Play & Music, net of tax 63,039 6,826 Net income (loss) 71,696 (47,874 ) Net income attributable to noncontrolling interest (1,008 ) (1,713 ) Net income (loss) attributable to The Gymboree Corporation $ 70,688 $ (49,587 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS August 1, 2015 July 30, 2016 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 12,636 $ 13,881 Restricted cash 33,505 — Accounts receivable, net 12,290 20,876 Merchandise inventories 232,959 239,367 Prepaid income taxes 2,046 2,596 Prepaid expenses 4,917 18,891 Deferred income taxes — 8,147 Current assets of discontinued operations — 18,579 Total current assets 298,353 322,337 Property and equipment, net 143,751 167,538 Goodwill 357,041 357,057 Other intangible assets, net 300,073 304,692 Restricted cash 73,566 8,157 Other assets 5,728 5,274 Other assets of discontinued operations — 57,552 Total assets $ 1,178,512 $ 1,222,607 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable 134,498 $ 123,317 Accrued and other current liabilities 111,909 85,228 Line of credit borrowings 42,000 70,000 Current portion of long-term debt 5,527 — Current obligation under capital lease — 578 Current liabilities of discontinued operations — 10,529 Total current liabilities 293,934 289,652 Long-term liabilities: Long-term debt, net 970,902 1,094,107 Long-term sale-leaseback financing liability, net 25,508 25,509 Long-term obligation under capital lease — 2,555 Lease incentives and other liabilities 44,167 51,486 Unrecognized tax benefits 6,475 5,123 Deferred income taxes 110,799 131,460 Long-term liabilities of discontinued operations — 711 Total liabilities 1,451,785 1,600,603 Stockholders’ deficit: Total stockholders’ deficit (273,273 ) (389,689 ) Noncontrolling interest — 11,693 Total deficit (273,273 ) (377,996 ) Total liabilities and stockholders’ deficit $ 1,178,512 $ 1,222,607 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 26 Weeks Ended 26 Weeks Ended August 1, 2015 July 30, 2016 (Unaudited) Net cash used in operating activities $ (25,713 ) $ (41,966 ) Net cash provided by (used in) investing activities 10,005 (15,270 ) Net cash provided by financing activities 9,454 62,305 Effect of exchange rate fluctuations on cash and cash equivalents 726 (92 ) Net (decrease) increase in cash and cash equivalents (5,528 ) 4,977 Cash and cash equivalents, beginning of period 18,164 18,520 Cash and cash equivalents, end of period $ 12,636 $ 23,497 |
Quarterly Financial Informati47
Quarterly Financial Information (Tables) | 6 Months Ended |
Jul. 30, 2016 | |
Quarterly Financial Information | The quarterly financial information presented below is derived from the Consolidated Statements of Operations (in thousands). Fiscal 2016 Quarter Ended Fiscal April 30, July 30, 2016 2016 (b) 2016 (a) Total Net sales Retail $ 269,069 $ 246,524 $ 515,593 Retail Franchise 3,844 3,750 7,594 Total net sales $ 272,913 $ 250,274 $ 523,187 Gross profit $ 109,793 $ 85,988 $ 195,781 Intangible asset impairment $ — $ (2,600 ) $ (2,600 ) Income (loss) from continuing operations, net of tax $ 28,679 $ (20,022 ) $ 8,657 Income from discontinued operations, including gain on sale of Gymboree Play & Music, net of tax $ 2,263 $ 60,776 $ 63,039 Net income $ 30,942 $ 40,754 $ 71,696 Net income attributable to The Gymboree Corporation $ 32,846 $ 37,842 $ 70,688 Fiscal 2015 Quarter Ended Fiscal May 2, August 1, October 31, January 30, 2015 2015 2015 2015 2016 (c) Total Net sales Retail $ 261,732 $ 256,991 $ 289,653 $ 376,230 $ 1,184,606 Retail Franchise 5,689 4,807 5,867 5,170 21,533 Total net sales $ 267,421 $ 261,798 $ 295,520 $ 381,400 $ 1,206,139 Gross profit $ 98,192 $ 91,458 $ 114,907 $ 148,824 $ 453,381 (Loss) income from continuing operations, net of tax $ (25,347 ) $ (29,353 ) $ (13,010 ) $ 45,933 $ (21,777 ) Income from discontinued operations, net of tax $ 2,867 $ 3,959 $ 3,358 $ 2,829 $ 13,013 Net (loss) income $ (22,480 ) $ (25,394 ) $ (9,652 ) $ 48,762 $ (8,764 ) Net (loss) income attributable to The Gymboree Corporation $ (23,025 ) $ (26,562 ) $ (10,028 ) $ 49,439 $ (10,176 ) Fiscal 2014 Quarter Ended Fiscal May 3, August 2, November 1, January 31, 2014 2014 2014 2014 (d) 2015 Total Net sales Retail $ 259,124 $ 253,376 $ 304,265 $ 361,711 $ 1,178,476 Retail Franchise 6,054 3,608 4,810 4,884 19,356 Total net sales $ 265,178 $ 256,984 $ 309,075 $ 366,595 $ 1,197,832 Gross profit $ 102,727 $ 90,502 $ 119,765 $ 130,977 $ 443,971 Goodwill and intangible asset impairment $ — $ — $ (591,396 ) $ — $ (591,396 ) Loss from continuing operations, net of tax $ (18,460 ) $ (33,998 ) $ (525,160 ) $ (11,251 ) $ (588,869 ) Income from discontinued operations, net of tax $ 3,457 $ 1,145 $ 2,766 $ 1,390 $ 8,758 Net loss $ (15,003 ) $ (32,853 ) $ (522,394 ) $ (9,861 ) $ (580,111 ) Net loss attributable to The Gymboree Corporation $ (13,431 ) $ (31,153 ) $ (522,075 ) $ (7,446 ) $ (574,105 ) (a) During the 13-week period ended July 30, 2016, we: • Sold Gymboree Play & Music for a gross purchase price of $127.5 million, before certain purchase price adjustments pursuant to the purchase agreement, and recorded a $70.0 million gain on sale. In addition, Gymboree Investment Holdings L.P. sold Gymboree Tianjin (master franchisee of Gymboree Play & Music in China) during the 13-week period ended July 30, 2016. The financial results of Gymboree Play & Music and Gymboree Tianjin are shown as discontinued operations in all of the periods presented in the table above (see Note 2). • Recorded a non-cash charge of $2.6 million and a non-cash income tax benefit of $1.0 million related to the impairment of the Crazy 8 trade name. • Repurchased Notes with an aggregate principal amount of $39.6 million for $20.6 million in cash through a Tender Offer that expired on May 23, 2016 and recorded a $18.0 million 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 (see Note 7). (b) During the 13-week period 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 and 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 (see Note 7). (c) During the fourth quarter of fiscal 2015, we repurchased Notes with an aggregate principal amount of $58.4 million for $15.3 million in cash through open market transactions and recorded a $41.5 million gain on extinguishment of debt, net of a $1.6 million charge related to the write-off of deferred financing costs associated with the extinguished debt (see Note 7). (d) During the third quarter of fiscal 2014, we recorded non-cash charges related to goodwill impairment of $378.8 million and trade name impairment of $212.6 million (see Note 4). In addition, during the third quarter of fiscal 2014, we recorded an income tax benefit of $78.2 million related to trade name impairment. |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | Nov. 23, 2010 | Jul. 30, 2016USD ($)Store | Apr. 30, 2016USD ($) | [2] | Jan. 30, 2016USD ($) | Oct. 31, 2015USD ($) | Aug. 01, 2015USD ($) | May 02, 2015USD ($) | Jan. 31, 2015USD ($) | Nov. 01, 2014USD ($) | [4] | Aug. 02, 2014USD ($) | May 03, 2014USD ($) | Jul. 30, 2016USD ($)Store | Aug. 01, 2015USD ($) | Jan. 30, 2016USD ($) | Jan. 31, 2015USD ($) | Feb. 01, 2014USD ($) | ||
Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Number of retail stores | Store | 1,299 | 1,299 | ||||||||||||||||||
Business acquisition, date | Nov. 23, 2010 | |||||||||||||||||||
Percentage of Ownership in Subsidiaries | 100.00% | 100.00% | ||||||||||||||||||
Cash equivalents maturity period | 3 months | |||||||||||||||||||
Workers' compensation liability | $ 7,900 | $ 7,500 | $ 6,600 | $ 7,900 | $ 7,500 | $ 6,600 | ||||||||||||||
Employee-related health care benefits that are partially self-insured or fully self-insured | 1,500 | 1,400 | 1,400 | $ 1,500 | 1,400 | 1,400 | ||||||||||||||
Unredeemed gift cards recognition period | 3 years | |||||||||||||||||||
Loyalty program, earned liability | 500 | 2,000 | 1,800 | $ 500 | 2,000 | 1,800 | ||||||||||||||
Net sales | 250,274 | [1] | $ 272,913 | 381,400 | [3] | $ 295,520 | $ 261,798 | $ 267,421 | 366,595 | $ 309,075 | $ 256,984 | $ 265,178 | 523,187 | $ 529,219 | 1,206,139 | 1,197,832 | $ 1,218,884 | |||
Deferred direct response costs | 600 | 1,000 | 900 | 600 | 1,000 | 900 | ||||||||||||||
Advertising expense | 11,600 | 31,100 | 24,400 | 20,500 | ||||||||||||||||
Total assets | 1,178,512 | 1,140,476 | 1,222,607 | 1,164,850 | 1,178,512 | 1,222,607 | 1,140,476 | 1,164,850 | ||||||||||||
Total liabilities | 1,451,785 | 1,478,364 | 1,600,603 | 1,497,115 | $ 1,451,785 | 1,600,603 | 1,478,364 | 1,497,115 | ||||||||||||
Minimum | ||||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Estimated useful lives of assets | 3 years | |||||||||||||||||||
Online customers, merchandise shipment period | 3 days | |||||||||||||||||||
Expected sales realization cycle | 28 days | |||||||||||||||||||
Maximum | ||||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Estimated useful lives of assets | 25 years | |||||||||||||||||||
Online customers, merchandise shipment period | 6 days | |||||||||||||||||||
Expected sales realization cycle | 42 days | |||||||||||||||||||
Leasehold Improvements | Minimum | ||||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Estimated useful lives of assets | 5 years | |||||||||||||||||||
Leasehold Improvements | Maximum | ||||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Estimated useful lives of assets | 13 years | |||||||||||||||||||
Computer Software | Minimum | ||||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Estimated useful lives of intangible assets | 3 years | |||||||||||||||||||
Computer Software | Maximum | ||||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Estimated useful lives of intangible assets | 7 years | |||||||||||||||||||
Other Income | ||||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Revenue from unredeemed gift card and merchandise credit balances | $ 1,600 | 2,900 | 2,600 | 1,900 | ||||||||||||||||
Selling, General and Administrative Expenses | ||||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Online customers, merchandise shipment period | 24,000 | 45,500 | 43,100 | 37,900 | ||||||||||||||||
Retail Stores | ||||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Net sales | $ 246,524 | [1] | $ 269,069 | 376,230 | [3] | $ 289,653 | $ 256,991 | $ 261,732 | 361,711 | $ 304,265 | $ 253,376 | $ 259,124 | $ 515,593 | $ 518,723 | $ 1,184,606 | $ 1,178,476 | 1,197,176 | |||
Cost of Goods, Total | Supplier Concentration Risk | ||||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Concentration risks, inventory purchases | 93.00% | 89.00% | 82.00% | |||||||||||||||||
Co Branded Credit Card Agreements | Selling, General and Administrative Expenses | ||||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Estimated useful lives of intangible assets | 6 years 6 months | |||||||||||||||||||
Co Branded Credit Card Agreements | Retail Stores | ||||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Net sales | $ 1,700 | $ 3,500 | $ 1,900 | $ 1,500 | ||||||||||||||||
Adjustments | ||||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Total assets | (16,268) | (23,093) | (16,268) | (23,093) | ||||||||||||||||
Total liabilities | (16,268) | (23,093) | (16,268) | (23,093) | ||||||||||||||||
Unamortized debt issuance costs | $ 2,800 | $ 2,500 | $ 2,800 | $ 2,500 | ||||||||||||||||
Subsidiaries | ||||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Percentage of Ownership in Subsidiaries | 100.00% | 100.00% | ||||||||||||||||||
Overseas Franchisees | ||||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Number of retail stores | Store | 56 | 56 | ||||||||||||||||||
California | Building and Building Improvements | ||||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Estimated useful lives of assets | 39 years | |||||||||||||||||||
[1] | During the 13-week period ended July 30, 2016, we: • Sold Gymboree Play & Music for a gross purchase price of $127.5 million, before certain purchase price adjustments pursuant to the purchase agreement, and recorded a $70.0 million gain on sale. In addition, Gymboree Investment Holdings L.P. sold Gymboree Tianjin (master franchisee of Gymboree Play & Music in China) during the 13-week period ended July 30, 2016. The financial results of Gymboree Play & Music and Gymboree Tianjin are shown as discontinued operations in all of the periods presented in the table above (see Note 2). • Recorded a non-cash charge of $2.6 million and a non-cash income tax benefit of $1.0 million related to the impairment of the Crazy 8 trade name. • Repurchased Notes with an aggregate principal amount of $39.6 million for $20.6 million in cash through a Tender Offer that expired on May 23, 2016 and recorded a $18.0 million 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 (see Note 7). | |||||||||||||||||||
[2] | During the 13-week period 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 and 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 (see Note 7). | |||||||||||||||||||
[3] | During the fourth quarter of fiscal 2015, we repurchased Notes with an aggregate principal amount of $58.4 million for $15.3 million in cash through open market transactions and recorded a $41.5 million gain on extinguishment of debt, net of a $1.6 million charge related to the write-off of deferred financing costs associated with the extinguished debt (see Note 7). | |||||||||||||||||||
[4] | During the third quarter of fiscal 2014, we recorded non-cash charges related to goodwill impairment of $378.8 million and trade name impairment of $212.6 million (see Note 4). In addition, during the third quarter of fiscal 2014, we recorded an income tax benefit of $78.2 million related to trade name impairment. |
Retail Stores by Geographical A
Retail Stores by Geographical Area (Detail) | Jul. 30, 2016Store |
Retail Stores Information [Line Items] | |
Number of retail stores | 1,299 |
Gymboree Stores | |
Retail Stores Information [Line Items] | |
Number of retail stores | 590 |
Gymboree Outlet Stores | |
Retail Stores Information [Line Items] | |
Number of retail stores | 175 |
Janie And Jack Shops | |
Retail Stores Information [Line Items] | |
Number of retail stores | 149 |
Crazy 8 Stores | |
Retail Stores Information [Line Items] | |
Number of retail stores | 385 |
UNITED STATES | |
Retail Stores Information [Line Items] | |
Number of retail stores | 1,248 |
UNITED STATES | Gymboree Stores | |
Retail Stores Information [Line Items] | |
Number of retail stores | 541 |
UNITED STATES | Gymboree Outlet Stores | |
Retail Stores Information [Line Items] | |
Number of retail stores | 174 |
UNITED STATES | Janie And Jack Shops | |
Retail Stores Information [Line Items] | |
Number of retail stores | 148 |
UNITED STATES | Crazy 8 Stores | |
Retail Stores Information [Line Items] | |
Number of retail stores | 385 |
CANADA | |
Retail Stores Information [Line Items] | |
Number of retail stores | 48 |
CANADA | Gymboree Stores | |
Retail Stores Information [Line Items] | |
Number of retail stores | 48 |
PUERTO RICO | |
Retail Stores Information [Line Items] | |
Number of retail stores | 3 |
PUERTO RICO | Gymboree Stores | |
Retail Stores Information [Line Items] | |
Number of retail stores | 1 |
PUERTO RICO | Gymboree Outlet Stores | |
Retail Stores Information [Line Items] | |
Number of retail stores | 1 |
PUERTO RICO | Janie And Jack Shops | |
Retail Stores Information [Line Items] | |
Number of retail stores | 1 |
Summary of Sales Return Reserve
Summary of Sales Return Reserve Activity (Detail) - Allowance for Sales Returns - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Revenue Recognition, Allowances [Line Items] | ||||
Balance, beginning of period | $ 1,668 | $ 1,480 | $ 1,434 | $ 2,508 |
Provision for sales return | 13,514 | 31,890 | 29,765 | 28,154 |
Actual sales returns | (13,577) | (31,702) | (29,719) | (29,228) |
Balance, end of period | $ 1,605 | $ 1,668 | $ 1,480 | $ 1,434 |
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 | Jul. 30, 2016 | Jan. 30, 2016 | Aug. 01, 2015 | Jan. 31, 2015 |
ASSETS: | ||||
Deferred financing costs | $ 15,933 | |||
Total assets | 1,178,512 | $ 1,140,476 | $ 1,222,607 | $ 1,164,850 |
LIABILITIES AND STOCKHOLDERS' DEFICIT: | ||||
Long-term debt, net | 970,902 | 1,040,506 | 1,094,107 | 1,090,955 |
Long-term sale-leaseback financing liability, net | 25,508 | 25,578 | 25,509 | |
Total liabilities | 1,451,785 | 1,478,364 | 1,600,603 | 1,497,115 |
Total liabilities and stockholders' deficit | $ 1,178,512 | 1,140,476 | $ 1,222,607 | 1,164,850 |
Previously Reported | ||||
ASSETS: | ||||
Deferred financing costs | 19,019 | 25,622 | ||
Total assets | 1,156,744 | 1,187,943 | ||
LIABILITIES AND STOCKHOLDERS' DEFICIT: | ||||
Long-term debt, net | 1,055,945 | 1,114,048 | ||
Long-term sale-leaseback financing liability, net | 26,407 | |||
Total liabilities | 1,494,632 | 1,520,208 | ||
Total liabilities and stockholders' deficit | 1,156,744 | 1,187,943 | ||
Adjustments | ||||
ASSETS: | ||||
Deferred financing costs | (19,019) | (25,622) | ||
Total assets | (16,268) | (23,093) | ||
LIABILITIES AND STOCKHOLDERS' DEFICIT: | ||||
Long-term debt, net | (15,439) | (23,093) | ||
Long-term sale-leaseback financing liability, net | (829) | |||
Total liabilities | (16,268) | (23,093) | ||
Total liabilities and stockholders' deficit | $ (16,268) | $ (23,093) |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 30, 2016 | Jul. 15, 2016 | Jul. 30, 2016 | Jul. 30, 2016 | Jan. 30, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from sale of Gymboree Play & Music | $ 127,124 | ||||
Gain on sale of Gymboree Play & Music | 70,008 | ||||
Increase in restricted cash | 109,895 | $ 10,863 | |||
Discontinued Operations, Disposed of by Sale | Gymboree Play & Music | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Purchase price on Share Purchase Agreement | $ 127,500 | $ 127,500 | |||
Purchase price on Share Purchase Agreement consideration received | 128,100 | ||||
Purchase price adjustment | 600 | ||||
Proceeds from sale of Gymboree Play & Music | 127,100 | ||||
Proceeds for Transition Service Agreement | $ 1,000 | ||||
Income recognition period | 1 year | ||||
Gain on sale of Gymboree Play & Music | $ 70,000 | $ 70,000 | |||
Increase in restricted cash | $ 109,900 | ||||
Capital expenditures utilized to fund | $ 107,100 |
Schedule of Composition of Inco
Schedule of Composition of Income from Discontinued Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Jul. 30, 2016 | [1] | Apr. 30, 2016 | [2] | Jan. 30, 2016 | [3] | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | [4] | Aug. 02, 2014 | May 03, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||
Income tax expense | $ (14,429) | $ (3,209) | $ (2,514) | $ (424) | |||||||||||||||
Income from discontinued operations, net tax | $ 60,776 | $ 2,263 | $ 2,829 | $ 3,358 | $ 3,959 | $ 2,867 | $ 1,390 | $ 2,766 | $ 1,145 | $ 3,457 | 63,039 | $ 6,826 | 13,013 | 8,758 | 7,043 | ||||
Discontinued Operations, Disposed of by Sale | Gymboree Play & Music | |||||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||||
Net Sales | 20,317 | 41,212 | 30,908 | 25,685 | |||||||||||||||
Cost of goods sold, including occupancy expenses | (3,907) | (8,350) | (6,331) | (5,678) | |||||||||||||||
Selling, general and administrative expenses | (9,482) | (16,611) | (13,263) | (12,807) | |||||||||||||||
Other (expense) income, net | 532 | (29) | (42) | 267 | |||||||||||||||
Income from discontinued operations, before tax | 7,460 | 16,222 | 11,272 | 7,467 | |||||||||||||||
Gain on sale of Gymboree Play & Music, before tax | 70,008 | ||||||||||||||||||
Total income from discontinued operations, before tax | 77,468 | 16,222 | 11,272 | 7,467 | |||||||||||||||
Income tax expense | (14,429) | (3,209) | (2,514) | (424) | |||||||||||||||
Income from discontinued operations, net tax | 63,039 | 13,013 | 8,758 | 7,043 | |||||||||||||||
Loss (income) from discontinued operations attributable to noncontrolling interest | (4,006) | (6,433) | (133) | (1,674) | |||||||||||||||
Income from discontinued operations attributable to The Gymboree Corporation | $ 59,033 | $ 6,580 | $ 8,625 | $ 5,369 | |||||||||||||||
[1] | During the 13-week period ended July 30, 2016, we: • Sold Gymboree Play & Music for a gross purchase price of $127.5 million, before certain purchase price adjustments pursuant to the purchase agreement, and recorded a $70.0 million gain on sale. In addition, Gymboree Investment Holdings L.P. sold Gymboree Tianjin (master franchisee of Gymboree Play & Music in China) during the 13-week period ended July 30, 2016. The financial results of Gymboree Play & Music and Gymboree Tianjin are shown as discontinued operations in all of the periods presented in the table above (see Note 2). • Recorded a non-cash charge of $2.6 million and a non-cash income tax benefit of $1.0 million related to the impairment of the Crazy 8 trade name. • Repurchased Notes with an aggregate principal amount of $39.6 million for $20.6 million in cash through a Tender Offer that expired on May 23, 2016 and recorded a $18.0 million 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 (see Note 7). | ||||||||||||||||||
[2] | During the 13-week period 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 and 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 (see Note 7). | ||||||||||||||||||
[3] | During the fourth quarter of fiscal 2015, we repurchased Notes with an aggregate principal amount of $58.4 million for $15.3 million in cash through open market transactions and recorded a $41.5 million gain on extinguishment of debt, net of a $1.6 million charge related to the write-off of deferred financing costs associated with the extinguished debt (see Note 7). | ||||||||||||||||||
[4] | During the third quarter of fiscal 2014, we recorded non-cash charges related to goodwill impairment of $378.8 million and trade name impairment of $212.6 million (see Note 4). In addition, during the third quarter of fiscal 2014, we recorded an income tax benefit of $78.2 million related to trade name impairment. |
Schedule of Income from Discont
Schedule of Income from Discontinued Operations, before Tax (Detail) - Discontinued Operations, Disposed of by Sale - Gymboree Play & Music - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income (loss) from discontinued operations, before tax | $ 77,468 | $ 16,222 | $ 11,272 | $ 7,467 |
The Gymboree Corporation | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income (loss) from discontinued operations, before tax | 72,334 | 7,217 | 9,388 | 6,150 |
Noncontrolling Interest | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income (loss) from discontinued operations, before tax | $ 5,134 | $ 9,005 | $ 1,884 | $ 1,317 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities for Discontinued Operations (Detail) - USD ($) $ in Thousands | Jan. 30, 2016 | Aug. 01, 2015 | Jan. 31, 2015 | Feb. 01, 2014 |
ASSETS: | ||||
Cash and cash equivalents | $ 8,390 | $ 7,429 | $ 5,032 | |
Total current assets of discontinued operations | 18,210 | $ 18,579 | 15,112 | |
Total other assets of discontinued operations | 58,345 | 57,552 | 58,083 | |
LIABILITIES: | ||||
Other long-term liabilities | 310 | $ 711 | 704 | |
Discontinued Operations, Disposed of by Sale | Gymboree Play & Music | ||||
ASSETS: | ||||
Cash and cash equivalents | 8,390 | 7,429 | ||
Accounts receivable, net | 5,589 | 3,421 | ||
Merchandise inventories | 3,810 | 2,542 | ||
Other current assets | 421 | 1,720 | ||
Total current assets of discontinued operations | 18,210 | 15,112 | ||
Net property and equipment | 2,928 | 3,304 | ||
Goodwill | 16,389 | 16,389 | ||
Other intangible assets, net | 37,403 | 37,533 | ||
Other assets | 1,625 | 857 | ||
Total other assets of discontinued operations | 58,345 | 58,083 | ||
Total assets of discontinued operations | 76,555 | 73,195 | ||
LIABILITIES: | ||||
Accounts payable and accrued liabilities | 13,300 | 9,224 | ||
Other long-term liabilities | 310 | 704 | ||
Total liabilities of discontinued operations | $ 13,610 | $ 9,928 |
Summary of Cash Flows from Oper
Summary of Cash Flows from Operating and Investing Activities Attributable To Continuing and Discontinued Operations (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jul. 30, 2016 | Aug. 01, 2015 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net cash (used in) provided by operating activities | $ (25,713) | $ (41,966) | $ 29,140 | $ (21,758) | $ 74,871 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Net cash provided by (used in) investing activities | 10,005 | $ (15,270) | (22,600) | (31,942) | (53,126) |
Discontinued Operations, Disposed of by Sale | Gymboree Play & Music | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net cash (used in) provided by operating activities of continuing operations | (11,062) | 12,571 | (33,320) | 67,444 | |
Net cash (used in) provided by operating activities of discontinued operations | (14,651) | 16,569 | 11,562 | 7,427 | |
Net cash (used in) provided by operating activities | (25,713) | 29,140 | (21,758) | 74,871 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Net cash (used in) provided by investing activities of continuing operations | (118,300) | (20,333) | (29,438) | (51,766) | |
Net cash provided by (used in) investing activities of discontinued operations | 128,305 | (2,267) | (2,504) | (1,360) | |
Net cash provided by (used in) investing activities | $ 10,005 | $ (22,600) | $ (31,942) | $ (53,126) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 30, 2016 | Nov. 01, 2014 | Feb. 01, 2014 | Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Assets Level 1 into Level 2 transfer amount | $ 0 | $ 0 | $ 0 | $ 0 | |||
Liabilities Level 1 into Level 2 transfer amount | 0 | 0 | 0 | 0 | |||
Assets Level 2 into Level 1 transfer amount | 0 | 0 | 0 | 0 | |||
Liabilities Level 2 into Level 1 transfer amount | 0 | 0 | 0 | 0 | |||
Other financial assets measured at fair value | 0 | 0 | 0 | 0 | |||
Other financial liabilities measured at fair value | 0 | 0 | 0 | 0 | |||
Impairment for goodwill | $ 378,800,000 | 378,796,000 | $ 140,189,000 | ||||
Abandoned Assets | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Impairment charges | 3,100,000 | ||||||
Trade names | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Trade names impairment | 2,600,000 | $ 212,600,000 | $ 17,000,000 | 0 | 212,600,000 | 17,000,000 | |
Under-Performing Stores | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Impairment charges | 500,000 | 1,300,000 | 6,000,000 | 7,600,000 | |||
Retail Stores | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Impairment for goodwill | $ 0 | $ 0 | $ 0 | $ 378,796,000 | $ 140,189,000 |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets Fair Value | $ 110,301 | $ 113 | |
Liabilities Fair Value | 123 | $ 145 | |
Forward foreign exchange contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets Fair Value | 96 | ||
Liabilities Fair Value | 123 | 145 | |
Interest rate caps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets Fair Value | 17 | ||
Money market funds | Restricted Cash | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets Fair Value | 107,071 | ||
Money market funds | Unrestricted | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets Fair Value | 3,230 | ||
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 | 110,301 | ||
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Money market funds | Restricted Cash | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets Fair Value | 107,071 | ||
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Money market funds | Unrestricted | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets Fair Value | 3,230 | ||
Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets Fair Value | 113 | ||
Liabilities Fair Value | 123 | 145 | |
Significant Other Observable Inputs (Level 2) | Forward foreign exchange contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets Fair Value | 96 | ||
Liabilities Fair Value | $ 123 | $ 145 | |
Significant Other Observable Inputs (Level 2) | Interest rate caps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets Fair Value | $ 17 |
Estimated Fair Value of Long-Te
Estimated Fair Value of Long-Term Debt (Detail) - USD ($) $ in Thousands | Jul. 30, 2016 | Jan. 30, 2016 | Aug. 01, 2015 | Jan. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long term debt, Fair Value | $ 710,611 | $ 471,827 | $ 658,700 | |
Long term debt, gross | 990,108 | |||
Less unamortized discount and deferred financing costs | (13,679) | (16,171) | (24,147) | |
Total | 970,902 | 1,040,506 | $ 1,094,107 | 1,090,955 |
Carrying Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Total | 976,429 | 1,040,506 | 1,090,955 | |
Term Loan | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long term debt, Fair Value | 592,209 | 399,933 | 530,680 | |
Long term debt, gross | 769,102 | 769,102 | 769,102 | |
Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long term debt, Fair Value | 68,402 | 71,894 | 128,020 | |
Long term debt, gross | 171,006 | $ 287,575 | $ 346,000 | |
ABL Revolving Facility | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long term debt, Fair Value | 50,000 | |||
Long term debt, gross | $ 50,000 |
Goodwill Allocated to Reportabl
Goodwill Allocated to Reportable Segments (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Aug. 01, 2015 | Feb. 01, 2014 | |
Goodwill [Line Items] | |||||
Goodwill gross | $ 910,877 | $ 910,877 | $ 910,877 | $ 910,877 | |
Accumulated impairment losses | (547,285) | (547,285) | (547,285) | (168,489) | |
Effect of exchange rate fluctuations | (6,551) | (7,244) | (6,147) | ||
Goodwill | 357,041 | 356,348 | 357,445 | $ 357,057 | 742,388 |
Retail Stores | |||||
Goodwill [Line Items] | |||||
Goodwill gross | 887,241 | 887,241 | 887,241 | 887,241 | |
Accumulated impairment losses | (547,285) | (547,285) | (547,285) | (168,489) | |
Effect of exchange rate fluctuations | (6,551) | (7,244) | (6,147) | ||
Goodwill | 333,405 | 332,712 | 333,809 | 718,752 | |
International Retail Franchise | |||||
Goodwill [Line Items] | |||||
Goodwill gross | 23,636 | 23,636 | 23,636 | 23,636 | |
Goodwill | $ 23,636 | $ 23,636 | $ 23,636 | $ 23,636 |
Goodwill and Intangible Asset61
Goodwill and Intangible Assets and Liabilities - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 30, 2016 | Nov. 01, 2014 | Feb. 01, 2014 | Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Goodwill and Intangible Assets Disclosure [Line Items] | |||||||
Impairment for goodwill | $ 378,800,000 | $ 378,796,000 | $ 140,189,000 | ||||
Fair Value of Reporting Unit Exceeds Carry Amount Percent | 40.00% | 40.00% | |||||
Trade names | |||||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||||
Trade names impairment | $ 2,600,000 | $ 212,600,000 | $ 17,000,000 | $ 0 | 212,600,000 | 17,000,000 | |
Minimum | |||||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||||
Discount rate used in goodwill impairment analysis | 13.00% | 13.00% | |||||
Maximum | |||||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||||
Discount rate used in goodwill impairment analysis | 16.50% | 16.50% | |||||
Retail Stores | |||||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||||
Impairment for goodwill | $ 0 | $ 0 | $ 0 | 378,796,000 | $ 140,189,000 | ||
Retail Stores | Gymboree Stores | |||||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||||
Impairment for goodwill | 38,800,000 | 252,300,000 | |||||
Retail Stores | Gymboree Outlet Stores | |||||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||||
Impairment for goodwill | 16,100,000 | 67,200,000 | |||||
Retail Stores | Crazy 8 Stores | |||||||
Goodwill and Intangible Assets Disclosure [Line Items] | |||||||
Impairment for goodwill | $ 85,300,000 | $ 59,300,000 |
Goodwill Impairment (Detail)
Goodwill Impairment (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jul. 30, 2016 | Nov. 01, 2014 | Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Goodwill [Line Items] | ||||||
2,013 | $ (378,800,000) | $ (378,796,000) | $ (140,189,000) | |||
Retail Stores | ||||||
Goodwill [Line Items] | ||||||
2,013 | $ 0 | $ 0 | $ 0 | $ (378,796,000) | $ (140,189,000) |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) $ in Thousands | Jul. 30, 2016 | Jan. 30, 2016 | Aug. 01, 2015 | Jan. 31, 2015 |
Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 542,935 | $ 542,935 | $ 545,544 | |
Accumulated Amortization | (10,662) | (9,727) | (9,925) | |
Accumulated Impairment | (232,200) | (229,600) | (229,600) | |
Net Amount | 300,073 | 303,608 | $ 304,692 | 306,019 |
Intangible Assets Subject to Amortization | ||||
Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 12,135 | 12,135 | 14,744 | |
Accumulated Amortization | (10,662) | (9,727) | (9,925) | |
Net Amount | 1,473 | 2,408 | 4,819 | |
Intangible Assets Not Subject to Amortization | Trade names | ||||
Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 530,800 | 530,800 | 530,800 | |
Accumulated Impairment | (232,200) | (229,600) | (229,600) | |
Net Amount | $ 298,600 | $ 301,200 | $ 301,200 |
Intangible Liabilities (Detail)
Intangible Liabilities (Detail) - USD ($) $ in Thousands | Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 |
Intangible Liabilities [Line Items] | |||
Gross carrying amount | $ (10,229) | $ (10,461) | $ (11,400) |
Accumulated amount | 7,905 | 7,435 | 6,795 |
Net amount | $ (2,324) | $ (3,026) | $ (4,605) |
Useful Lives of Intangible Asse
Useful Lives of Intangible Assets (Detail) | 6 Months Ended |
Jul. 30, 2016 | |
Trade names | |
Intangible Assets [Line Items] | |
Intangible assets, useful life | Indefinite |
Below Market Leases | Cost of Goods Sold | |
Intangible Assets [Line Items] | |
Intangible assets, useful life, period | Remaining lease term |
Co Branded Credit Card Agreements | Selling, General and Administrative Expenses | |
Intangible Assets [Line Items] | |
Intangible assets, useful life | 6 years 6 months |
Franchise Agreements | Selling, General and Administrative Expenses | International Retail Franchise | |
Intangible Assets [Line Items] | |
Intangible assets, useful life | 6 years |
Above Market Leases | Cost of Goods Sold | |
Intangible Assets [Line Items] | |
Intangible assets, useful life, period | Remaining contractual term |
Net Amortization Expense or Inc
Net Amortization Expense or Income (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Cost of Goods Sold | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization income (expense) | $ 466 | $ 745 | $ 958 | $ 1,446 |
Selling, General and Administrative Expenses | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization income (expense) | $ (699) | $ (1,408) | $ (1,485) | $ (3,293) |
Estimated Amortization Expense
Estimated Amortization Expense Income Related to Intangible Assets and Liabilities (Detail) $ in Thousands | Jul. 30, 2016USD ($) |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | |
2,017 | $ (35) |
2,018 | (541) |
2,019 | (163) |
2,020 | (23) |
2,021 | (30) |
Thereafter | (59) |
Total | (851) |
Below Market Leases | |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | |
2,017 | 407 |
2,018 | 223 |
2,019 | 62 |
2,020 | 15 |
2,021 | 8 |
Thereafter | 4 |
Total | 719 |
Above Market Leases | |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | |
2,017 | (1,196) |
2,018 | (764) |
2,019 | (225) |
2,020 | (38) |
2,021 | (38) |
Thereafter | (63) |
Total | (2,324) |
Other Intangibles | |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | |
2,017 | 754 |
Total | $ 754 |
Accrued and Other Current Lia68
Accrued and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jul. 30, 2016 | Jan. 30, 2016 | Aug. 01, 2015 | Jan. 31, 2015 |
Schedule of Accrued Liabilities [Line Items] | ||||
Employee compensation related expenses | $ 27,040 | $ 28,976 | $ 22,884 | |
Unredeemed gift cards, gift certificates, merchandise credits and customer deposits | 19,633 | 20,732 | 22,494 | |
Corporate expenses | 23,159 | 17,888 | 16,749 | |
Income tax payable | 23,800 | 1,097 | 1,051 | |
Store operating expenses | 7,964 | 9,956 | 7,822 | |
Accrued interest | 7,428 | 8,760 | 9,845 | |
Sales taxes | 2,467 | 1,881 | 1,334 | |
Other | 418 | 991 | 4,200 | |
Total | $ 111,909 | $ 90,281 | $ 85,228 | $ 86,379 |
401k Plan - Additional Informat
401k Plan - Additional Information (Detail) - Defined Contribution 401 K Plan - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Description of voluntary defined contribution 401(k) profit-sharing plan | We contribute $1.00 to the plan for each $1.00 contributed by an employee, up to 4% of the employee's salary. | |||
Total matching contributions to the Plan | $ 1 | $ 2.5 | $ 2.3 | $ 2.1 |
Maximum | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Percentage of employee gross pay, the employer may contribute to a defined contribution plan | 4.00% |
Line Of Credit Borrowings and L
Line Of Credit Borrowings and Long-Term Debt (Detail) - USD ($) $ in Thousands | Jul. 30, 2016 | Jan. 30, 2016 | Aug. 01, 2015 | Jan. 31, 2015 |
Debt Instrument [Line Items] | ||||
Line of credit borrowings | $ 42,000 | $ 19,000 | $ 70,000 | $ 33,000 |
Principal amount | 990,108 | |||
Less unamortized deferred financing costs | (15,933) | |||
Less unamortized discount | (600) | |||
Long term debt | 976,429 | 1,040,506 | 1,090,955 | |
Less current portion of long-term debt | (5,527) | |||
Long-term portion of long-term debt, net of unamortized discount and deferred financing costs | 970,902 | 1,040,506 | $ 1,094,107 | 1,090,955 |
Total line of credit borrowings and long-term debt, net of unamortized discount and deferred financing costs | 1,018,429 | 1,059,506 | 1,123,955 | |
ABL Term Loan | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 50,000 | |||
Less unamortized deferred financing costs | (3,228) | |||
Long term debt | 46,772 | |||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 769,102 | 769,102 | 769,102 | |
Less unamortized deferred financing costs | (6,062) | (7,873) | (11,347) | |
Less unamortized discount | (563) | (732) | (1,054) | |
Long term debt | 762,477 | 760,497 | 756,701 | |
Notes | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 171,006 | 287,575 | 346,000 | |
Less unamortized deferred financing costs | (3,826) | (7,566) | (11,746) | |
Long term debt | $ 167,180 | $ 280,009 | $ 334,254 |
Line Of Credit Borrowings and71
Line Of Credit Borrowings and Long-Term Debt (Parenthetical) (Detail) | 6 Months Ended | 12 Months Ended | |
Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | |
ABL Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, due date | 2017-12 | ||
Long-term debt, interest rate | 10.25% | ||
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% |
Line of Credit and Long-term 72
Line of Credit and Long-term Debt - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jul. 30, 2016 | Apr. 30, 2016 | Jan. 30, 2016 | Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | Apr. 22, 2016 | |
Line of Credit Facility [Line Items] | ||||||||
Line of credit, weighted average interest rate | 3.50% | 3.50% | ||||||
Domestic subsidiaries, ownership percentage | 100.00% | 100.00% | ||||||
Gain (loss) on extinguishment of debt | $ 18,000,000 | $ 48,800,000 | $ 41,500,000 | $ 66,853,000 | $ 41,522,000 | $ (834,000) | ||
Write-off of deferred financing cost | 1,000,000 | 2,000,000 | 1,600,000 | |||||
Aggregate principal amount of Notes repurchased | 39,600,000 | $ 77,000,000 | $ 58,400,000 | 39,600,000 | 58,400,000 | |||
Deferred financing costs | 15,933,000 | 15,933,000 | ||||||
Term loan, discount | 600,000 | $ 600,000 | ||||||
Deferred financing costs, weighted-average remaining amortization period | 1 year 10 months 24 days | |||||||
Deferred financing costs, amortization expense | $ 4,000,000 | 7,400,000 | $ 6,800,000 | 6,500,000 | ||||
ABL Revolving Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Number of revised maturity days | 60 days | |||||||
Asset-based lending, borrowing capacity | 225,000,000 | $ 225,000,000 | ||||||
Letter of credit, outstanding | 27,000,000 | 27,000,000 | ||||||
Line of credit, remaining borrowing capacity | 117,200,000 | 117,200,000 | ||||||
Line of credit, average borrowing | 50,100,000 | $ 51,900,000 | $ 32,000,000 | |||||
Long-term debt, amount | 50,000,000 | $ 50,000,000 | ||||||
ABL Revolving Facility | Adjusted LIBOR Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 1.00% | |||||||
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 | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility, borrowing base reserves | 25,000,000 | $ 25,000,000 | ||||||
Line of credit, commitment fee | 0.375% | |||||||
ABL Revolving Facility | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit, commitment fee | 0.25% | |||||||
ABL Revolving Facility | Second Amendment | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Asset-based lending, borrowing capacity | $ 50,000,000 | |||||||
Revolving Credit Facility | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility, borrowing base reserves | 22,500,000 | $ 22,500,000 | ||||||
Line of credit facility, borrowing base reserves, percentage | 12.50% | |||||||
Revolving Credit Facility | Second Amendment | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility, borrowing base reserves | $ 17,500,000 | $ 17,500,000 | ||||||
Line of credit facility, borrowing base reserves, percentage | 10.00% | |||||||
ABL Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term debt, payment amount | $ 600,000 | |||||||
Long-term debt, due date | 2017-12 | |||||||
Long-term debt, interest rate | 10.25% | 10.25% | ||||||
Deferred financing costs | $ 3,228,000 | $ 3,228,000 | ||||||
ABL Term Loan | Second Amendment | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term debt, borrowing base reserves | $ 17,500,000 | $ 17,500,000 | ||||||
Long-term debt, borrowing base reserves, percentage | 10.00% | |||||||
Interest rate under term loan | 10.90% | 10.90% | ||||||
ABL Term Loan | Second Amendment | Adjusted LIBOR Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 10.25% | |||||||
ABL Term Loan | Second Amendment | Prime Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 9.25% | |||||||
Notes | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term debt, amount | $ 400,000,000 | $ 400,000,000 | ||||||
Long-term debt, due date | 2018-12 | 2018-12 | 2018-12 | |||||
Long-term debt, interest rate | 9.125% | 9.125% | 9.125% | 9.125% | 9.125% | |||
Long-term debt, redemption price | 100.00% | |||||||
Aggregate principal amount of Notes repurchased | $ 116,600,000 | $ 58,400,000 | 25,000,000 | |||||
Payments on Notes | 46,800,000 | 15,300,000 | 24,800,000 | |||||
Gain (loss) on extinguishment of debt | 66,853,000 | 41,522,000 | (834,000) | |||||
Write-off of deferred financing cost | 2,900,000 | 1,600,000 | $ 1,000,000 | |||||
Deferred financing costs | $ 3,826,000 | $ 7,566,000 | $ 3,826,000 | $ 7,566,000 | $ 11,746,000 | |||
Notes | Change in Control of Company | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term debt, redemption price | 101.00% | |||||||
Tender Offer | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Aggregate principal amount of Notes repurchased | 39,600,000 | $ 39,600,000 | ||||||
Repurchase amount of notes | 20,600,000 | 20,600,000 | ||||||
Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term debt, amount | $ 820,000,000 | $ 820,000,000 | ||||||
Interest rate under term loan | 5.00% | 5.00% | ||||||
Long-term debt, due date | 2018-02 | 2018-02 | 2018-02 | |||||
London interbank offering rate floor | 1.50% | 1.50% | 1.50% | 1.50% | 1.50% | |||
Long-term debt, payment percentage | 0.25% | 0.25% | ||||||
Deferred financing costs | $ 6,062,000 | $ 7,873,000 | $ 6,062,000 | $ 7,873,000 | $ 11,347,000 | |||
Term loan, discount | $ 563,000 | $ 732,000 | $ 563,000 | $ 732,000 | $ 1,054,000 | |||
Term Loan | Adjusted LIBOR Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 3.50% | 3.50% | 3.50% | |||||
Term Loan | Base Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 2.50% | |||||||
Term Loan | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term debt, allowed additional tranches of loan | $ 200,000,000 |
Schedule of Redemption Prices (
Schedule of Redemption Prices (Detail) - Notes | 6 Months Ended |
Jul. 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 | Jul. 30, 2016USD ($) |
Long Term Debt Maturities Repayments Of Principal [Line Items] | |
Principal payments in 2017 | $ 5,527 |
Principal payments in 2018 | 984,581 |
Total | $ 990,108 |
Estimated Amortization of Defer
Estimated Amortization of Deferred Financing Costs for Each of Next Five Fiscal Years (Detail) $ in Thousands | Jul. 30, 2016USD ($) |
Deferred Costs, Capitalized and Other Assets Disclosure [Line Items] | |
2,017 | $ 9,044 |
2,018 | 5,646 |
2,019 | 728 |
2,020 | 90 |
2,021 | 90 |
Thereafter | 335 |
Total | $ 15,933 |
Sale-leaseback of Dixon Distr76
Sale-leaseback of Dixon Distribution Center - Additional Information (Detail) - USD ($) $ in Thousands | May 05, 2015 | Jul. 30, 2016 | Aug. 01, 2015 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 |
Sale Leaseback Transaction [Line Items] | ||||||
Net proceeds from sale and leaseback agreement | $ 26,750 | |||||
Payments related to sale-leaseback financing liability | $ 900 | 1,300 | ||||
Interest expense | 39,581 | $ 42,707 | 85,990 | $ 82,378 | $ 81,558 | |
Net property and equipment | 143,751 | $ 167,538 | 155,550 | $ 179,127 | ||
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 | 800 | $ 1,200 | ||||
Net property and equipment | $ 18,500 | |||||
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 | Jul. 30, 2016 | Jan. 30, 2016 | Aug. 01, 2015 |
Sale Leaseback Transaction [Line Items] | |||
2,017 | $ 1,811 | ||
2,018 | 1,834 | ||
2,019 | 1,856 | ||
2,020 | 1,880 | ||
2,021 | 1,903 | ||
Thereafter | 30,413 | ||
Total payments | 39,697 | ||
Less amount representing interest | (13,179) | ||
Less unamortized deferred financing costs | (784) | ||
Total sale-leaseback financing liability, net of unamortized deferred financing costs | 25,734 | ||
Less current portion of sale-leaseback financing liability - included in accrued liabilities | (226) | ||
Long-term portion of sale-leaseback financing liability, net of unamortized deferred financing costs | $ 25,508 | $ 25,578 | $ 25,509 |
Derivative Financial Instrume78
Derivative Financial Instruments - Additional Information (Detail) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2010 | Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Derivative [Line Items] | |||||
Forward exchange contracts term | 1 year | ||||
Amount of Gain / (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | $ (2,690,000) | $ (3,570,000) | $ (1,607,000) | $ (869,000) | |
Term Loan | |||||
Derivative [Line Items] | |||||
Long-term debt, amount | 820,000,000 | ||||
Not Designated as Hedging Instrument | Foreign exchange derivatives | Forward foreign exchange contracts | |||||
Derivative [Line Items] | |||||
Notional amount | 1,500,000 | ||||
Derivatives | |||||
Derivative [Line Items] | |||||
Interest rate caps, maturity date | Dec. 23, 2016 | ||||
Payment for interest rate caps hedging | $ 12,100,000 | ||||
Reclassified from accumulated other comprehensive loss to interest expense within the next 12 months | 2,200,000 | ||||
Derivatives | Term Loan | |||||
Derivative [Line Items] | |||||
Long-term debt, amount | $ 700,000,000 | ||||
Derivatives | Interest Expense | |||||
Derivative [Line Items] | |||||
Amount of Gain / (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | $ 2,500,000 | $ 3,900,000 | $ 2,100,000 | $ 1,100,000 |
Outstanding Derivatives Designa
Outstanding Derivatives Designated as Cash Flow Hedges (Detail) - Designated as Hedging Instrument $ in Thousands | Jul. 30, 2016USD ($)Derivative | Jan. 30, 2016USD ($)Derivative | Jan. 31, 2015USD ($)Derivative |
Derivative [Line Items] | |||
Number of derivative instruments | Derivative | 9 | 10 | 10 |
Notional | $ | $ 708,666 | $ 705,492 | $ 704,633 |
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 | 5 | 6 | 6 |
Notional | $ | $ 8,666 | $ 5,492 | $ 4,633 |
Fair Value of Derivative Financ
Fair Value of Derivative Financial Instruments (Detail) $ in Thousands | Jan. 31, 2015USD ($) |
Derivatives, Fair Value [Line Items] | |
Derivative Assets | $ 113 |
Interest rate derivatives | Interest rate caps | Other Assets | |
Derivatives, Fair Value [Line Items] | |
Derivative Assets | 17 |
Foreign exchange derivatives | Forward foreign exchange contracts | Other Assets | |
Derivatives, Fair Value [Line Items] | |
Derivative Assets | $ 96 |
Effect of Derivative Financial
Effect of Derivative Financial Instruments on Consolidated Statements of Operations and Comprehensive (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains / (Losses) Recognized in OCI on Derivative (Effective Portion) | $ (525) | $ (17) | $ (292) | $ 350 |
Gains / (Losses) Reclassified from Accumulated OCI into Income (Effective Portion) | (2,690) | (3,570) | (1,607) | (869) |
Interest rate derivatives | Interest rate caps | Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains / (Losses) Recognized in OCI on Derivative (Effective Portion) | (17) | (582) | (365) | |
Gains / (Losses) Reclassified from Accumulated OCI into Income (Effective Portion) | (2,461) | (3,861) | (2,062) | (1,135) |
Foreign exchange derivatives | Forward foreign exchange contracts | Cost of Goods Sold | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains / (Losses) Recognized in OCI on Derivative (Effective Portion) | (525) | 290 | 715 | |
Gains / (Losses) Reclassified from Accumulated OCI into Income (Effective Portion) | $ (229) | $ 291 | $ 455 | $ 266 |
Lease Incentives and Other Li82
Lease Incentives and Other Liabilities (Detail) - USD ($) $ in Thousands | Jul. 30, 2016 | Jan. 30, 2016 | Aug. 01, 2015 | Jan. 31, 2015 |
Lease Liability Activity [Line Items] | ||||
Lease allowances | $ 21,908 | $ 22,795 | $ 25,579 | |
Deferred rent | 19,422 | 20,784 | 20,569 | |
Above market leases | 2,324 | 3,026 | 4,605 | |
Other | 513 | 2,750 | 2,656 | |
Total | $ 44,167 | $ 49,355 | $ 51,486 | $ 53,409 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 30, 2016 | Aug. 31, 2016 | |
Contracts [Line Items] | ||
Operating leases expiration year | 2,027 | |
Sublease, expiration date | 2018-04 | |
Future minimum rental payments, net of rental receipts through fiscal 2018 | $ 397,716 | |
Gain (loss) on contract termination | 2,561 | |
Early termination fee payable | 8,300 | |
Selling, General and Administrative Expenses | ||
Contracts [Line Items] | ||
Gain (loss) on contract termination | (5,700) | |
Accrued And Other Current Liabilities [Member] | ||
Contracts [Line Items] | ||
Early termination fee payable | $ 4,100 | |
Accrued And Other Current Liabilities [Member] | Subsequent Event | ||
Contracts [Line Items] | ||
Payment for early termination fee | $ 4,100 | |
Retail Stores | ||
Contracts [Line Items] | ||
Operating leases term | 10 years |
Future Minimum Rental Payments
Future Minimum Rental Payments Net Of Rental Receipts Under Non Cancelable Operating Leases (Detail) $ in Thousands | Jul. 30, 2016USD ($) |
Net Payments | |
2,017 | $ 95,798 |
2,018 | 81,207 |
2,019 | 60,767 |
2,020 | 48,831 |
2,021 | 39,178 |
Thereafter | 71,935 |
Total future minimum lease payments and receipts, net | $ 397,716 |
Rent Expense (Detail)
Rent Expense (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Operating Leased Assets [Line Items] | ||||
Minimum rent | $ 50,517 | $ 104,918 | $ 106,947 | $ 101,923 |
Other lease required expenses | 26,128 | 55,986 | 55,117 | 53,524 |
Percentage rent expense | 330 | 991 | 845 | 789 |
Amortization income of above and below market leases, net | (466) | (745) | (958) | (1,446) |
Total rent expense | $ 76,509 | $ 161,150 | $ 161,951 | $ 154,790 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 12, 2013 | Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Preferred stock liquidation preference per share | $ 36 | ||||
Preferred stock liquidation preference growth rate per year | 15.00% | ||||
Weighted-average fair value of options granted | $ 8.50 | ||||
Share-based compensation expense | $ 1,243 | $ 3,367 | $ 4,624 | $ 5,809 | |
Share-based compensation income tax (expense) benefits, before valuation allowance | 200 | 100 | (400) | $ 1,400 | |
Selling, General and Administrative Expenses | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated Share-based compensation expense | 4,100 | ||||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost net of estimated forfeitures | $ 6,500 | ||||
Unrecognized compensation cost, weighted average recognition period | 3 years 7 months 6 days | ||||
Incremental share based compensation expense related to a modification of employee stock options | $ 200 | $ 300 | |||
Restricted Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity Incentive Plan, vesting period | 3 years | ||||
Unrecognized compensation cost, weighted average recognition period | 3 months 18 days | ||||
Number of shares, outstanding | 6,000 | 6,000 | 19,000 | ||
Weighted-average grant date fair value, outstanding | $ 45 | $ 45 | $ 45 | ||
Number of shares, vested | 0 | 13,000 | |||
Weighted-average grant date fair value, vested | $ 45 | ||||
Restricted units, total unrecognized compensation cost (net of estimated forfeitures) | $ 100 | ||||
Total fair value of Restricted units that vested | $ 100 | $ 100 | |||
China Phantom Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity Incentive Plan, vesting period | 5 years | ||||
Pool equal to the percentage of cash and fair market value of securities | 10.00% | ||||
Conditional rights to receive the value of the pool greater than amount | $ 12,000 | ||||
China Phantom Equity Incentive Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of units vest on each of the first five anniversaries | 20.00% | ||||
Common Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock in each units of shares | 9 | ||||
Common Class L | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock in each units of shares | 1 | ||||
2010 Plan | Common Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity Incentive Plan, shares authorized for grant | 11,622,231 | ||||
Equity Incentive Plan, available for the grant of future awards | 3,017,853 | ||||
2010 Plan | Common Class L | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity Incentive Plan, shares authorized for grant | 1,291,359 | ||||
Equity Incentive Plan, available for the grant of future awards | 335,317 | ||||
Stock Option Plan 2010 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of unit, options grant | $ 8.50 | $ 8.50 | $ 8.50 | $ 45 | |
Options granted, term | 10 years | 10 years | 10 years | 10 years | |
Equity Incentive Plan, vesting period | 5 years | 5 years | 5 years | 5 years | |
Weighted-average fair value of options granted | $ 6.07 | $ 6.11 | $ 4.43 | $ 30.49 | |
Modification of certain employee stock options on May 27, 2015 | Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost net of estimated forfeitures | $ 600 | ||||
Unrecognized compensation cost, weighted average recognition period | 3 years 2 months 12 days | ||||
Modification of certain employee stock options on December 12, 2014 | Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost net of estimated forfeitures | $ 500 | ||||
Unrecognized compensation cost, weighted average recognition period | 3 years 4 months 24 days |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) - $ / shares shares in Thousands | 6 Months Ended | 12 Months Ended | |
Jul. 30, 2016 | Jan. 30, 2016 | ||
Number of shares | |||
Outstanding at beginning of year | 867 | ||
Granted | 78 | ||
Forfeited | (29) | ||
Outstanding at end of year | 916 | 867 | |
Vested and expected to vest at end of year | [1] | 807 | |
Exercisable at end of year | 275 | ||
Weighted-average exercise price per share | |||
Outstanding at beginning of year | $ 9.47 | ||
Granted | 8.50 | ||
Forfeited | 8.50 | ||
Outstanding at end of year | 9.42 | $ 9.47 | |
Vested and expected to vest at end of year | [1] | 9.54 | |
Exercisable at end of year | $ 11.55 | ||
Weighted-average remaining contractual life (in years) | |||
Weighted-average remaining contractual life at end of year | 8 years 2 months 12 days | 8 years 8 months 12 days | |
Vested and expected to vest at end of year | [1] | 8 years 1 month 6 days | |
Exercisable at end of year | 7 years 9 months 18 days | ||
[1] | The expected to vest options are the result of applying the pre-vesting forfeiture rate assumptions to total unvested options outstanding. |
Fair Value of Each Stock Option
Fair Value of Each Stock Option Granted (Detail) | 6 Months Ended | 12 Months Ended | ||
Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Share based Compensation Arrangement by Share based Payment Award, Fair Value Assumptions, Method Used [Line Items] | ||||
Expected dividend rate | 0.00% | 0.00% | 0.00% | 0.00% |
Expected volatility | 81.40% | 81.40% | 80.90% | 75.20% |
Risk-free interest rate | 1.50% | 1.90% | 2.10% | 1.40% |
Expected lives (years) | 6 years 6 months | 6 years 6 months | 6 years 6 months | 6 years 6 months |
Amount Pre Tax Income Loss Attr
Amount Pre Tax Income Loss Attributable to Foreign and Domestic Operations (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Schedule Of Income Taxes [Line Items] | ||||
Foreign | $ 2,552 | $ 5,482 | $ (21,813) | $ (4,372) |
United States | 82,963 | (8,534) | (632,118) | (203,435) |
Total | $ 85,515 | $ (3,052) | $ (653,931) | $ (207,807) |
Provision for (Benefit from) In
Provision for (Benefit from) Income Taxes (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jul. 30, 2016 | Aug. 01, 2015 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Current: | |||||
Federal | $ 22,062 | $ (76) | $ (510) | $ 2,065 | |
State | 3,600 | 2,502 | 2,360 | 2,214 | |
Foreign | 1,338 | 4,196 | 2,796 | (2,882) | |
Total current | 27,000 | 6,622 | 4,646 | 1,397 | |
Deferred: | |||||
Federal | (12,351) | (937) | (71,131) | (3,291) | |
State | (1,212) | (24) | (8,072) | 1,821 | |
Foreign | 382 | 51 | 737 | (1,383) | |
Total deferred | (13,181) | (910) | (78,466) | (2,853) | |
Total expense (benefit) | 13,819 | 5,712 | (73,820) | (1,456) | |
Continuing operations | (610) | $ 1,484 | 2,503 | (76,334) | (1,880) |
Discontinued operations | 14,429 | 3,209 | 2,514 | 424 | |
Total expense (benefit) | $ 13,819 | $ 5,712 | $ (73,820) | $ (1,456) |
Reconciliation of Statutory Fed
Reconciliation of Statutory Federal Income Tax Rate with Effective Income Tax Rate (Detail) | 6 Months Ended | 12 Months Ended | ||
Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Schedule of Effective Tax Rate Reconciliation [Line Items] | ||||
Statutory federal rate | 35.00% | 35.00% | 35.00% | 35.00% |
State income taxes, net of income tax (expense) benefit | 11.40% | (1.80%) | 0.90% | 1.20% |
Benefit from intraperiod allocation | 4.90% | |||
Increase in valuation allowances | (67.90%) | (33.40%) | (4.30%) | (13.20%) |
Impact of foreign operations (net of foreign tax deductions/credit) | 5.60% | 3.80% | (0.10%) | |
Non-deductible goodwill impairment | (19.90%) | (22.70%) | ||
Cancellation of non-qualified stock options | 2.60% | (4.90%) | (0.30%) | (0.30%) |
Reserves | 0.30% | |||
Federal credits | (3.10%) | 2.20% | 0.10% | 0.90% |
Enhanced charitable contributions | (2.80%) | 2.90% | 0.10% | 0.30% |
Tax reserves | (1.70%) | (6.20%) | ||
Expired charitable contributions | 3.00% | |||
Other | 1.00% | (0.30%) | 0.20% | |
Effective tax rate | (16.90%) | (5.40%) | 11.80% | 1.40% |
Noncontrolling interest | 9.30% | (7.60%) | (0.20%) | (0.50%) |
Total effective tax rate | (7.60%) | (13.00%) | 11.60% | 0.90% |
Temporary Differences and Carry
Temporary Differences and Carryforwards Which Give Rise to Deferred Tax Assets And Liabilities (Detail) - USD ($) $ in Thousands | Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 |
Deferred tax assets: | |||
Inventory | $ 11,258 | $ 7,667 | $ 8,031 |
Deferred revenue | 2,933 | 2,820 | 2,858 |
State taxes | 4,370 | 4,550 | 4,160 |
Reserves | 7,458 | 11,154 | 7,152 |
Stock compensation | 4,456 | 4,210 | 4,159 |
Deferred rent | 8,745 | 9,454 | 9,594 |
Net operating loss carryforwards | 1,907 | 31,606 | 37,463 |
Charitable contribution carryovers | 707 | 5,875 | 5,299 |
Tax credits | 3,281 | 8,174 | 7,400 |
Sales-leaseback financing liability | 10,148 | 10,471 | |
Other | 1,872 | 3,391 | 7,387 |
Gross deferred tax assets | 57,135 | 99,372 | 93,503 |
Valuation allowance | (30,623) | (63,183) | (58,582) |
Total deferred tax assets | 26,512 | 36,189 | 34,921 |
Deferred tax liabilities: | |||
Prepaid expenses | (1,699) | (2,221) | (2,317) |
Fixed asset basis differences | (16,068) | (20,877) | (17,096) |
Intangibles | (115,406) | (131,205) | (131,325) |
Other | (1,931) | (3,275) | (5,449) |
Total deferred tax liabilities | (135,104) | (157,578) | (156,187) |
Net deferred tax liabilities | $ (108,592) | $ (121,389) | $ (121,266) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | |
Income Taxes [Line Items] | |||||
Valuation allowance | $ 30,623,000 | $ 63,183,000 | $ 58,582,000 | ||
Unrecognized tax benefits | 6,343,000 | 6,446,000 | 5,638,000 | $ 6,565,000 | $ 8,562,000 |
Unrecognized tax benefits, if recognized would affect effective tax rate | 4,000,000 | 4,100,000 | 3,500,000 | 3,600,000 | |
Unrecognized tax benefits, if recognized result in adjustments to other tax accounts, primarily deferred taxes | 2,300,000 | 2,300,000 | 2,100,000 | 3,000,000 | |
Interest on income tax contingencies | 3,000 | (229,000) | (33,000) | 102,000 | |
Penalties on income tax contingencies | 26,000 | 81,000 | 58,000 | 70,000 | |
Liability for interest on income taxes | 856,000 | 859,000 | 919,000 | 889,000 | |
Liability for penalties on income taxes | 461,000 | $ 487,000 | $ 568,000 | $ 626,000 | |
Unrecognized tax benefits decrease during next twelve months | $ 1,100,000 |
Net Operating Loss Carryforward
Net Operating Loss Carryforwards and Tax Credit Carryforwards, with Expiration Dates (Detail) $ in Millions | 6 Months Ended |
Jul. 30, 2016USD ($) | |
State and Local Jurisdiction | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss | $ 18.6 |
State and Local Jurisdiction | Earliest Tax Year | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward, Expiration Dates | 2,023 |
State and Local Jurisdiction | Latest Tax Year | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward, Expiration Dates | 2,034 |
Foreign Tax Authority | Australian Taxation Office | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss | $ 1.6 |
Tax credit carryforwards, expiration description | Indefinite |
Tax Credits | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carry forwards | $ 2.7 |
Tax Credits | Earliest Tax Year | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carryforwards, expiration year | 2,017 |
Tax Credits | Latest Tax Year | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carryforwards, expiration year | 2,026 |
Other Tax Credits | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carry forwards | $ 0.1 |
Tax credit carryforwards, expiration description | Indefinite |
Reconciliation of Beginning and
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefit (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||
Balance at beginning of period | $ 6,446 | $ 5,638 | $ 6,565 | $ 8,562 |
Gross increases - tax positions in current period | 119 | 265 | 473 | 814 |
Gross increases - tax positions in prior period | 22 | 1,467 | 322 | 335 |
Gross decreases - tax positions in prior period | (151) | (16) | (1,217) | (2,187) |
Settlements | (350) | (31) | (178) | |
Lapsed statutes of limitations | (217) | (410) | (241) | (353) |
Decreases based on currency translation adjustments | (148) | (233) | (428) | |
Increase based on currency translation adjustments | 124 | |||
Balance at end of period | $ 6,343 | $ 6,446 | $ 5,638 | $ 6,565 |
Amount Representing Estimated I
Amount Representing Estimated Inventory and Other Purchase Obligation (Detail) $ in Thousands | Jul. 30, 2016USD ($) | |
Schedule Of Commitments And Contingencies [Line Items] | ||
Less than 1 year | $ 301,558 | |
1-3 years | 17,355 | |
Payments due by period 3-5 years | 3,768 | |
After 5 years | 0 | |
Total | 322,681 | |
Inventory Purchase Obligation | ||
Schedule Of Commitments And Contingencies [Line Items] | ||
Less than 1 year | 283,862 | [1] |
After 5 years | 0 | [1] |
Total | 283,862 | [1] |
Other Purchase Obligations | ||
Schedule Of Commitments And Contingencies [Line Items] | ||
Less than 1 year | 17,696 | [2] |
1-3 years | 17,355 | [2] |
Payments due by period 3-5 years | 3,768 | [2] |
After 5 years | 0 | [2] |
Total | $ 38,819 | [2] |
[1] | Inventory purchase obligations include outstanding purchase orders for merchandise inventories that are enforceable and legally binding on the Company and that specify all significant terms (including fixed or minimum quantities to be purchased), fixed, minimum or variable price provisions, and the approximate timing of the transaction. | |
[2] | Other purchase obligations include commitments for professional services, information technology and fixtures and equipment. Also included is the balance of the early termination fee liability associated with the termination of the operating services agreement with a third party who performed the fulfillment of our www.gymboree.com online customer orders (see Note 11). |
Components of Accumulated OCI,
Components of Accumulated OCI, net of Taxes (Detail) - USD ($) $ in Thousands | Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Foreign currency translation | $ (8,003) | $ (9,236) | $ (7,043) | $ 623 |
Accumulated changes in fair value of derivative financial instruments, net of tax benefit | 579 | (1,586) | (4,188) | (5,503) |
Total accumulated other comprehensive loss | $ (7,424) | $ (10,822) | $ (11,231) | $ (4,880) |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income Balance by Component (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
BALANCE | $ (337,888) | $ (332,265) | $ 249,142 | $ 441,637 |
Total other comprehensive income (loss) | 3,398 | (215) | (6,793) | 1,245 |
BALANCE | (273,273) | (337,888) | (332,265) | 249,142 |
Derivatives | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
BALANCE | (1,586) | (4,188) | (5,503) | (6,722) |
Other comprehensive (loss) income recognized before reclassifications | (525) | (17) | (292) | 350 |
Amounts reclassified from accumulated other comprehensive loss to earnings | 2,690 | 3,570 | 1,607 | 869 |
Tax expense | (951) | |||
Total other comprehensive income (loss) | 2,165 | 2,602 | 1,315 | 1,219 |
BALANCE | 579 | (1,586) | (4,188) | (5,503) |
Foreign Currency | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
BALANCE | (9,236) | (7,043) | 623 | 808 |
Other comprehensive (loss) income recognized before reclassifications | 1,233 | (2,817) | (8,108) | 26 |
Total other comprehensive income (loss) | 1,233 | (2,817) | (8,108) | 26 |
Other comprehensive income (loss) attributable to noncontrolling interest | 624 | 442 | (211) | |
BALANCE | (8,003) | (9,236) | (7,043) | 623 |
Total Accumulated Comprehensive (Loss) Income Including Noncontrolling Interest | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
BALANCE | (10,822) | (11,231) | (4,880) | (5,914) |
Other comprehensive (loss) income recognized before reclassifications | 708 | (2,834) | (8,400) | 376 |
Amounts reclassified from accumulated other comprehensive loss to earnings | 2,690 | 3,570 | 1,607 | 869 |
Tax expense | (951) | |||
Total other comprehensive income (loss) | 3,398 | (215) | (6,793) | 1,245 |
Other comprehensive income (loss) attributable to noncontrolling interest | 624 | 442 | (211) | |
BALANCE | $ (7,424) | $ (10,822) | $ (11,231) | $ (4,880) |
Dividends - Additional Informat
Dividends - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Dividends Payable [Line Items] | ||||
Dividend payment to parent | $ 11 | $ 153 | $ 7,564 | |
Capital contribution received by noncontrolling interest | 992 | 15,886 | ||
Used by Indirect Parent to repurchase shares of its stock | ||||
Dividends Payable [Line Items] | ||||
Dividend payment to parent | 200 | 900 | ||
Gymboree Hong Kong Limited | ||||
Dividends Payable [Line Items] | ||||
Cash dividends declared | $ 5,100 | |||
VIEs | ||||
Dividends Payable [Line Items] | ||||
Dividend payment to parent | 6,700 | |||
Capital contribution received by noncontrolling interest | $ 1,000 | $ 15,900 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Oct. 23, 2010 | Apr. 30, 2012 | Dec. 31, 2011 | Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 |
Bain Capital Partners Llc | |||||||
Related Party Transaction [Line Items] | |||||||
Management services, expiration date | Dec. 31, 2020 | ||||||
Management services, evergreen extensions period | 1 year | ||||||
Management fee | $ 1,300,000 | ||||||
Bain Capital Partners Llc | Amended and Restated Service Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Management services, aggregate annual management fee and reimbursement of out-of-pocket expenses | $ 3,000,000 | ||||||
Management services, reduction from annual management fee | $ 270,000 | ||||||
Bain Capital Partners Llc | Financing, acquisition, disposition and change of control transactions, fee percentage | |||||||
Related Party Transaction [Line Items] | |||||||
Management services, percentage of fee from subsequent transactions | 1.00% | ||||||
Gymboree China | |||||||
Related Party Transaction [Line Items] | |||||||
Franchise Agreement period | 10 years | ||||||
Bain Capital Private Equity Lp | |||||||
Related Party Transaction [Line Items] | |||||||
Management services, aggregate annual management fee and reimbursement of out-of-pocket expenses | 2,800,000 | $ 3,100,000 | $ 3,100,000 | $ 3,600,000 | |||
Payable to related parties | 1,600,000 | 200,000 | 200,000 | ||||
Bain Capital Private Equity Lp | Gymboree Play & Music | |||||||
Related Party Transaction [Line Items] | |||||||
Payable to related parties | 1,300,000 | ||||||
LogicSource | |||||||
Related Party Transaction [Line Items] | |||||||
Payable to related parties | 100,000 | 300,000 | |||||
Purchased services | 900,000 | $ 1,800,000 | 1,900,000 | $ 2,600,000 | |||
Giraffe Holding, Inc | |||||||
Related Party Transaction [Line Items] | |||||||
Receivable from related parties | $ 400,000 | $ 200,000 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 6 Months Ended |
Jul. 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 | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Jul. 30, 2016 | [1] | Apr. 30, 2016 | [2] | Jan. 30, 2016 | [3] | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | [4] | Aug. 02, 2014 | May 03, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||||||||||
Reportable segment, sales | $ 250,274 | $ 272,913 | $ 381,400 | $ 295,520 | $ 261,798 | $ 267,421 | $ 366,595 | $ 309,075 | $ 256,984 | $ 265,178 | $ 523,187 | $ 529,219 | $ 1,206,139 | $ 1,197,832 | $ 1,218,884 | ||||
Reportable segment, gross profit | 85,988 | 109,793 | 148,824 | 114,907 | 91,458 | 98,192 | 130,977 | 119,765 | 90,502 | 102,727 | 195,781 | 189,650 | 453,381 | 443,971 | 456,007 | ||||
Retail Stores | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Reportable segment, sales | 246,524 | 269,069 | 376,230 | 289,653 | 256,991 | 261,732 | 361,711 | 304,265 | 253,376 | 259,124 | 515,593 | 518,723 | 1,184,606 | 1,178,476 | 1,197,176 | ||||
Retail Stores | VIEs | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Reportable segment, sales | 7,413 | 5,850 | 5,678 | ||||||||||||||||
International Retail Franchise | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Reportable segment, sales | $ 3,750 | $ 3,844 | $ 5,170 | $ 5,867 | $ 4,807 | $ 5,689 | $ 4,884 | $ 4,810 | $ 3,608 | $ 6,054 | 7,594 | $ 10,496 | 21,533 | 19,356 | 21,708 | ||||
Operating Segments | VIEs | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Reportable segment, sales | 7,413 | 5,850 | 5,678 | ||||||||||||||||
Reportable segment, gross profit | 2,473 | 1,078 | 1,014 | ||||||||||||||||
Operating Segments | Retail Stores | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Reportable segment, sales | 515,593 | 1,177,193 | 1,172,626 | 1,191,498 | |||||||||||||||
Reportable segment, gross profit | 191,721 | 439,325 | 432,286 | 443,960 | |||||||||||||||
Operating Segments | International Retail Franchise | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Reportable segment, sales | 7,594 | 22,198 | 19,907 | 22,252 | |||||||||||||||
Reportable segment, gross profit | $ 4,060 | 12,248 | 11,158 | 11,577 | |||||||||||||||
Intersegment elimination | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Reportable segment, sales | (665) | (551) | (544) | ||||||||||||||||
Reportable segment, gross profit | $ (665) | $ (551) | $ (544) | ||||||||||||||||
[1] | During the 13-week period ended July 30, 2016, we: • Sold Gymboree Play & Music for a gross purchase price of $127.5 million, before certain purchase price adjustments pursuant to the purchase agreement, and recorded a $70.0 million gain on sale. In addition, Gymboree Investment Holdings L.P. sold Gymboree Tianjin (master franchisee of Gymboree Play & Music in China) during the 13-week period ended July 30, 2016. The financial results of Gymboree Play & Music and Gymboree Tianjin are shown as discontinued operations in all of the periods presented in the table above (see Note 2). • Recorded a non-cash charge of $2.6 million and a non-cash income tax benefit of $1.0 million related to the impairment of the Crazy 8 trade name. • Repurchased Notes with an aggregate principal amount of $39.6 million for $20.6 million in cash through a Tender Offer that expired on May 23, 2016 and recorded a $18.0 million 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 (see Note 7). | ||||||||||||||||||
[2] | During the 13-week period 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 and 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 (see Note 7). | ||||||||||||||||||
[3] | During the fourth quarter of fiscal 2015, we repurchased Notes with an aggregate principal amount of $58.4 million for $15.3 million in cash through open market transactions and recorded a $41.5 million gain on extinguishment of debt, net of a $1.6 million charge related to the write-off of deferred financing costs associated with the extinguished debt (see Note 7). | ||||||||||||||||||
[4] | During the third quarter of fiscal 2014, we recorded non-cash charges related to goodwill impairment of $378.8 million and trade name impairment of $212.6 million (see Note 4). In addition, during the third quarter of fiscal 2014, we recorded an income tax benefit of $78.2 million related to trade name impairment. |
Net Retail Sales of Retail Stor
Net Retail Sales of Retail Stores Segment and VIE (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||
Jul. 30, 2016 | [1] | Apr. 30, 2016 | [2] | Jan. 30, 2016 | [3] | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | [4] | Aug. 02, 2014 | May 03, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | ||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Reportable segment, sales | $ 250,274 | $ 272,913 | $ 381,400 | $ 295,520 | $ 261,798 | $ 267,421 | $ 366,595 | $ 309,075 | $ 256,984 | $ 265,178 | $ 523,187 | $ 529,219 | $ 1,206,139 | $ 1,197,832 | $ 1,218,884 | |||||
Retail Stores | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Reportable segment, sales | $ 246,524 | $ 269,069 | $ 376,230 | $ 289,653 | $ 256,991 | $ 261,732 | $ 361,711 | $ 304,265 | $ 253,376 | $ 259,124 | 515,593 | $ 518,723 | 1,184,606 | 1,178,476 | 1,197,176 | |||||
Retail Stores | Balance Before Consolidation of VIEs | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Reportable segment, sales | 515,593 | 1,177,193 | 1,172,626 | 1,191,498 | ||||||||||||||||
Retail Stores | Balance Before Consolidation of VIEs | Gymboree Retail and Gymboree Outlet | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Reportable segment, sales | [5] | 324,609 | 752,627 | 764,145 | 803,920 | |||||||||||||||
Retail Stores | Balance Before Consolidation of VIEs | Janie And Jack Shops | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Reportable segment, sales | 70,917 | 145,695 | 133,246 | 118,978 | ||||||||||||||||
Retail Stores | Balance Before Consolidation of VIEs | Crazy 8 Stores | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Reportable segment, sales | $ 120,067 | 278,871 | 275,235 | 268,600 | ||||||||||||||||
Retail Stores | VIEs | ||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||
Reportable segment, sales | $ 7,413 | $ 5,850 | $ 5,678 | |||||||||||||||||
[1] | During the 13-week period ended July 30, 2016, we: • Sold Gymboree Play & Music for a gross purchase price of $127.5 million, before certain purchase price adjustments pursuant to the purchase agreement, and recorded a $70.0 million gain on sale. In addition, Gymboree Investment Holdings L.P. sold Gymboree Tianjin (master franchisee of Gymboree Play & Music in China) during the 13-week period ended July 30, 2016. The financial results of Gymboree Play & Music and Gymboree Tianjin are shown as discontinued operations in all of the periods presented in the table above (see Note 2). • Recorded a non-cash charge of $2.6 million and a non-cash income tax benefit of $1.0 million related to the impairment of the Crazy 8 trade name. • Repurchased Notes with an aggregate principal amount of $39.6 million for $20.6 million in cash through a Tender Offer that expired on May 23, 2016 and recorded a $18.0 million 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 (see Note 7). | |||||||||||||||||||
[2] | During the 13-week period 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 and 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 (see Note 7). | |||||||||||||||||||
[3] | During the fourth quarter of fiscal 2015, we repurchased Notes with an aggregate principal amount of $58.4 million for $15.3 million in cash through open market transactions and recorded a $41.5 million gain on extinguishment of debt, net of a $1.6 million charge related to the write-off of deferred financing costs associated with the extinguished debt (see Note 7). | |||||||||||||||||||
[4] | During the third quarter of fiscal 2014, we recorded non-cash charges related to goodwill impairment of $378.8 million and trade name impairment of $212.6 million (see Note 4). In addition, during the third quarter of fiscal 2014, we recorded an income tax benefit of $78.2 million related to trade name impairment. | |||||||||||||||||||
[5] | This includes the net retail sales for Gymboree Retail and Gymboree Outlet operating segments. |
Total Assets of Each Reportable
Total Assets of Each Reportable Segment (Detail) - USD ($) $ in Thousands | Jul. 30, 2016 | Jan. 30, 2016 | Aug. 01, 2015 | Jan. 31, 2015 |
Segment Reporting Information [Line Items] | ||||
Reportable segment, Total assets | $ 1,178,512 | $ 1,140,476 | $ 1,222,607 | $ 1,164,850 |
Continuing Operations | Operating Segments | VIEs | ||||
Segment Reporting Information [Line Items] | ||||
Reportable segment, Total assets | 8,114 | 7,530 | ||
Continuing Operations | Operating Segments | Retail Stores | ||||
Segment Reporting Information [Line Items] | ||||
Reportable segment, Total assets | 1,151,745 | 1,027,622 | 1,055,880 | |
Continuing Operations | Operating Segments | International Retail Franchise | ||||
Segment Reporting Information [Line Items] | ||||
Reportable segment, Total assets | $ 26,767 | 28,791 | 28,886 | |
Continuing Operations | Intersegment elimination | ||||
Segment Reporting Information [Line Items] | ||||
Reportable segment, Total assets | (560) | (621) | ||
Discontinued Operations | ||||
Segment Reporting Information [Line Items] | ||||
Reportable segment, Total assets | $ 76,509 | $ 73,175 |
Net Sales and Property and Equi
Net Sales and Property and Equipment, Net of Each Geographical Areas (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Jul. 30, 2016 | Apr. 30, 2016 | [2] | Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | [4] | Aug. 02, 2014 | May 03, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |||
Geographic Reporting Disclosure [Line Items] | |||||||||||||||||||
Net sales | $ 250,274 | [1] | $ 272,913 | $ 381,400 | [3] | $ 295,520 | $ 261,798 | $ 267,421 | $ 366,595 | $ 309,075 | $ 256,984 | $ 265,178 | $ 523,187 | $ 529,219 | $ 1,206,139 | $ 1,197,832 | $ 1,218,884 | ||
Property and equipment, net | 143,751 | 155,550 | $ 167,538 | 179,127 | 143,751 | $ 167,538 | 155,550 | 179,127 | |||||||||||
UNITED STATES | |||||||||||||||||||
Geographic Reporting Disclosure [Line Items] | |||||||||||||||||||
Net sales | 504,728 | 1,151,403 | 1,143,025 | 1,161,813 | |||||||||||||||
Property and equipment, net | 138,384 | 149,515 | 171,796 | 138,384 | 149,515 | 171,796 | |||||||||||||
International geographical segment | |||||||||||||||||||
Geographic Reporting Disclosure [Line Items] | |||||||||||||||||||
Net sales | 18,459 | 54,736 | 54,807 | $ 57,071 | |||||||||||||||
Property and equipment, net | $ 5,367 | $ 6,035 | $ 7,331 | $ 5,367 | $ 6,035 | $ 7,331 | |||||||||||||
[1] | During the 13-week period ended July 30, 2016, we: • Sold Gymboree Play & Music for a gross purchase price of $127.5 million, before certain purchase price adjustments pursuant to the purchase agreement, and recorded a $70.0 million gain on sale. In addition, Gymboree Investment Holdings L.P. sold Gymboree Tianjin (master franchisee of Gymboree Play & Music in China) during the 13-week period ended July 30, 2016. The financial results of Gymboree Play & Music and Gymboree Tianjin are shown as discontinued operations in all of the periods presented in the table above (see Note 2). • Recorded a non-cash charge of $2.6 million and a non-cash income tax benefit of $1.0 million related to the impairment of the Crazy 8 trade name. • Repurchased Notes with an aggregate principal amount of $39.6 million for $20.6 million in cash through a Tender Offer that expired on May 23, 2016 and recorded a $18.0 million 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 (see Note 7). | ||||||||||||||||||
[2] | During the 13-week period 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 and 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 (see Note 7). | ||||||||||||||||||
[3] | During the fourth quarter of fiscal 2015, we repurchased Notes with an aggregate principal amount of $58.4 million for $15.3 million in cash through open market transactions and recorded a $41.5 million gain on extinguishment of debt, net of a $1.6 million charge related to the write-off of deferred financing costs associated with the extinguished debt (see Note 7). | ||||||||||||||||||
[4] | During the third quarter of fiscal 2014, we recorded non-cash charges related to goodwill impairment of $378.8 million and trade name impairment of $212.6 million (see Note 4). In addition, during the third quarter of fiscal 2014, we recorded an income tax benefit of $78.2 million related to trade name impairment. |
Condensed Guarantor Data - Addi
Condensed Guarantor Data - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Domestic subsidiaries, ownership percentage | 100.00% | |||
Dividend payment by VIE to its parent | $ 5,080 | |||
Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Dividend to The Gymboree Corporation | 17,213 | $ 3,200 | $ 3,000 | $ 2,500 |
Capital distribution to The Gymboree Corporation | 16,124 | 25,863 | ||
Capital distribution to the Gymboree Corporation | 25,900 | |||
Non-Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Capital distribution to The Gymboree Corporation | $ 7,358 | 1,821 | ||
Dividend payment by VIE to its parent | $ 5,080 | |||
Issuance of common stock in non-cash investing and financing activity | 18,500 | |||
Repurchase of shares | 3,207 | |||
Non-Guarantor Subsidiaries | Business Operations | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Issuance of common stock in non-cash investing and financing activity | 15,300 | |||
Non-Guarantor Subsidiaries | Advanced Pricing Agreement | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Issuance of common stock in non-cash investing and financing activity | $ 3,200 |
Condensed Consolidating Stateme
Condensed Consolidating Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Jul. 30, 2016 | Apr. 30, 2016 | Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | [4] | Aug. 02, 2014 | May 03, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | ||||
Net sales: | |||||||||||||||||||
Net sales | $ 250,274 | [1] | $ 272,913 | [2] | $ 381,400 | [3] | $ 295,520 | $ 261,798 | $ 267,421 | $ 366,595 | $ 309,075 | $ 256,984 | $ 265,178 | $ 523,187 | $ 529,219 | $ 1,206,139 | $ 1,197,832 | $ 1,218,884 | |
Cost of goods sold, including buying and occupancy expenses | (327,406) | (339,569) | (752,758) | (753,861) | (762,877) | ||||||||||||||
Gross profit | 85,988 | [1] | 109,793 | [2] | 148,824 | [3] | 114,907 | 91,458 | 98,192 | 130,977 | 119,765 | 90,502 | 102,727 | 195,781 | 189,650 | 453,381 | 443,971 | 456,007 | |
Selling, general and administrative expenses | (209,925) | (200,215) | (427,638) | (435,093) | (431,116) | ||||||||||||||
Goodwill and intangible asset impairment | (2,600) | [1] | (591,396) | (2,600) | (591,396) | (157,189) | |||||||||||||
Operating (loss) income | (16,744) | (10,565) | 25,743 | (582,518) | (132,298) | ||||||||||||||
Interest income | 19 | 20 | 41 | 228 | 100 | ||||||||||||||
Interest expense | (39,581) | (42,707) | (85,990) | (82,378) | (81,558) | ||||||||||||||
Gain on extinguishment of debt | 18,000 | 48,800 | 41,500 | 66,853 | 41,522 | (834) | |||||||||||||
Other (expense) income, net | (2,500) | 36 | (590) | (535) | (684) | ||||||||||||||
(Loss) income before income taxes | 8,047 | (53,216) | (19,274) | (665,203) | (215,274) | ||||||||||||||
Income tax benefit (expense) | 610 | (1,484) | (2,503) | 76,334 | 1,880 | ||||||||||||||
Income (loss) from continuing operations, net of tax | (20,022) | [1] | 28,679 | [2] | 45,933 | [3] | (13,010) | (29,353) | (25,347) | (11,251) | (525,160) | (33,998) | (18,460) | 8,657 | (54,700) | (21,777) | (588,869) | (213,394) | |
Income from discontinued operations, including gain on sale of Gymboree Play & Music, net of tax | 60,776 | [1] | 2,263 | [2] | 2,829 | [3] | 3,358 | 3,959 | 2,867 | 1,390 | 2,766 | 1,145 | 3,457 | 63,039 | 6,826 | 13,013 | 8,758 | 7,043 | |
Net income (loss) | 40,754 | [1] | 30,942 | [2] | 48,762 | [3] | (9,652) | (25,394) | (22,480) | (9,861) | (522,394) | (32,853) | (15,003) | 71,696 | (47,874) | (8,764) | (580,111) | (206,351) | |
Net loss (income) attributable to noncontrolling interest | (1,008) | (1,713) | (1,412) | 6,006 | 3,324 | ||||||||||||||
Net (loss) income attributable to The Gymboree Corporation | 37,842 | [1] | 32,846 | [2] | 49,439 | [3] | (10,028) | (26,562) | (23,025) | (7,446) | (522,075) | (31,153) | (13,431) | 70,688 | (49,587) | (10,176) | (574,105) | (203,027) | |
Retail Stores | |||||||||||||||||||
Net sales: | |||||||||||||||||||
Net sales | 246,524 | [1] | 269,069 | [2] | 376,230 | [3] | 289,653 | 256,991 | 261,732 | 361,711 | 304,265 | 253,376 | 259,124 | 515,593 | 518,723 | 1,184,606 | 1,178,476 | 1,197,176 | |
International Retail Franchise | |||||||||||||||||||
Net sales: | |||||||||||||||||||
Net sales | $ 3,750 | [1] | $ 3,844 | [2] | $ 5,170 | [3] | $ 5,867 | $ 4,807 | $ 5,689 | $ 4,884 | $ 4,810 | $ 3,608 | $ 6,054 | 7,594 | $ 10,496 | 21,533 | 19,356 | 21,708 | |
Eliminations | |||||||||||||||||||
Net sales: | |||||||||||||||||||
Net sales | (57,805) | (124,135) | (92,103) | (94,587) | |||||||||||||||
Cost of goods sold, including buying and occupancy expenses | 11,898 | 28,310 | 27,043 | 27,609 | |||||||||||||||
Gross profit | (45,907) | (95,825) | (65,060) | (66,978) | |||||||||||||||
Selling, general and administrative expenses | 45,814 | 95,723 | 65,073 | 66,974 | |||||||||||||||
Operating (loss) income | (93) | (102) | 13 | (4) | |||||||||||||||
Interest income | (1) | ||||||||||||||||||
Interest expense | 46 | 1 | |||||||||||||||||
Other (expense) income, net | 2 | ||||||||||||||||||
(Loss) income before income taxes | (93) | (102) | 59 | (2) | |||||||||||||||
Equity in earnings of affiliates, net of tax | (28,682) | (41,003) | 465,052 | 99,223 | |||||||||||||||
Income (loss) from continuing operations, net of tax | (28,775) | (41,105) | 465,111 | 99,221 | |||||||||||||||
Income from discontinued operations, including gain on sale of Gymboree Play & Music, net of tax | (46) | ||||||||||||||||||
Net income (loss) | (28,775) | (41,105) | 465,065 | 99,221 | |||||||||||||||
Net (loss) income attributable to The Gymboree Corporation | (28,775) | (41,105) | 465,065 | 99,221 | |||||||||||||||
Eliminations | Retail Stores | |||||||||||||||||||
Net sales: | |||||||||||||||||||
Net sales | (12,020) | (28,419) | (27,076) | (30,014) | |||||||||||||||
Eliminations | Intercompany revenue | |||||||||||||||||||
Net sales: | |||||||||||||||||||
Net sales | (45,785) | (95,716) | (65,027) | (64,573) | |||||||||||||||
The Gymboree Corporation | |||||||||||||||||||
Net sales: | |||||||||||||||||||
Net sales | 29,888 | 68,548 | 26,473 | 32,400 | |||||||||||||||
Cost of goods sold, including buying and occupancy expenses | (3,525) | (8,867) | (6,330) | (5,824) | |||||||||||||||
Gross profit | 26,363 | 59,681 | 20,143 | 26,576 | |||||||||||||||
Selling, general and administrative expenses | (51,361) | (92,245) | (66,773) | (66,445) | |||||||||||||||
Operating (loss) income | (24,998) | (32,564) | (46,630) | (39,869) | |||||||||||||||
Interest income | 15 | 6 | 63 | ||||||||||||||||
Interest expense | (38,747) | (84,464) | (81,886) | (81,405) | |||||||||||||||
Gain on extinguishment of debt | 66,853 | 41,522 | (834) | ||||||||||||||||
Other (expense) income, net | 227 | (428) | (739) | (105) | |||||||||||||||
(Loss) income before income taxes | 3,350 | (75,928) | (129,255) | (122,150) | |||||||||||||||
Income tax benefit (expense) | 9,476 | 22,245 | 16,883 | 16,408 | |||||||||||||||
Equity in earnings of affiliates, net of tax | 28,682 | 41,003 | (465,052) | (99,223) | |||||||||||||||
Income (loss) from continuing operations, net of tax | 41,508 | (12,680) | (577,424) | (204,965) | |||||||||||||||
Income from discontinued operations, including gain on sale of Gymboree Play & Music, net of tax | 29,180 | 2,504 | 3,319 | 1,938 | |||||||||||||||
Net income (loss) | 70,688 | (10,176) | (574,105) | (203,027) | |||||||||||||||
Net (loss) income attributable to The Gymboree Corporation | 70,688 | (10,176) | (574,105) | (203,027) | |||||||||||||||
The Gymboree Corporation | Retail Stores | |||||||||||||||||||
Net sales: | |||||||||||||||||||
Net sales | 1,724 | 3,479 | 1,882 | 1,885 | |||||||||||||||
The Gymboree Corporation | Intercompany revenue | |||||||||||||||||||
Net sales: | |||||||||||||||||||
Net sales | 28,164 | 65,069 | 24,591 | 30,515 | |||||||||||||||
Guarantor Subsidiaries | |||||||||||||||||||
Net sales: | |||||||||||||||||||
Net sales | 529,227 | 1,201,140 | 1,202,283 | 1,215,093 | |||||||||||||||
Cost of goods sold, including buying and occupancy expenses | (320,984) | (730,799) | (732,606) | (740,957) | |||||||||||||||
Gross profit | 208,243 | 470,341 | 469,677 | 474,136 | |||||||||||||||
Selling, general and administrative expenses | (197,711) | (408,772) | (409,373) | (406,943) | |||||||||||||||
Goodwill and intangible asset impairment | (2,600) | (572,422) | (154,322) | ||||||||||||||||
Operating (loss) income | 7,932 | 61,569 | (512,118) | (87,129) | |||||||||||||||
Interest income | 9 | 15 | 34 | ||||||||||||||||
Interest expense | (834) | (1,526) | (492) | (153) | |||||||||||||||
Other (expense) income, net | 273 | 163 | 245 | (1) | |||||||||||||||
(Loss) income before income taxes | 7,371 | 60,215 | (512,350) | (87,249) | |||||||||||||||
Income tax benefit (expense) | (8,593) | (23,898) | 60,733 | (17,180) | |||||||||||||||
Income (loss) from continuing operations, net of tax | (1,222) | 36,317 | (451,617) | (104,429) | |||||||||||||||
Income from discontinued operations, including gain on sale of Gymboree Play & Music, net of tax | 29,853 | 4,076 | 5,352 | 3,431 | |||||||||||||||
Net income (loss) | 28,631 | 40,393 | (446,265) | (100,998) | |||||||||||||||
Net (loss) income attributable to The Gymboree Corporation | 28,631 | 40,393 | (446,265) | (100,998) | |||||||||||||||
Guarantor Subsidiaries | Retail Stores | |||||||||||||||||||
Net sales: | |||||||||||||||||||
Net sales | 506,166 | 1,152,123 | 1,146,744 | 1,162,412 | |||||||||||||||
Guarantor Subsidiaries | International Retail Franchise | |||||||||||||||||||
Net sales: | |||||||||||||||||||
Net sales | 7,594 | 21,533 | 19,356 | 21,708 | |||||||||||||||
Guarantor Subsidiaries | Intercompany revenue | |||||||||||||||||||
Net sales: | |||||||||||||||||||
Net sales | 15,467 | 27,484 | 36,183 | 30,973 | |||||||||||||||
Non-Guarantor Subsidiaries | |||||||||||||||||||
Net sales: | |||||||||||||||||||
Net sales | 21,877 | 60,586 | 61,179 | 65,978 | |||||||||||||||
Cost of goods sold, including buying and occupancy expenses | (14,795) | (41,402) | (41,968) | (43,705) | |||||||||||||||
Gross profit | 7,082 | 19,184 | 19,211 | 22,273 | |||||||||||||||
Selling, general and administrative expenses | (6,667) | (22,344) | (24,020) | (24,702) | |||||||||||||||
Goodwill and intangible asset impairment | (18,974) | (2,867) | |||||||||||||||||
Operating (loss) income | 415 | (3,160) | (23,783) | (5,296) | |||||||||||||||
Interest income | 4 | 26 | 213 | 4 | |||||||||||||||
Interest expense | (46) | (1) | |||||||||||||||||
Other (expense) income, net | (3,000) | (325) | (41) | (580) | |||||||||||||||
(Loss) income before income taxes | (2,581) | (3,459) | (23,657) | (5,873) | |||||||||||||||
Income tax benefit (expense) | (273) | (850) | (1,282) | 2,652 | |||||||||||||||
Income (loss) from continuing operations, net of tax | (2,854) | (4,309) | (24,939) | (3,221) | |||||||||||||||
Income from discontinued operations, including gain on sale of Gymboree Play & Music, net of tax | 4,006 | 6,433 | 133 | 1,674 | |||||||||||||||
Net income (loss) | 1,152 | 2,124 | (24,806) | (1,547) | |||||||||||||||
Net loss (income) attributable to noncontrolling interest | (1,008) | (1,412) | 6,006 | 3,324 | |||||||||||||||
Net (loss) income attributable to The Gymboree Corporation | 144 | 712 | (18,800) | 1,777 | |||||||||||||||
Non-Guarantor Subsidiaries | Retail Stores | |||||||||||||||||||
Net sales: | |||||||||||||||||||
Net sales | 19,723 | 57,423 | 56,926 | 62,893 | |||||||||||||||
Non-Guarantor Subsidiaries | Intercompany revenue | |||||||||||||||||||
Net sales: | |||||||||||||||||||
Net sales | $ 2,154 | $ 3,163 | $ 4,253 | $ 3,085 | |||||||||||||||
[1] | During the 13-week period ended July 30, 2016, we: • Sold Gymboree Play & Music for a gross purchase price of $127.5 million, before certain purchase price adjustments pursuant to the purchase agreement, and recorded a $70.0 million gain on sale. In addition, Gymboree Investment Holdings L.P. sold Gymboree Tianjin (master franchisee of Gymboree Play & Music in China) during the 13-week period ended July 30, 2016. The financial results of Gymboree Play & Music and Gymboree Tianjin are shown as discontinued operations in all of the periods presented in the table above (see Note 2). • Recorded a non-cash charge of $2.6 million and a non-cash income tax benefit of $1.0 million related to the impairment of the Crazy 8 trade name. • Repurchased Notes with an aggregate principal amount of $39.6 million for $20.6 million in cash through a Tender Offer that expired on May 23, 2016 and recorded a $18.0 million 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 (see Note 7). | ||||||||||||||||||
[2] | During the 13-week period 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 and 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 (see Note 7). | ||||||||||||||||||
[3] | During the fourth quarter of fiscal 2015, we repurchased Notes with an aggregate principal amount of $58.4 million for $15.3 million in cash through open market transactions and recorded a $41.5 million gain on extinguishment of debt, net of a $1.6 million charge related to the write-off of deferred financing costs associated with the extinguished debt (see Note 7). | ||||||||||||||||||
[4] | During the third quarter of fiscal 2014, we recorded non-cash charges related to goodwill impairment of $378.8 million and trade name impairment of $212.6 million (see Note 4). In addition, during the third quarter of fiscal 2014, we recorded an income tax benefit of $78.2 million related to trade name impairment. |
Condensed Consolidating Stat108
Condensed Consolidating Statements of Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Jul. 30, 2016 | [1] | Apr. 30, 2016 | [2] | Jan. 30, 2016 | [3] | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | [4] | Aug. 02, 2014 | May 03, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Condensed Financial Statements, Captions [Line Items] | |||||||||||||||||||
Net (loss) income | $ 40,754 | $ 30,942 | $ 48,762 | $ (9,652) | $ (25,394) | $ (22,480) | $ (9,861) | $ (522,394) | $ (32,853) | $ (15,003) | $ 71,696 | $ (47,874) | $ (8,764) | $ (580,111) | $ (206,351) | ||||
Other comprehensive income (loss), net of tax: | |||||||||||||||||||
Foreign currency translation adjustments | 1,233 | (2,817) | (8,108) | 26 | |||||||||||||||
Unrealized net gain (loss) on cash flow hedges, net of tax | 2,165 | 2,602 | 1,315 | 1,219 | |||||||||||||||
Total other comprehensive income (loss), net of tax | 3,398 | (215) | (6,793) | 1,245 | |||||||||||||||
Comprehensive (loss) income | 75,094 | (8,979) | (586,904) | (205,106) | |||||||||||||||
Comprehensive (income) loss attributable to noncontrolling interest | (1,008) | (788) | 6,448 | 3,113 | |||||||||||||||
Comprehensive (loss) income attributable to The Gymboree Corporation | 74,086 | (9,767) | (580,456) | (201,993) | |||||||||||||||
Eliminations | |||||||||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||||||||
Net (loss) income | (28,775) | (41,105) | 465,065 | 99,221 | |||||||||||||||
Other comprehensive income (loss), net of tax: | |||||||||||||||||||
Foreign currency translation adjustments | (959) | 2,210 | 7,591 | 128 | |||||||||||||||
Unrealized net gain (loss) on cash flow hedges, net of tax | 297 | 289 | 164 | (449) | |||||||||||||||
Total other comprehensive income (loss), net of tax | (662) | 2,499 | 7,755 | (321) | |||||||||||||||
Comprehensive (loss) income | (29,437) | (38,606) | 472,820 | 98,900 | |||||||||||||||
Comprehensive (loss) income attributable to The Gymboree Corporation | (29,437) | (38,606) | 472,820 | 98,900 | |||||||||||||||
The Gymboree Corporation | |||||||||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||||||||
Net (loss) income | 70,688 | (10,176) | (574,105) | (203,027) | |||||||||||||||
Other comprehensive income (loss), net of tax: | |||||||||||||||||||
Foreign currency translation adjustments | 1,233 | (2,193) | (7,666) | (185) | |||||||||||||||
Unrealized net gain (loss) on cash flow hedges, net of tax | 2,165 | 2,602 | 1,315 | 1,219 | |||||||||||||||
Total other comprehensive income (loss), net of tax | 3,398 | 409 | (6,351) | 1,034 | |||||||||||||||
Comprehensive (loss) income | 74,086 | (9,767) | (580,456) | (201,993) | |||||||||||||||
Comprehensive (loss) income attributable to The Gymboree Corporation | 74,086 | (9,767) | (580,456) | (201,993) | |||||||||||||||
Guarantor Subsidiaries | |||||||||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||||||||
Net (loss) income | 28,631 | 40,393 | (446,265) | (100,998) | |||||||||||||||
Other comprehensive income (loss), net of tax: | |||||||||||||||||||
Comprehensive (loss) income | 28,631 | 40,393 | (446,265) | (100,998) | |||||||||||||||
Comprehensive (loss) income attributable to The Gymboree Corporation | 28,631 | 40,393 | (446,265) | (100,998) | |||||||||||||||
Non-Guarantor Subsidiaries | |||||||||||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||||||||||
Net (loss) income | 1,152 | 2,124 | (24,806) | (1,547) | |||||||||||||||
Other comprehensive income (loss), net of tax: | |||||||||||||||||||
Foreign currency translation adjustments | 959 | (2,834) | (8,033) | 83 | |||||||||||||||
Unrealized net gain (loss) on cash flow hedges, net of tax | (297) | (289) | (164) | 449 | |||||||||||||||
Total other comprehensive income (loss), net of tax | 662 | (3,123) | (8,197) | 532 | |||||||||||||||
Comprehensive (loss) income | 1,814 | (999) | (33,003) | (1,015) | |||||||||||||||
Comprehensive (income) loss attributable to noncontrolling interest | (1,008) | (788) | 6,448 | 3,113 | |||||||||||||||
Comprehensive (loss) income attributable to The Gymboree Corporation | $ 806 | $ (1,787) | $ (26,555) | $ 2,098 | |||||||||||||||
[1] | During the 13-week period ended July 30, 2016, we: • Sold Gymboree Play & Music for a gross purchase price of $127.5 million, before certain purchase price adjustments pursuant to the purchase agreement, and recorded a $70.0 million gain on sale. In addition, Gymboree Investment Holdings L.P. sold Gymboree Tianjin (master franchisee of Gymboree Play & Music in China) during the 13-week period ended July 30, 2016. The financial results of Gymboree Play & Music and Gymboree Tianjin are shown as discontinued operations in all of the periods presented in the table above (see Note 2). • Recorded a non-cash charge of $2.6 million and a non-cash income tax benefit of $1.0 million related to the impairment of the Crazy 8 trade name. • Repurchased Notes with an aggregate principal amount of $39.6 million for $20.6 million in cash through a Tender Offer that expired on May 23, 2016 and recorded a $18.0 million 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 (see Note 7). | ||||||||||||||||||
[2] | During the 13-week period 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 and 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 (see Note 7). | ||||||||||||||||||
[3] | During the fourth quarter of fiscal 2015, we repurchased Notes with an aggregate principal amount of $58.4 million for $15.3 million in cash through open market transactions and recorded a $41.5 million gain on extinguishment of debt, net of a $1.6 million charge related to the write-off of deferred financing costs associated with the extinguished debt (see Note 7). | ||||||||||||||||||
[4] | During the third quarter of fiscal 2014, we recorded non-cash charges related to goodwill impairment of $378.8 million and trade name impairment of $212.6 million (see Note 4). In addition, during the third quarter of fiscal 2014, we recorded an income tax benefit of $78.2 million related to trade name impairment. |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheets (Detail) - USD ($) $ in Thousands | Jul. 30, 2016 | Jan. 30, 2016 | Aug. 01, 2015 | Jan. 31, 2015 | Feb. 01, 2014 |
Current assets: | |||||
Cash and cash equivalents | $ 12,636 | $ 9,774 | $ 13,881 | $ 11,091 | $ 34,397 |
Restricted cash | 33,505 | ||||
Accounts receivable, net of allowance | 12,290 | 21,107 | 20,876 | 21,827 | |
Merchandise inventories | 232,959 | 202,832 | 239,367 | 195,795 | |
Prepaid income taxes | 2,046 | 2,196 | 2,596 | 2,599 | |
Prepaid expenses | 4,917 | 6,336 | 18,891 | 6,223 | |
Deferred income taxes | 8,147 | 5,702 | |||
Current assets of discontinued operations | 18,210 | 18,579 | 15,112 | ||
Total current assets | 298,353 | 260,455 | 322,337 | 258,349 | |
Property and equipment, net | 143,751 | 155,550 | 167,538 | 179,127 | |
Goodwill | 357,041 | 356,348 | 357,057 | 357,445 | 742,388 |
Other intangible assets, net | 300,073 | 303,608 | 304,692 | 306,019 | |
Restricted cash | 73,566 | 8,157 | |||
Other assets | 5,728 | 6,170 | 5,274 | 5,827 | |
Other assets of discontinued operations | 58,345 | 57,552 | 58,083 | ||
Total assets | 1,178,512 | 1,140,476 | 1,222,607 | 1,164,850 | |
Current liabilities: | |||||
Accounts payable | 134,498 | 107,866 | 123,317 | 86,234 | |
Accrued and other current liabilities | 111,909 | 90,281 | 85,228 | 86,379 | |
Line of credit borrowings | 42,000 | 19,000 | 70,000 | 33,000 | |
Current obligation under capital lease | 605 | 578 | 552 | ||
Current portion of ABL term loan | 5,527 | ||||
Current liabilities of discontinued operations | 13,300 | 10,529 | 9,224 | ||
Total current liabilities | 293,934 | 231,052 | 289,652 | 215,389 | |
Long-term liabilities: | |||||
Long-term debt | 970,902 | 1,040,506 | 1,094,107 | 1,090,955 | |
Long-term sale-leaseback financing liability | 25,508 | 25,578 | 25,509 | ||
Long-term obligation under capital lease | 2,245 | 2,555 | 2,850 | ||
Lease incentives and other liabilities | 50,642 | 54,430 | 58,457 | ||
Deferred income taxes | 110,799 | 124,243 | 131,460 | 128,760 | |
Other long-term liabilities of discontinued operations | 310 | 711 | 704 | ||
Total liabilities | 1,451,785 | 1,478,364 | 1,600,603 | 1,497,115 | |
Total stockholders' (deficit) equity | (273,273) | (348,602) | (389,689) | (342,191) | |
Noncontrolling interest | 10,714 | 11,693 | 9,926 | ||
Total liabilities and stockholders' (deficit) equity | 1,178,512 | 1,140,476 | $ 1,222,607 | 1,164,850 | |
Eliminations | |||||
Current assets: | |||||
Merchandise inventories | (417) | (328) | (333) | ||
Deferred income taxes | (9,555) | ||||
Intercompany receivable | (689,046) | (637,060) | (578,948) | ||
Current assets of discontinued operations | (38,524) | (34,419) | |||
Total current assets | (689,463) | (675,912) | (623,255) | ||
Other assets | (471) | (411) | (9,332) | ||
Investment in subsidiaries | (1,373,355) | (1,410,631) | (1,408,447) | ||
Total assets | (2,063,289) | (2,086,954) | (2,041,034) | ||
Current liabilities: | |||||
Accrued and other current liabilities | 74 | ||||
Deferred income taxes | (9,629) | ||||
Intercompany payable | (689,463) | (674,937) | (612,748) | ||
Current liabilities of discontinued operations | (975) | (952) | |||
Total current liabilities | (689,463) | (675,912) | (623,255) | ||
Long-term liabilities: | |||||
Deferred income taxes | (471) | (411) | (9,332) | ||
Total liabilities | (689,934) | (676,323) | (632,587) | ||
Total stockholders' (deficit) equity | (1,373,355) | (1,410,631) | (1,408,447) | ||
Total liabilities and stockholders' (deficit) equity | (2,063,289) | (2,086,954) | (2,041,034) | ||
The Gymboree Corporation | |||||
Current assets: | |||||
Cash and cash equivalents | 4,952 | 982 | 1,689 | 15,479 | |
Restricted cash | 33,505 | ||||
Accounts receivable, net of allowance | 1,486 | 1,073 | 938 | ||
Prepaid income taxes | 1,332 | 1,511 | 1,860 | ||
Prepaid expenses | 3,409 | 3,359 | 3,388 | ||
Intercompany receivable | 1,311 | 3,470 | |||
Total current assets | 45,995 | 6,925 | 11,345 | ||
Property and equipment, net | 15,783 | 13,518 | 12,306 | ||
Restricted cash | 73,566 | ||||
Other assets | 2,043 | 2,899 | 10,327 | ||
Investment in subsidiaries | 1,373,355 | 1,410,631 | 1,408,447 | ||
Total assets | 1,510,742 | 1,433,973 | 1,442,425 | ||
Current liabilities: | |||||
Accounts payable | 8,255 | 10,065 | 9,798 | ||
Accrued and other current liabilities | 50,370 | 27,941 | 26,943 | ||
Deferred income taxes | 9,504 | ||||
Line of credit borrowings | 42,000 | 19,000 | 33,000 | ||
Current portion of ABL term loan | 5,527 | ||||
Intercompany payable | 685,536 | 668,968 | 609,510 | ||
Total current liabilities | 791,688 | 725,974 | 688,755 | ||
Long-term liabilities: | |||||
Long-term debt | 970,902 | 1,040,506 | 1,090,955 | ||
Lease incentives and other liabilities | 5,227 | 4,455 | 4,906 | ||
Deferred income taxes | 16,198 | 11,640 | |||
Total liabilities | 1,784,015 | 1,782,575 | 1,784,616 | ||
Total stockholders' (deficit) equity | (273,273) | (348,602) | (342,191) | ||
Total liabilities and stockholders' (deficit) equity | 1,510,742 | 1,433,973 | 1,442,425 | ||
Guarantor Subsidiaries | |||||
Current assets: | |||||
Cash and cash equivalents | 4,607 | 2,998 | 3,195 | 4,375 | |
Accounts receivable, net of allowance | 10,009 | 19,042 | 15,889 | ||
Merchandise inventories | 229,118 | 195,860 | 190,874 | ||
Prepaid income taxes | 578 | 516 | 306 | ||
Prepaid expenses | 1,508 | 2,702 | 2,511 | ||
Deferred income taxes | 15,138 | ||||
Intercompany receivable | 687,735 | 635,684 | 574,758 | ||
Current assets of discontinued operations | 42,255 | 38,731 | |||
Total current assets | 933,555 | 899,057 | 841,402 | ||
Property and equipment, net | 122,147 | 135,498 | 159,117 | ||
Goodwill | 346,818 | 346,818 | 345,632 | ||
Other intangible assets, net | 300,043 | 303,571 | 305,779 | ||
Other assets | 1,474 | 683 | 1,412 | ||
Other assets of discontinued operations | 54,825 | 54,761 | |||
Total assets | 1,704,037 | 1,740,452 | 1,708,103 | ||
Current liabilities: | |||||
Accounts payable | 126,103 | 97,144 | 76,092 | ||
Accrued and other current liabilities | 60,121 | 59,276 | 56,058 | ||
Current obligation under capital lease | 605 | 552 | |||
Intercompany payable | 720 | ||||
Current liabilities of discontinued operations | 2,108 | 2,164 | |||
Total current liabilities | 186,224 | 159,133 | 135,586 | ||
Long-term liabilities: | |||||
Long-term sale-leaseback financing liability | 25,508 | 25,578 | |||
Long-term obligation under capital lease | 2,245 | 2,850 | |||
Lease incentives and other liabilities | 40,951 | 46,105 | 49,294 | ||
Deferred income taxes | 95,072 | 113,014 | 138,075 | ||
Other long-term liabilities of discontinued operations | 13 | 448 | |||
Total liabilities | 347,755 | 346,088 | 326,253 | ||
Total stockholders' (deficit) equity | 1,356,282 | 1,394,364 | 1,381,850 | ||
Total liabilities and stockholders' (deficit) equity | 1,704,037 | 1,740,452 | 1,708,103 | ||
Non-Guarantor Subsidiaries | |||||
Current assets: | |||||
Cash and cash equivalents | 3,077 | 5,794 | 6,207 | $ 14,543 | |
Accounts receivable, net of allowance | 795 | 992 | 5,000 | ||
Merchandise inventories | 4,258 | 7,300 | 5,254 | ||
Prepaid income taxes | 136 | 169 | 433 | ||
Prepaid expenses | 275 | 324 | |||
Deferred income taxes | 119 | ||||
Intercompany receivable | 1,376 | 720 | |||
Current assets of discontinued operations | 14,479 | 10,800 | |||
Total current assets | 8,266 | 30,385 | 28,857 | ||
Property and equipment, net | 5,821 | 6,534 | 7,704 | ||
Goodwill | 10,223 | 9,530 | 11,813 | ||
Other intangible assets, net | 30 | 37 | 240 | ||
Other assets | 2,682 | 2,999 | 3,420 | ||
Other assets of discontinued operations | 3,520 | 3,322 | |||
Total assets | 27,022 | 53,005 | 55,356 | ||
Current liabilities: | |||||
Accounts payable | 140 | 657 | 344 | ||
Accrued and other current liabilities | 1,418 | 3,064 | 3,304 | ||
Deferred income taxes | 125 | ||||
Intercompany payable | 3,927 | 5,969 | 2,518 | ||
Current liabilities of discontinued operations | 12,167 | 8,012 | |||
Total current liabilities | 5,485 | 21,857 | 14,303 | ||
Long-term liabilities: | |||||
Lease incentives and other liabilities | 4,464 | 3,870 | 4,257 | ||
Deferred income taxes | 17 | ||||
Other long-term liabilities of discontinued operations | 297 | 256 | |||
Total liabilities | 9,949 | 26,024 | 18,833 | ||
Total stockholders' (deficit) equity | 17,073 | 16,267 | 26,597 | ||
Noncontrolling interest | 10,714 | 9,926 | |||
Total liabilities and stockholders' (deficit) equity | $ 27,022 | $ 53,005 | $ 55,356 |
Condensed Consolidating Stat110
Condensed Consolidating Statements of Cash Flows (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jul. 30, 2016 | Apr. 30, 2016 | Jan. 30, 2016 | Jul. 30, 2016 | Aug. 01, 2015 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net cash (used in) provided by operating activities | $ (25,713) | $ (41,966) | $ 29,140 | $ (21,758) | $ 74,871 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Capital expenditures | (11,792) | (21,413) | (31,992) | (52,632) | ||||
Proceeds from sale of Gymboree Play & Music | 127,124 | |||||||
Increase in restricted cash | (109,895) | (10,863) | ||||||
Decrease in restricted cash | 2,824 | 10,863 | ||||||
Decrease (increase) in related party loan receivable | 1,741 | (1,741) | ||||||
Proceeds from sale of assets | 353 | |||||||
Other | 3 | 201 | 50 | (494) | ||||
Net cash provided by (used in) investing activities | 10,005 | (15,270) | (22,600) | (31,942) | (53,126) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from ABL facility | 279,000 | 470,000 | 447,000 | 123,000 | ||||
Payments on ABL facility | (256,000) | (484,000) | (414,000) | (123,000) | ||||
Proceeds from ABL term loan | 50,000 | |||||||
Repurchase of notes | $ (20,600) | $ (26,200) | $ (15,300) | (46,796) | (15,325) | (24,760) | ||
Proceeds from sale-leaseback financing liability | 26,750 | |||||||
Payments on capital lease and sale-leaseback financing liability | (98) | (686) | (503) | (196) | ||||
Payments for deferred financing costs | (3,804) | (2,574) | ||||||
Dividend payment to parent | (11) | (153) | (7,564) | |||||
Dividend payment by VIE to its parent | (5,080) | |||||||
Deconsolidation of VIE | (7,768) | |||||||
Capital contribution received by noncontrolling interest | 992 | 15,886 | ||||||
Net cash provided by (used in) financing activities | 9,454 | 62,305 | (5,846) | 33,336 | (16,634) | |||
Effect of exchange rate fluctuations on cash and cash equivalents | 726 | (92) | (1,050) | (545) | 990 | |||
Net (decrease) increase in cash and cash equivalents | (5,528) | 4,977 | (356) | (20,909) | 6,101 | |||
CASH AND CASH EQUIVALENTS: | ||||||||
Cash and cash equivalents, beginning of period | 18,164 | 18,164 | 18,520 | 18,520 | 39,429 | 33,328 | ||
Cash and cash equivalents end of period | 12,636 | 18,164 | 12,636 | 23,497 | 18,164 | 18,520 | 39,429 | |
Cash and cash equivalents of continuing operations, end of period | 12,636 | 9,774 | 12,636 | 13,881 | 9,774 | 11,091 | 34,397 | |
Less - cash and cash equivalents of discontinued operations, end of period | 8,390 | 8,390 | 7,429 | 5,032 | ||||
Cash and cash equivalents of continuing operations, end of period | 12,636 | 9,774 | 12,636 | 13,881 | 9,774 | 11,091 | 34,397 | |
Eliminations | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net cash (used in) provided by operating activities | (17,213) | (3,200) | (3,000) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Proceeds from sale of shares | (3,207) | |||||||
Dividend from subsidiary | 16,124 | 33,221 | 1,821 | (2,500) | ||||
Capital distribution from subsidiaries | (16,124) | (33,221) | (1,821) | |||||
Intercompany transfers | (11,628) | 95,346 | 88,902 | 84,681 | ||||
Net cash provided by (used in) investing activities | (27,752) | 62,125 | 83,874 | 82,181 | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Intercompany transfers | 11,628 | (95,346) | (88,902) | (84,681) | ||||
Dividend to The Gymboree Corporation | 17,213 | 3,200 | 3,000 | 2,500 | ||||
Capital distribution to The Gymboree Corporation | 16,124 | 33,221 | 1,821 | (2,500) | ||||
Repurchase of shares | 3,207 | |||||||
Net cash provided by (used in) financing activities | 44,965 | (58,925) | (80,874) | (82,181) | ||||
The Gymboree Corporation | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net cash (used in) provided by operating activities | (40,574) | (92,312) | (128,004) | (59,970) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Capital expenditures | (4,268) | (5,861) | (4,153) | (3,187) | ||||
Proceeds from sale of shares | 3,207 | |||||||
Dividend from subsidiary | 2,500 | |||||||
Proceeds from sale of Gymboree Play & Music | 127,124 | |||||||
Increase in restricted cash | (109,895) | (10,863) | ||||||
Decrease in restricted cash | 2,824 | 10,863 | ||||||
Capital distribution from subsidiaries | 16,124 | 33,221 | 1,821 | |||||
Intercompany transfers | (1,311) | 3,470 | (3,470) | |||||
Net cash provided by (used in) investing activities | 30,598 | 30,830 | (2,595) | (687) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Intercompany transfers | (8,454) | 91,790 | 83,962 | 90,029 | ||||
Proceeds from ABL facility | 279,000 | 470,000 | 447,000 | 123,000 | ||||
Payments on ABL facility | (256,000) | (484,000) | (414,000) | (123,000) | ||||
Proceeds from ABL term loan | 50,000 | |||||||
Repurchase of notes | (46,796) | (15,325) | (24,760) | |||||
Payments for deferred financing costs | (3,804) | (1,679) | ||||||
Capital distribution to The Gymboree Corporation | 2,500 | |||||||
Dividend payment to parent | (11) | (153) | (7,564) | |||||
Net cash provided by (used in) financing activities | 13,946 | 60,775 | 116,809 | 57,705 | ||||
Net (decrease) increase in cash and cash equivalents | 3,970 | (707) | (13,790) | (2,952) | ||||
CASH AND CASH EQUIVALENTS: | ||||||||
Cash and cash equivalents, beginning of period | 982 | 982 | 1,689 | 1,689 | 15,479 | 18,431 | ||
Cash and cash equivalents end of period | 982 | 982 | 1,689 | 15,479 | ||||
Cash and cash equivalents of continuing operations, end of period | 4,952 | 982 | 4,952 | 982 | 1,689 | 15,479 | ||
Cash and cash equivalents of continuing operations, end of period | 4,952 | 982 | 4,952 | 982 | 1,689 | 15,479 | ||
Guarantor Subsidiaries | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net cash (used in) provided by operating activities | 30,307 | 115,473 | 108,700 | 134,236 | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Capital expenditures | (6,832) | (12,903) | (22,682) | (45,263) | ||||
Dividend from subsidiary | (16,124) | (25,863) | ||||||
Capital distribution from subsidiaries | 25,900 | |||||||
Intercompany transfers | 11,563 | (98,159) | (84,712) | (84,681) | ||||
Other | 3 | 2 | 20 | (65) | ||||
Net cash provided by (used in) investing activities | 4,734 | (111,060) | (107,374) | (130,009) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Intercompany transfers | (720) | 720 | ||||||
Proceeds from sale-leaseback financing liability | 26,750 | |||||||
Payments on capital lease and sale-leaseback financing liability | (98) | (686) | (503) | (196) | ||||
Payments for deferred financing costs | (895) | |||||||
Dividend to The Gymboree Corporation | (17,213) | (3,200) | (3,000) | (2,500) | ||||
Capital distribution to The Gymboree Corporation | (16,124) | (25,863) | ||||||
Net cash provided by (used in) financing activities | (33,435) | (4,614) | (2,783) | (2,696) | ||||
Net (decrease) increase in cash and cash equivalents | 1,606 | (201) | (1,457) | 1,531 | ||||
CASH AND CASH EQUIVALENTS: | ||||||||
Cash and cash equivalents, beginning of period | 3,001 | 3,001 | 3,202 | 3,202 | 4,659 | 3,128 | ||
Cash and cash equivalents end of period | 3,001 | 3,001 | 3,202 | 4,659 | ||||
Cash and cash equivalents of continuing operations, end of period | 4,607 | 2,998 | 4,607 | 2,998 | 3,195 | 4,375 | ||
Less - cash and cash equivalents of discontinued operations, end of period | 3 | 3 | 7 | 284 | ||||
Cash and cash equivalents of continuing operations, end of period | 4,607 | 2,998 | 4,607 | 2,998 | 3,195 | 4,375 | ||
Non-Guarantor Subsidiaries | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net cash (used in) provided by operating activities | 1,767 | 9,179 | 546 | 605 | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Capital expenditures | (692) | (2,649) | (5,157) | (4,182) | ||||
Dividend from subsidiary | (7,358) | (1,821) | ||||||
Decrease (increase) in related party loan receivable | 1,741 | (1,741) | ||||||
Proceeds from sale of assets | 353 | |||||||
Intercompany transfers | 1,376 | (657) | (720) | |||||
Other | 199 | 30 | (429) | |||||
Net cash provided by (used in) investing activities | 2,425 | (4,495) | (5,847) | (4,611) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Intercompany transfers | (3,174) | 4,276 | 4,220 | (5,348) | ||||
Capital distribution to The Gymboree Corporation | (7,358) | (1,821) | ||||||
Dividend payment by VIE to its parent | (5,080) | |||||||
Repurchase of shares | (3,207) | |||||||
Deconsolidation of VIE | (7,768) | |||||||
Capital contribution received by noncontrolling interest | 992 | 15,886 | ||||||
Net cash provided by (used in) financing activities | (16,022) | (3,082) | 184 | 10,538 | ||||
Effect of exchange rate fluctuations on cash and cash equivalents | 726 | (1,050) | (545) | 990 | ||||
Net (decrease) increase in cash and cash equivalents | (11,104) | 552 | (5,662) | 7,522 | ||||
CASH AND CASH EQUIVALENTS: | ||||||||
Cash and cash equivalents, beginning of period | $ 14,181 | 14,181 | $ 13,629 | 13,629 | 19,291 | 11,769 | ||
Cash and cash equivalents end of period | 14,181 | 14,181 | 13,629 | 19,291 | ||||
Cash and cash equivalents of continuing operations, end of period | 3,077 | 5,794 | 3,077 | 5,794 | 6,207 | 14,543 | ||
Less - cash and cash equivalents of discontinued operations, end of period | 8,387 | 8,387 | 7,422 | 4,748 | ||||
Cash and cash equivalents of continuing operations, end of period | $ 3,077 | $ 5,794 | $ 3,077 | $ 5,794 | $ 6,207 | $ 14,543 |
Comparative Financial Inform111
Comparative Financial Information - Condensed Consolidated Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Jul. 30, 2016 | Apr. 30, 2016 | Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | [4] | Aug. 02, 2014 | May 03, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | ||||
Net sales: | |||||||||||||||||||
Net sales | $ 250,274 | [1] | $ 272,913 | [2] | $ 381,400 | [3] | $ 295,520 | $ 261,798 | $ 267,421 | $ 366,595 | $ 309,075 | $ 256,984 | $ 265,178 | $ 523,187 | $ 529,219 | $ 1,206,139 | $ 1,197,832 | $ 1,218,884 | |
Cost of goods sold, including buying and occupancy expenses | (327,406) | (339,569) | (752,758) | (753,861) | (762,877) | ||||||||||||||
Gross profit | 85,988 | [1] | 109,793 | [2] | 148,824 | [3] | 114,907 | 91,458 | 98,192 | 130,977 | 119,765 | 90,502 | 102,727 | 195,781 | 189,650 | 453,381 | 443,971 | 456,007 | |
Selling, general and administrative expenses | (209,925) | (200,215) | (427,638) | (435,093) | (431,116) | ||||||||||||||
Goodwill and intangible asset impairment | (2,600) | [1] | (591,396) | (2,600) | (591,396) | (157,189) | |||||||||||||
Operating (loss) income | (16,744) | (10,565) | 25,743 | (582,518) | (132,298) | ||||||||||||||
Interest income | 19 | 20 | 41 | 228 | 100 | ||||||||||||||
Interest expense | (39,581) | (42,707) | (85,990) | (82,378) | (81,558) | ||||||||||||||
Gain on extinguishment of debt | 18,000 | 48,800 | 41,500 | 66,853 | 41,522 | (834) | |||||||||||||
Other (expense) income, net | (2,500) | 36 | (590) | (535) | (684) | ||||||||||||||
Income (loss) from continuing operations before taxes | 8,047 | (53,216) | (19,274) | (665,203) | (215,274) | ||||||||||||||
Income tax benefit (expense) | 610 | (1,484) | (2,503) | 76,334 | 1,880 | ||||||||||||||
Income (loss) from continuing operations, net of tax | (20,022) | [1] | 28,679 | [2] | 45,933 | [3] | (13,010) | (29,353) | (25,347) | (11,251) | (525,160) | (33,998) | (18,460) | 8,657 | (54,700) | (21,777) | (588,869) | (213,394) | |
Income from discontinued operations, including gain on sale of Gymboree Play & Music, net of tax | 60,776 | [1] | 2,263 | [2] | 2,829 | [3] | 3,358 | 3,959 | 2,867 | 1,390 | 2,766 | 1,145 | 3,457 | 63,039 | 6,826 | 13,013 | 8,758 | 7,043 | |
Net income (loss) | 40,754 | [1] | 30,942 | [2] | 48,762 | [3] | (9,652) | (25,394) | (22,480) | (9,861) | (522,394) | (32,853) | (15,003) | 71,696 | (47,874) | (8,764) | (580,111) | (206,351) | |
Net (income) loss attributable to noncontrolling interest | (1,008) | (1,713) | (1,412) | 6,006 | 3,324 | ||||||||||||||
Net income (loss) attributable to The Gymboree Corporation | 37,842 | [1] | 32,846 | [2] | 49,439 | [3] | (10,028) | (26,562) | (23,025) | (7,446) | (522,075) | (31,153) | (13,431) | 70,688 | (49,587) | (10,176) | (574,105) | (203,027) | |
Retail Stores | |||||||||||||||||||
Net sales: | |||||||||||||||||||
Net sales | 246,524 | [1] | 269,069 | [2] | 376,230 | [3] | 289,653 | 256,991 | 261,732 | 361,711 | 304,265 | 253,376 | 259,124 | 515,593 | 518,723 | 1,184,606 | 1,178,476 | 1,197,176 | |
International Retail Franchise | |||||||||||||||||||
Net sales: | |||||||||||||||||||
Net sales | $ 3,750 | [1] | $ 3,844 | [2] | $ 5,170 | [3] | $ 5,867 | $ 4,807 | $ 5,689 | $ 4,884 | $ 4,810 | $ 3,608 | $ 6,054 | $ 7,594 | $ 10,496 | $ 21,533 | $ 19,356 | $ 21,708 | |
[1] | During the 13-week period ended July 30, 2016, we: • Sold Gymboree Play & Music for a gross purchase price of $127.5 million, before certain purchase price adjustments pursuant to the purchase agreement, and recorded a $70.0 million gain on sale. In addition, Gymboree Investment Holdings L.P. sold Gymboree Tianjin (master franchisee of Gymboree Play & Music in China) during the 13-week period ended July 30, 2016. The financial results of Gymboree Play & Music and Gymboree Tianjin are shown as discontinued operations in all of the periods presented in the table above (see Note 2). • Recorded a non-cash charge of $2.6 million and a non-cash income tax benefit of $1.0 million related to the impairment of the Crazy 8 trade name. • Repurchased Notes with an aggregate principal amount of $39.6 million for $20.6 million in cash through a Tender Offer that expired on May 23, 2016 and recorded a $18.0 million 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 (see Note 7). | ||||||||||||||||||
[2] | During the 13-week period 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 and 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 (see Note 7). | ||||||||||||||||||
[3] | During the fourth quarter of fiscal 2015, we repurchased Notes with an aggregate principal amount of $58.4 million for $15.3 million in cash through open market transactions and recorded a $41.5 million gain on extinguishment of debt, net of a $1.6 million charge related to the write-off of deferred financing costs associated with the extinguished debt (see Note 7). | ||||||||||||||||||
[4] | During the third quarter of fiscal 2014, we recorded non-cash charges related to goodwill impairment of $378.8 million and trade name impairment of $212.6 million (see Note 4). In addition, during the third quarter of fiscal 2014, we recorded an income tax benefit of $78.2 million related to trade name impairment. |
Comparative Financial Inform112
Comparative Financial Information - Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Jul. 30, 2016 | Jan. 30, 2016 | Aug. 01, 2015 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Current assets: | ||||||
Cash and cash equivalents | $ 12,636 | $ 9,774 | $ 13,881 | $ 11,091 | $ 34,397 | |
Restricted cash | 33,505 | |||||
Accounts receivable, net | 12,290 | 21,107 | 20,876 | 21,827 | ||
Merchandise inventories | 232,959 | 202,832 | 239,367 | 195,795 | ||
Prepaid income taxes | 2,046 | 2,196 | 2,596 | 2,599 | ||
Prepaid expenses | 4,917 | 6,336 | 18,891 | 6,223 | ||
Deferred income taxes | 8,147 | 5,702 | ||||
Current assets of discontinued operations | 18,210 | 18,579 | 15,112 | |||
Total current assets | 298,353 | 260,455 | 322,337 | 258,349 | ||
Property and equipment, net | 143,751 | 155,550 | 167,538 | 179,127 | ||
Goodwill | 357,041 | 356,348 | 357,057 | 357,445 | 742,388 | |
Other intangible assets, net | 300,073 | 303,608 | 304,692 | 306,019 | ||
Restricted cash | 73,566 | 8,157 | ||||
Other assets | 5,728 | 6,170 | 5,274 | 5,827 | ||
Other assets of discontinued operations | 58,345 | 57,552 | 58,083 | |||
Total assets | 1,178,512 | 1,140,476 | 1,222,607 | 1,164,850 | ||
Current liabilities: | ||||||
Accounts payable | 134,498 | 107,866 | 123,317 | 86,234 | ||
Accrued and other current liabilities | 111,909 | 90,281 | 85,228 | 86,379 | ||
Line of credit borrowings | 42,000 | 19,000 | 70,000 | 33,000 | ||
Current portion of long-term debt | 5,527 | |||||
Current obligation under capital lease | 605 | 578 | 552 | |||
Current liabilities of discontinued operations | 13,300 | 10,529 | 9,224 | |||
Total current liabilities | 293,934 | 231,052 | 289,652 | 215,389 | ||
Long-term liabilities: | ||||||
Long-term debt, net | 970,902 | 1,040,506 | 1,094,107 | 1,090,955 | ||
Long-term sale-leaseback financing liability, net | 25,508 | 25,578 | 25,509 | |||
Long-term obligation under capital lease | 2,245 | 2,555 | 2,850 | |||
Lease incentives and other liabilities | 44,167 | 49,355 | 51,486 | 53,409 | ||
Unrecognized tax benefits | 6,475 | 5,075 | 5,123 | 5,048 | ||
Deferred income taxes | 110,799 | 124,243 | 131,460 | 128,760 | ||
Long-term liabilities of discontinued operations | 310 | 711 | 704 | |||
Total liabilities | 1,451,785 | 1,478,364 | 1,600,603 | 1,497,115 | ||
Stockholders' deficit: | ||||||
Total stockholders' deficit | (273,273) | (348,602) | (389,689) | (342,191) | ||
Noncontrolling interest | 10,714 | 11,693 | 9,926 | |||
Total deficit | (273,273) | (337,888) | (377,996) | (332,265) | $ 249,142 | $ 441,637 |
Total liabilities and stockholders' (deficit) equity | $ 1,178,512 | $ 1,140,476 | $ 1,222,607 | $ 1,164,850 |
Comparative Financial Inform113
Comparative Financial Information - Condensed Consolidated Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jul. 30, 2016 | Aug. 01, 2015 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Net cash used in operating activities | $ (25,713) | $ (41,966) | $ 29,140 | $ (21,758) | $ 74,871 |
Net cash provided by (used in) investing activities | 10,005 | (15,270) | (22,600) | (31,942) | (53,126) |
Net cash provided by financing activities | 9,454 | 62,305 | (5,846) | 33,336 | (16,634) |
Effect of exchange rate fluctuations on cash and cash equivalents | 726 | (92) | (1,050) | (545) | 990 |
Net (decrease) increase in cash and cash equivalents | (5,528) | 4,977 | (356) | (20,909) | 6,101 |
Cash and cash equivalents, beginning of period | 18,164 | 18,520 | 18,520 | 39,429 | 33,328 |
Cash and cash equivalents end of period | $ 12,636 | $ 23,497 | $ 18,164 | $ 18,520 | $ 39,429 |
Quarterly Financial Informat114
Quarterly Financial Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Jul. 30, 2016 | [1] | Apr. 30, 2016 | [2] | Jan. 30, 2016 | [3] | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | [4] | Aug. 02, 2014 | May 03, 2014 | Jul. 30, 2016 | Aug. 01, 2015 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 | |
Net sales: | |||||||||||||||||||
Net sales | $ 250,274 | $ 272,913 | $ 381,400 | $ 295,520 | $ 261,798 | $ 267,421 | $ 366,595 | $ 309,075 | $ 256,984 | $ 265,178 | $ 523,187 | $ 529,219 | $ 1,206,139 | $ 1,197,832 | $ 1,218,884 | ||||
Gross profit | 85,988 | 109,793 | 148,824 | 114,907 | 91,458 | 98,192 | 130,977 | 119,765 | 90,502 | 102,727 | 195,781 | 189,650 | 453,381 | 443,971 | 456,007 | ||||
Goodwill and intangible asset impairment | (2,600) | (591,396) | (2,600) | (591,396) | (157,189) | ||||||||||||||
Income (loss) from continuing operations, net of tax | (20,022) | 28,679 | 45,933 | (13,010) | (29,353) | (25,347) | (11,251) | (525,160) | (33,998) | (18,460) | 8,657 | (54,700) | (21,777) | (588,869) | (213,394) | ||||
Income from discontinued operations, including gain on sale of Gymboree Play & Music, net of tax | 60,776 | 2,263 | 2,829 | 3,358 | 3,959 | 2,867 | 1,390 | 2,766 | 1,145 | 3,457 | 63,039 | 6,826 | 13,013 | 8,758 | 7,043 | ||||
Net (loss) income | 40,754 | 30,942 | 48,762 | (9,652) | (25,394) | (22,480) | (9,861) | (522,394) | (32,853) | (15,003) | 71,696 | (47,874) | (8,764) | (580,111) | (206,351) | ||||
Net (loss) income attributable to The Gymboree Corporation | 37,842 | 32,846 | 49,439 | (10,028) | (26,562) | (23,025) | (7,446) | (522,075) | (31,153) | (13,431) | 70,688 | (49,587) | (10,176) | (574,105) | (203,027) | ||||
Retail Stores | |||||||||||||||||||
Net sales: | |||||||||||||||||||
Net sales | 246,524 | 269,069 | 376,230 | 289,653 | 256,991 | 261,732 | 361,711 | 304,265 | 253,376 | 259,124 | 515,593 | 518,723 | 1,184,606 | 1,178,476 | 1,197,176 | ||||
International Retail Franchise | |||||||||||||||||||
Net sales: | |||||||||||||||||||
Net sales | $ 3,750 | $ 3,844 | $ 5,170 | $ 5,867 | $ 4,807 | $ 5,689 | $ 4,884 | $ 4,810 | $ 3,608 | $ 6,054 | $ 7,594 | $ 10,496 | $ 21,533 | $ 19,356 | $ 21,708 | ||||
[1] | During the 13-week period ended July 30, 2016, we: • Sold Gymboree Play & Music for a gross purchase price of $127.5 million, before certain purchase price adjustments pursuant to the purchase agreement, and recorded a $70.0 million gain on sale. In addition, Gymboree Investment Holdings L.P. sold Gymboree Tianjin (master franchisee of Gymboree Play & Music in China) during the 13-week period ended July 30, 2016. The financial results of Gymboree Play & Music and Gymboree Tianjin are shown as discontinued operations in all of the periods presented in the table above (see Note 2). • Recorded a non-cash charge of $2.6 million and a non-cash income tax benefit of $1.0 million related to the impairment of the Crazy 8 trade name. • Repurchased Notes with an aggregate principal amount of $39.6 million for $20.6 million in cash through a Tender Offer that expired on May 23, 2016 and recorded a $18.0 million 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 (see Note 7). | ||||||||||||||||||
[2] | During the 13-week period 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 and 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 (see Note 7). | ||||||||||||||||||
[3] | During the fourth quarter of fiscal 2015, we repurchased Notes with an aggregate principal amount of $58.4 million for $15.3 million in cash through open market transactions and recorded a $41.5 million gain on extinguishment of debt, net of a $1.6 million charge related to the write-off of deferred financing costs associated with the extinguished debt (see Note 7). | ||||||||||||||||||
[4] | During the third quarter of fiscal 2014, we recorded non-cash charges related to goodwill impairment of $378.8 million and trade name impairment of $212.6 million (see Note 4). In addition, during the third quarter of fiscal 2014, we recorded an income tax benefit of $78.2 million related to trade name impairment. |
Quarterly Financial Informat115
Quarterly Financial Information (Parenthetical) (Detail) - USD ($) | Jul. 15, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | Jan. 30, 2016 | Nov. 01, 2014 | Feb. 01, 2014 | Jul. 30, 2016 | Jan. 30, 2016 | Jan. 31, 2015 | Feb. 01, 2014 |
Schedule Of Quarterly Financial Information [Line Items] | ||||||||||
Gain on sale of Gymboree Play & Music | $ 70,008,000 | |||||||||
Deferred income tax expense (benefit) | $ (1,000,000) | $ (78,200,000) | ||||||||
Aggregate principal amount of Notes repurchased | 39,600,000 | $ 77,000,000 | $ 58,400,000 | 39,600,000 | $ 58,400,000 | |||||
Repurchase of notes | 20,600,000 | 26,200,000 | 15,300,000 | 46,796,000 | 15,325,000 | $ 24,760,000 | ||||
Gain on extinguishment of debt | 18,000,000 | 48,800,000 | 41,500,000 | 66,853,000 | 41,522,000 | (834,000) | ||||
Write-off of deferred financing cost | 1,000,000 | $ 2,000,000 | $ 1,600,000 | |||||||
Impairment for goodwill | 378,800,000 | $ 378,796,000 | 140,189,000 | |||||||
Trade names | ||||||||||
Schedule Of Quarterly Financial Information [Line Items] | ||||||||||
Trade names impairment | 2,600,000 | $ 212,600,000 | $ 17,000,000 | $ 0 | $ 212,600,000 | $ 17,000,000 | ||||
Discontinued Operations, Disposed of by Sale | Gymboree Play & Music | ||||||||||
Schedule Of Quarterly Financial Information [Line Items] | ||||||||||
Purchase price on Share Purchase Agreement | $ 127,500,000 | 127,500,000 | ||||||||
Gain on sale of Gymboree Play & Music | $ 70,000,000 | $ 70,000,000 |