Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Oct. 29, 2016 | Dec. 09, 2016 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Oct. 29, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | ck0000786110 | |
Entity Registrant Name | GYMBOREE CORP | |
Entity Central Index Key | 786,110 | |
Current Fiscal Year End Date | --07-30 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 1,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 29, 2016 | Oct. 31, 2015 | |
Net sales: | ||
Net sales | $ 279,827 | $ 295,520 |
Cost of goods sold, including buying and occupancy expenses | (172,822) | (180,613) |
Gross profit | 107,005 | 114,907 |
Selling, general and administrative expenses | (105,154) | (105,027) |
Operating income | 1,851 | 9,880 |
Interest expense | (19,932) | (21,906) |
Other income (expense), net | 135 | (149) |
Income (loss) from continuing operations before taxes | (17,946) | (12,175) |
Income tax benefit (expense) | 7,054 | (835) |
(Loss) income from continuing operations, net of tax | (10,892) | (13,010) |
Income from discontinued operations, net of tax | 3,358 | |
Net (loss) income | (10,892) | (9,652) |
Net (loss) income attributable to noncontrolling interest | (376) | |
Net loss attributable to The Gymboree Corporation | (10,892) | (10,028) |
Retail Stores | ||
Net sales: | ||
Net sales | 276,310 | 289,653 |
International Retail Franchise | ||
Net sales: | ||
Net sales | $ 3,517 | $ 5,867 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 29, 2016 | Oct. 31, 2015 | |
Net loss | $ (10,892) | $ (9,652) |
Other comprehensive loss (income): | ||
Foreign currency translation adjustments, net of tax | (374) | (242) |
Unrealized net gain on cash flow hedges, net of tax | 1,094 | 610 |
Total other comprehensive income, net of tax | 720 | 368 |
Comprehensive loss | (10,172) | (9,284) |
Comprehensive income attributable to noncontrolling interest | (179) | |
Comprehensive loss attributable to The Gymboree Corporation | $ (10,172) | $ (9,463) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Oct. 29, 2016 | Jul. 30, 2016 | Oct. 31, 2015 |
Current assets: | |||
Cash and cash equivalents | $ 9,720 | $ 12,636 | $ 17,260 |
Restricted cash | 27,524 | 33,505 | |
Accounts receivable, net of allowance of $0, $270 and $100 | 15,138 | 12,290 | 16,782 |
Merchandise inventories | 263,127 | 232,959 | 261,550 |
Prepaid income taxes | 2,062 | 2,046 | 2,577 |
Prepaid expenses | 5,784 | 4,917 | 6,546 |
Deferred income taxes | 5,941 | ||
Current assets of discontinued operations | 18,549 | ||
Total current assets | 323,355 | 298,353 | 329,205 |
Property and equipment, net | 139,316 | 143,751 | 163,694 |
Goodwill | 356,781 | 357,041 | 357,019 |
Other intangible assets, net | 299,603 | 300,073 | 304,146 |
Restricted cash | 68,804 | 73,566 | 4,535 |
Other assets | 5,263 | 5,728 | 6,611 |
Other assets of discontinued operations | 57,409 | ||
Total assets | 1,193,122 | 1,178,512 | 1,222,619 |
Current liabilities: | |||
Accounts payable | 130,575 | 134,498 | 131,020 |
Accrued and other current liabilities | 102,346 | 111,909 | 105,106 |
Line of credit borrowings | 80,000 | 42,000 | 50,000 |
Current portion of long-term debt | 7,577 | 5,527 | |
Current obligation under capital lease | 591 | ||
Current liabilities of discontinued operations | 11,683 | ||
Total current liabilities | 320,498 | 293,934 | 298,400 |
Long-term liabilities: | |||
Long-term debt, net | 970,154 | 970,902 | 1,095,760 |
Long-term sale-leaseback financing liability, net | 25,467 | 25,508 | 25,610 |
Long-term obligation under capital lease | 2,402 | ||
Lease incentives and other liabilities | 42,869 | 44,167 | 50,664 |
Unrecognized tax benefits | 6,408 | 6,475 | 6,114 |
Deferred income taxes | 110,795 | 110,799 | 129,383 |
Long-term liabilities of discontinued operations | 753 | ||
Total liabilities | 1,476,191 | 1,451,785 | 1,609,086 |
Commitments and contingencies | |||
Stockholders' deficit: | |||
Common stock, including additional paid-in capital ($0.001 par value: 1,000 shares authorized, issued and outstanding) | 527,378 | 527,002 | 525,057 |
Accumulated deficit | (803,743) | (792,851) | (912,978) |
Accumulated other comprehensive loss | (6,704) | (7,424) | (10,418) |
Total stockholders' deficit | (283,069) | (273,273) | (398,339) |
Noncontrolling interest | 11,872 | ||
Total deficit | (283,069) | (273,273) | (386,467) |
Total liabilities and stockholders' (deficit) equity | $ 1,193,122 | $ 1,178,512 | $ 1,222,619 |
CONDENSED CONSOLIDATED BALANCE5
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Oct. 29, 2016 | Jul. 30, 2016 | Oct. 31, 2015 |
Accounts receivable, allowance | $ 0 | $ 270 | $ 100 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000 | 1,000 | 1,000 |
Common stock, shares issued | 1,000 | 1,000 | 1,000 |
Common stock, shares outstanding | 1,000 | 1,000 | 1,000 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 29, 2016 | Oct. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (10,892) | $ (9,652) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 9,394 | 9,972 |
Amortization of deferred financing costs and accretion of original issue discount | 2,309 | 2,190 |
Interest rate cap contracts - adjustment to market | 753 | 1,044 |
Loss on disposal/impairment of assets | 643 | 531 |
Deferred income taxes | (137) | (34) |
Share-based compensation expense | 376 | 813 |
Other | (358) | |
Change in assets and liabilities: | ||
Accounts receivable | (2,869) | 3,839 |
Merchandise inventories | (29,950) | (22,632) |
Prepaid income taxes | (16) | 32 |
Prepaid expenses and other assets | (643) | 12,454 |
Accounts payable | (3,919) | 8,515 |
Accrued and other current liabilities | (9,661) | 18,321 |
Lease incentives and other liabilities | (914) | 593 |
Net cash (used in) provided by operating activities | (45,526) | 25,628 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (5,495) | (5,070) |
Decrease in restricted cash | 10,743 | 3,622 |
Increase in related party loan receivable | (1,741) | |
Other | (7) | |
Net cash provided by (used in) investing activities | 5,248 | (3,196) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from ABL facility | 169,000 | 107,000 |
Payments on ABL facility | (131,000) | (127,000) |
Payments on ABL term loan | (625) | |
Payments for deferred financing costs | (1,452) | |
Payments on capital lease and sale-leaseback financing liability | (54) | (185) |
Net cash provided by (used in) financing activities | 37,321 | (21,637) |
Effect of exchange rate fluctuations on cash and cash equivalents | 41 | (15) |
Net (decrease) increase in cash and cash equivalents | (2,916) | 780 |
Cash and cash equivalents, beginning of period | 12,636 | 23,497 |
Cash and cash equivalents, end of period | 9,720 | 24,277 |
Less - cash and cash equivalents of discontinued operations, end of period | 7,017 | |
Cash and cash equivalents of continuing operations, end of period | 9,720 | 17,260 |
OTHER CASH FLOW INFORMATION: | ||
Cash paid for income taxes, net | 5,922 | 645 |
Cash paid for interest | $ 12,441 | $ 11,197 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Oct. 29, 2016 | |
Basis of Presentation | 1. Basis of Presentation The unaudited interim condensed consolidated financial statements, which include The Gymboree Corporation (the “Company,” “we” or “us”) and our 100%-owned subsidiaries have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. For periods presented prior to the sale of the Gymboree Play & Music business on July 15, 2016, the condensed consolidated financial statements also include Gymboree (China) Commercial and Trading Co. Ltd. (“Gymboree China”) and Gymboree (Tianjin) Educational Informational Consultation Co. Ltd. (“Gymboree Tianjin”) (collectively, the variable interest entities or “VIEs”) (see Note 3). Certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with generally accepted accounting principles have been omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Transition Report on Form 10-K for the 26 weeks ended July 30, 2016 filed with the Securities and Exchange Commission on October 28, 2016. The accompanying condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present fairly our financial position, results of operations, comprehensive income (loss) and cash flows for the periods presented. The results of operations for the 13 weeks ended October 29, 2016 (“first quarter of fiscal 2017”) are not necessarily indicative of the operating results that may be expected for the 52-week period ending July 29, 2017 (“fiscal 2017”) or any future period. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 3 Months Ended |
Oct. 29, 2016 | |
Recently Issued Accounting Standards | 2. Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). Under this ASU, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. Although we have not yet determined the impact of the new standard, we believe this ASU will have a significant impact on our condensed consolidated financial statements due to the substantial number of leases that we have. Effective during the first quarter of fiscal 2016, we adopted ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs 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, while the unamortized debt issuance costs associated with our line of credit under our ABL Revolving Facility are included in other assets in the accompanying condensed consolidated balance sheets. Below is a summary of the changes made in the accompanying condensed consolidated balance sheets as of October 31, 2015 (in thousands): October 31, 2015 As Reported Reclassification As Restated ASSETS: Deferred financing costs $ 22,489 $ (22,489) $ - Total assets $ 1,241,999 $ (19,380) $ 1,222,619 LIABILITIES AND STOCKHOLDERS’ DEFICIT: Long-term debt, net $ 1,114,288 $ (18,528) $ 1,095,760 Long-term sale-leaseback financing liability, net $ 26,462 $ (852) $ 25,610 Total liabilities $ 1,628,466 $ (19,380) $ 1,609,086 Total liabilities and stockholders’ deficit $ 1,241,999 $ (19,380) $ 1,222,619 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 condensed consolidated financial statements. ASU No. 2014-09, Revenue from Contracts with Customers clarifies the principles of recognizing revenue and creates common revenue recognition guidance between U.S. generally accepted accounting principles and International Financial Reporting Standards. The effective date of ASU 2014-09 is for fiscal years and interim periods within those years beginning after December 15, 2017. We have not yet determined the impact of the new standard on our condensed consolidated financial statements. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Oct. 29, 2016 | |
Discontinued Operations | 3. Discontinued Operations 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”). Upon closing, the Company received consideration of $128.1 million, approximately $109.9 million of which 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. During the 13 weeks ended October 29, 2016, the Company used $10.7 million of restricted cash to fund capital expenditures and pay income taxes associated with the gain on sale of GPPI. As of October 29, 2016, the remaining balance of the restricted cash attributable to the sale of GPPI was $96.3 million. Concurrent with the July 15, 2016 sale of GPPI, our 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 Gymboree Play & Music was previously reported under the Gymboree Play & Music reportable segment while Gymboree Tianjin and Gymboree China were previously reported under the VIE reportable segment in our segment footnote disclosure. Below is the composition of income from discontinued operations during the 13 weeks ended October 31, 2015 (in thousands): Net sales $ 9,921 Cost of goods sold, including occupancy expenses (2,047) Selling, general and administrative expenses (3,539) Other expense, net 17 Income from discontinued operations, before tax 4,352 Income tax expense (994) Income from discontinued operations, net of tax 3,358 Income from discontinued operations attributable to noncontrolling interest (1,833) Income from discontinued operations attributable to The Gymboree Corporation $ 1,525 Income from discontinued operations, before tax during the 13 weeks ended October 31, 2015 consists of (in thousands): Income from discontinued operations attributable to The Gymboree Corporation, before tax $ 1,641 Income from discontinued operations attributable to noncontrolling interest, before tax 2,711 Total income from discontinued operations, before tax $ 4,352 Below is a summary of the assets and liabilities of discontinued operations as of October 31, 2015 (in thousands): ASSETS: Cash and cash equivalents $ 7,017 Accounts receivable, net 5,705 Merchandise inventories 3,859 Other current assets 1,968 Total current assets of discontinued operations 18,549 Net property and equipment 2,966 Goodwill 16,389 Other intangible assets, net 37,439 Other assets 615 Total other assets of discontinued operations 57,409 Total assets of discontinued operations $ 75,958 LIABILITIES: Accounts payable and accrued liabilities $ 11,683 Other long-term liabilities 753 Total liabilities of discontinued operations $ 12,436 Below is a summary of cash flows from operating and investing activities attributable to continuing and discontinued operations during the 13 weeks ended October 31, 2015 (in thousands): CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities of continuing operations $ 21,481 Net cash provided by operating activities of discontinued operations 4,147 Net cash provided by operating activities $ 25,628 CASH FLOWS FROM INVESTING ACTIVITIES: Net cash used in investing activities of continuing operations $ (1,242) Net cash used in investing activities of discontinued operations (1,954) Net cash used in investing activities $ (3,196) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Oct. 29, 2016 | |
Fair Value Measurements | 4. Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis Our assets and liabilities measured at fair value on a recurring basis include money market funds (Level 1) and forward foreign exchange contracts (Level 2). The fair value of money market funds was $96.6 million and $110.3 million as of October 29, 2016 and July 30, 2016, respectively. We had no money market funds as of October 31, 2015. The fair value of the forward foreign exchange contracts was $69,000 (asset), $123,000 (liability), and $27,000 (liability) as of October 29, 2016, July 30, 2016, and October 31, 2015, respectively. The carrying value of cash, receivables, line of credit borrowings, and payables approximate their estimated fair values due to the short maturities of these instruments. We estimate the fair value of our long-term debt using current market yields. These current market yields are considered Level 2 inputs. The estimated fair value of long-term debt is as follows (in thousands): October 29, 2016 July 30, 2016 October 31, 2015 Carrying Carrying Carrying Amount Fair Value Amount Fair Value Amount Fair Value Term loan $ 769,102 $ 484,534 $ 769,102 $ 592,209 $ 769,102 $ 503,762 Notes 171,006 85,503 171,006 68,402 346,000 114,180 ABL term loan 49,375 49,375 50,000 50,000 - - Less unamortized discount and deferred financing costs (11,752) - (13,679) - (19,342) - Total $ 977,731 $ 619,412 $ 976,429 $ 710,611 $ 1,095,760 $ 617,942 Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis During the 13 weeks ended October 29, 2016 and October 31, 2015, we recorded property and equipment impairment charges of $0.5 million and $0.2 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. These impairment charges are included in selling, general and administrative (“SG&A”) expenses in the accompanying condensed consolidated statements of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets and Liabilities | 3 Months Ended |
Oct. 29, 2016 | |
Goodwill and Intangible Assets and Liabilities | 5. Goodwill and Intangible Assets and Liabilities Goodwill Goodwill allocated to our reportable segments as of October 29, 2016, July 30, 2016 and October 31, 2015 is as follows (in thousands): Retail Stores International Retail Segment Franchise Segment Total Balance as of October 29, 2016 Goodwill $ 887,241 $ 23,636 $ 910,877 Accumulated impairment losses (547,285) - (547,285) Effect of exchange rate fluctuations (6,811) - (6,811) $ 333,145 $ 23,636 $ 356,781 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 October 31, 2015 Goodwill $ 887,241 $ 23,636 $ 910,877 Accumulated impairment losses (547,285) - (547,285) Effect of exchange rate fluctuations (6,573) - (6,573) $ 333,383 $ 23,636 $ 357,019 Goodwill Impairment As of October 29, 2016, we did not identify impairment indicators for goodwill. In determining whether an indicator of impairment is present, we qualitatively assessed the valuation of our retail segment reporting units (Gymboree Retail, Gymboree Outlet, and Janie and Jack) and International Retail Franchise reporting unit. This qualitative assessment resulted in a determination that it was more likely than not the fair value of our reporting units exceeded their carrying amount as of October 29, 2016. If the results of our operations through the remainder of fiscal year 2017 or our forecast of future operating performance declines, there is a potential for goodwill impairment related to our Gymboree Retail reporting unit. In addition, other significant adverse changes to our business environment or future revenues or cash flows could cause us to record additional impairment charges in future periods, which could be material. Our annual goodwill impairment test is performed at the end of our fourth fiscal period (fiscal November). As of July 30, 2016, we performed the first step of the two-step goodwill impairment test for the Gymboree Retail, Gymboree Outlet and International Retail Franchise reporting units due to a triggering event resulting from the softening of the retail environment and performance that did not meet expectations. We concluded that goodwill impairment was not required for any of our reporting units as the fair value of each of our reporting units exceeded its carrying value by more than 40%. As of July 30, 2016, the fair value of the Gymboree Retail, Gymboree Outlet and International Retail Franchise reporting units were $594.0 million, $147.0 million and $45.0 million, respectively, which exceeded the carrying values of $414.0 million, $102.4 million and $26.2 million, respectively. There was no triggering event for the Janie and Jack reporting unit as of July 30, 2016. As of November 28, 2015, the fair value of the Janie and Jack reporting unit was $274.0 million, which exceeded its carrying value of $77.2 million. Intangible Assets and Liabilities Intangible assets and liabilities consist of the following (in thousands): October 29, 2016 Gross Carrying Accumulated Accumulated Amount Amortization Impairment Net Amount Intangible Assets Not Subject to Amortization - Trade names $ 530,800 $ - $ (232,200 ) $ 298,600 Intangible Assets Subject to Amortization 12,135 (11,132) - 1,003 Total other intangible assets $ 542,935 $ (11,132) $ (232,200) $ 299,603 Intangible Liabilities Subject to Amortization - Above market leases (included in Lease incentives and other liabilities) $ (10,240) $ 8,262 $ - $ (1,978) July 30, 2016 Gross Carrying Accumulated Accumulated Amount Amortization Impairment 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) October 31, 2015 Gross Carrying Accumulated Accumulated Amount Amortization Impairment Net Amount Intangible Assets Not Subject to Amortization - Trade names $ 530,800 $ - $ (229,600) $ 301,200 Intangible Assets Subject to Amortization 13,528 (10,582) - 2,946 Total other intangible assets $ 544,328 $ (10,582) $ (229,600) $ 304,146 Intangible Liabilities Subject to Amortization - Above market leases (included in Lease incentives and other liabilities) $ (11,033) $ 7,619 $ - $ (3,414) Indefinite-Lived Intangible Assets Impairment As of October 29, 2016, we did not identify impairment indicators for indefinite-lived intangible assets (the Gymboree, Janie and Jack and Crazy 8 trade names). In determining whether an indicator of impairment is present, we qualitatively assessed whether it was more likely than not the fair value of our indefinite-lived intangible assets exceeded their carrying amount as of October 29, 2016. If the results of our operations through the remainder of fiscal year 2017 or our forecast of future operating performance declines, there is a potential for indefinite-lived intangible asset impairment. In addition, other significant adverse changes to our business environment or future revenue or cash flows could cause us to record additional impairment charges in future periods, which could be material. Our annual indefinite-lived intangible asset impairment test is performed at the end of our fourth fiscal period (fiscal November). As of July 30, 2016, we tested certain indefinite-lived intangible assets for impairment, specifically the Gymboree and Crazy 8 trade names, due to a triggering event resulting from the softening of the retail environment and performance that did not meet expectations. As of July 30, 2016, the estimated fair values of the Gymboree trade names were $262.1 million, which exceeded the carrying values of $240.5 million. As of July 30, 2016, the estimated fair value and carrying value of the Crazy 8 trade name was $15.9 million. As of November 28, 2015, the fair value of the Janie and Jack trade name was $61.6 million, which exceeded its carrying value of $42.2 million. Net amortization income (expense) is presented below for the periods ended (in thousands): 13 Weeks Ended October 29, 2016 October 31, 2015 Amortization income included in cost of goods sold $ 226 $ 198 Amortization expense included in selling, general and administrative expenses $ (350) $ (385) |
Line of Credit and Long-term De
Line of Credit and Long-term Debt | 3 Months Ended |
Oct. 29, 2016 | |
Line of Credit and Long-term Debt | 6. Line of Credit and Long-term Debt Line of credit borrowings and long-term debt consist of (in thousands): October 29, July 30, October 31, 2016 2016 2015 Line of credit borrowings $ 80,000 $ 42,000 $ 50,000 Long-term debt - ABL term loan due December 2017, LIBOR plus 10.25% Principal amount $ 49,375 $ 50,000 $ - Less unamortized deferred financing costs (2,691) (3,228) - ABL term loan, net of unamortized deferred financing costs 46,684 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 (5,137) (6,062) (8,760) Less unamortized discount (477) (563) (814) Term loan, net of unamortized discount and deferred financing costs 763,488 762,477 759,528 Senior notes due December 2018, 9.125% Principal amount 171,006 171,006 346,000 Less unamortized deferred financing costs (3,447) (3,826) (9,768) Senior notes, net of unamortized deferred financing costs 167,559 167,180 336,232 Total long-term debt, net of unamortized discount and deferred financing costs 977,731 976,429 1,095,760 Less current portion of long-term debt (7,577) (5,527) - Long-term portion of long-term debt, net of unamortized discount and deferred financing costs $ 970,154 $ 970,902 $ 1,095,760 Total line of credit borrowings and long-term debt, net of unamortized discount and deferred financing costs $ 1,057,731 $ 1,018,429 $ 1,145,760 Line of Credit Our senior secured asset-based revolving credit facility (“ABL Revolving Facility”) matures on 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. 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 $30.8 million as of October 29, 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 outstanding balance of ABL Term Loan, was $114.2 million as of October 29, 2016, subject to a minimum amount of “Combined Availability” and “Availability” as defined below. Our undrawn line of credit availability, net of the minimum amount of combined availability and availability, was approximately $92.0 million as of October 29, 2016. 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 October 29, 2016, the weighted average interest rate on our line of credit borrowings outstanding under the ABL Revolving Facility was 2.8%. In addition to paying interest on outstanding line of credit borrowings under the ABL Revolving Facility, we are required to pay a commitment fee on unutilized commitments thereunder, which is between 0.250% and 0.375% per annum. The ABL Facility contains covenants that, among other things, restrict our ability to incur additional indebtedness and pay dividends. It requires the Company and its restricted subsidiaries to maintain a minimum amount of “Combined Availability” and “Availability” for as long as the ABL Term Loan remains outstanding. “Combined Availability” is 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 October 29, 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 October 29, 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 Facility (see Note 14). ABL Term Loan On April 22, 2016, we entered into an agreement that 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. The ABL Term Loan totaled $49.4 million as of October 29, 2016. 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 October 29, 2016, the interest rate under our ABL Term Loan was 11.1%. 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 14). 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 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 October 29, 2016, the interest rate under our Term Loan was 5%. The Term Loan requires us to make quarterly payments equal to 0.25% of the original $820 million principal amount of the Term Loan made on the closing date plus accrued and unpaid interest thereon, with the balance due in February 2018. The Term Loan also has mandatory and voluntary pre-payment provisions, including a requirement that we prepay the Term Loan with a certain percentage of our annual excess cash flow. We calculated our excess cash flow 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 (see Note 14). Senior 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 3), 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 a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest thereon to the applicable redemption date 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 14). 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. Future minimum principal payments on long-term debt Future minimum principal payments on long-term debt, excluding amortization of deferred financing costs of $11.3 million and accretion of original issue discount (“OID”) of $0.5 million as of October 29, 2016, are as follows (in thousands): Fiscal years ending Principal Payments July 29, 2017 $ 4,902 July 28, 2018 813,575 July 27, 2019 171,006 Total $ 989,483 |
Sale-Leaseback of Dixon Distrib
Sale-Leaseback of Dixon Distribution Center | 3 Months Ended |
Oct. 29, 2016 | |
Sale-Leaseback of Dixon Distribution Center | 7. Sale-Leaseback of Dixon Distribution Center On May 5, 2015, the Company sold its distribution center in Dixon, California for net proceeds of $25.9 million, and entered into a leaseback of the property from the purchaser for a period of 15 years. Under the terms of the lease agreement, the Company is required to maintain a $3.5 million unconditional irrevocable letter of credit that reduces our line-of-credit borrowing base for a period of up to 10 years. Due to the Company’s continuing involvement through the irrevocable letter of credit, the Company has accounted for the sale-leaseback as a financing liability. Payments made by the Company are allocated between interest expense and a reduction to the sale-leaseback financing liability. Payments (including interest) made by the Company related to the sale-leaseback financing liability during the 13 weeks ended October 29, 2016 and October 31, 2015 totaled $0.5 million and $0.5 million, respectively. The interest portion of the payments was $0.4 and $0.4 million during the 13 weeks ended October 29, 2016 and October 31, 2015, respectively. As of October 29, 2016, future payments on the sale-leaseback financing liability, excluding renewals, are as follows (in thousands): Fiscal years Payments Remainder of 2017 $ 1,360 2018 1,834 2019 1,856 2020 1,880 2021 1,903 2022 1,927 Thereafter 28,485 Total payments 39,245 Less amount representing interest (12,780) Less unamortized deferred financing costs (762) Total sale-leaseback financing liability, net of unamortized deferred financing costs 25,703 Less current portion of sale-leaseback financing liability included in accrued liabilities (236) Long-term portion of sale-leaseback financing liability, net of unamortized deferred financing costs $ 25,467 As of October 29, 2016, the net carrying value of the Dixon distribution center included in property and equipment on our condensed consolidated balance sheets amounted to $18.4 million. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Oct. 29, 2016 | |
Derivative Financial Instruments | 8. Derivative Financial Instruments We had the following outstanding derivatives designated as cash flow hedges (U.S. dollars in thousands): October 29, 2016 July 30, 2016 October 31, 2015 Number of Notional Number of Notional Number of Notional Instruments (USD) Instruments (USD) Instruments (USD) Interest rate derivatives Purchased interest rate caps 4 $ 700,000 4 $ 700,000 4 $ 700,000 Foreign exchange derivatives Forward foreign exchange contracts 2 3,571 5 8,666 3 4,468 Total 6 $ 703,571 9 $ 708,666 7 $ 704,468 The interest rate caps mature on December 23, 2016. The forward foreign exchange contracts mature in less than one year. In addition to the cash flow hedges above, the Company had one forward foreign exchange contract with a notional amount of $3.5 million and $1.5 million as of October 29, 2016 and July 30, 2016, respectively, that was not designated as a hedge. There were no forward foreign exchange contracts that were not designated as hedges as of October 31, 2015. The tables below present the effect of all of our derivative financial instruments on the condensed consolidated statements of operations and comprehensive loss (in thousands). 13 Weeks Ended October 29, 2016 Location of Gains Gains / (Losses) Gains / (Losses) (Losses) Reclassified Reclassified from Recognized in OCI on from Accumulated Accumulated OCI into Derivative (Effective OCI into Income Income (Effective Portion) (Effective Portion) Portion) Interest rate caps $ - Interest expense $ (1,369) Forward foreign exchange contracts 114 Cost of goods sold (227) Total $ 114 $ (1,596) 13 Weeks Ended October 31, 2015 Location of Gains Gains / (Losses) Gains / (Losses) (Losses) Reclassified Reclassified from Recognized in OCI on from Accumulated Accumulated OCI into Derivative (Effective OCI into Income Income (Effective Portion) (Effective Portion) Portion) Interest rate caps $ (1) Interest expense $ (1,044) Forward foreign exchange contracts (22) Cost of goods sold 52 Total $ (23) $ (992) |
Income Taxes
Income Taxes | 3 Months Ended |
Oct. 29, 2016 | |
Income Taxes | 9. Income Taxes As of October 29, 2016, July 30, 2016, and October 31, 2015, unrecognized tax benefits were $6.1 million, $6.3 million and $7.4 million, respectively. We believe it is reasonably possible that the total amount of unrecognized tax benefits of $6.1 million as of October 29, 2016 will decrease by as much as $0.8 million during the next 12 months due to the resolution of certain tax contingencies and lapses of applicable statutes of limitation. As of October 29, 2016, July 30, 2016, and October 31, 2015, the total valuation allowance against deferred tax assets was $30.2 million, $30.6 million, and $79.3 million, respectively. We establish a valuation allowance when it is “more likely than not” that all or a portion of deferred tax assets will not be realized. We consider all available positive and negative evidence in evaluating whether a valuation allowance is required, including prior earnings history, actual earnings over the previous 12 quarters on a cumulative basis, carryback and carryforward periods, and tax planning strategies that could potentially enhance the likelihood of realization of a deferred tax asset. We continue to have a valuation allowance against all net deferred tax assets in U.S. federal, unitary state, and Australian jurisdictions, excluding indefinite-lived deferred tax assets and liabilities. We intend to maintain a valuation allowance until sufficient positive evidence exists to support its reversal. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Oct. 29, 2016 | |
Commitments and Contingencies | 10. Commitments and Contingencies Commitments There have been no significant changes to our contractual obligations and commercial commitments as disclosed in our Transition Report on Form 10-K as of July 30, 2016 (see Notes 7, 11 and 14), other than those which occur in the normal course of business, except as follows. On December 1, 2016, the Company entered into a sublease agreement for approximately 80,000 square feet of office space in San Francisco, California. The Company expects to use the subleased premises as its new corporate headquarters. The sublease is expected to commence on or before April 1, 2017 and will expire on July 15, 2022, subject to the Company’s option to extend the sublease until July 15, 2025, if it meets certain performance criteria. The total minimum base rent during the lease term, excluding the extension period of 3 years, is approximately $20.0 million. In addition, the Company has delivered a security deposit to the sublessor in the form of two letters of credit aggregating $5.7 million to guarantee payment of the Company’s rent obligations and to cover payment for any damages in the event a termination fee is triggered pursuant to the sublease agreement. Contingencies From time to time, we are subject to various legal actions arising in the ordinary course of our business. Many of these legal actions raise complex factual and legal issues, which are subject to uncertainties. We cannot predict with reasonable assurance the outcome of these legal actions brought against us. Accordingly, any settlements or resolutions in these legal actions may occur and affect our net income in the quarter of such settlement or resolution. However, we do not believe the outcome of any legal actions would have a material effect on our condensed consolidated financial statements taken as a whole. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Oct. 29, 2016 | |
Accumulated Other Comprehensive Loss | 11. 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): October 29, 2016 July 30, 2016 October 31, 2015 Foreign currency translation $ (8,377) $ (8,003) $ (7,803) Accumulated changes in fair value of derivative financial instruments, net of tax 1,673 579 (2,615) Total accumulated other comprehensive loss $ (6,704) $ (7,424) $ (10,418) Changes in the accumulated OCI balance by component were as follows as of and for the periods ended (in thousands): 13 Weeks Ended October 29, 2016 Total Accumulated Foreign Comprehensive (Loss) Currency Derivatives Income Beginning balance $ (8,003) $ 579 $ (7,424) Other comprehensive (loss) income recognized before reclassifications (374) 114 (260) Amounts reclassified from accumulated other comprehensive loss to earnings - 1,596 1,596 Tax expense - (616) (616) Net current-period other comprehensive (loss) income (374) 1,094 720 Ending balance $ (8,377) $ 1,673 $ (6,704) 26 Weeks Ended July 30, 2016 Total Accumulated Foreign Comprehensive (Loss) Currency Derivatives Income Beginning balance $ (9,236) $ (1,586) $ (10,822) Other comprehensive income (loss) recognized before reclassifications 1,233 (525) 708 Amounts reclassified from accumulated other comprehensive loss to earnings - 2,690 2,690 Tax expense - - - Net current-period other comprehensive income 1,233 2,165 3,398 Ending balance $ (8,003) $ 579 $ (7,424) 13 Weeks Ended October 31, 2015 Total Accumulated Comprehensive (Loss) Foreign Income Including Currency Derivatives Noncontrolling Interest Beginning balance $ (7,758) $ (3,225) $ (10,983) Other comprehensive loss recognized before reclassifications (242) (23) (265) Amounts reclassified from accumulated other comprehensive loss to earnings - 992 992 Tax expense - (359) (359) Net current-period other comprehensive (loss) income (242) 610 368 Other comprehensive loss attributable to noncontrolling interest 197 - 197 Ending balance $ (7,803) $ (2,615) $ (10,418) |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Oct. 29, 2016 | |
Related Party Transactions | 12. Related Party Transactions We incurred approximately $0.8 million and $0.5 million in management fees and reimbursement of out-of-pocket expenses to Bain Capital Private Equity, LP (“Bain Capital”) during the 13 weeks ended October 29, 2016 and October 31, 2015, respectively. As of October 29, 2016, July 30, 2016 and October 31, 2015, we had a payable balance of $1.7 million, $1.6 million and $1.4 million, respectively, to Bain Capital. Management fees payable to Bain Capital as of October 29, 2016 and July 30, 2016 include approximately $1.3 million fees arising from the sale of Gymboree Play & Music on July 15, 2016 (see Note 3). We incurred approximately $0.3 million and $0.4 million in expenses related to services purchased from LogicSource, a company owned by funds associated with Bain Capital, during the 13 weeks ended October 29, 2016 and October 31, 2015, respectively. As of October 29, 2016 and October 31, 2015, we had a payable balance of $0.1 million and $0.2 million, respectively, to LogicSource. We had no payable to LogicSource as of July 30, 2016. As of October 29, 2016, July 30, 2016 and October 31, 2015, we had a receivable balance of $0.4 million, $0.4 million and $0.3 million, respectively, from our indirect parent, Giraffe Holding, Inc., which relates primarily to income taxes and withholding taxes. |
Segment Information
Segment Information | 3 Months Ended |
Oct. 29, 2016 | |
Segment Information | 13. Segment Information As of October 29, 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 previously included under “VIEs” in our segment disclosure. The results of Gymboree Play & Music and Gymboree Tianjin are presented as discontinued operations during the 13 weeks ended October 31, 2015, while Gymboree China was deconsolidated as of July 15, 2016, the date of sale (see Note 3). 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): 13 Weeks Ended October 29, 2016 Retail International Retail Intersegment Stores Franchise Elimination Total Net sales $ 276,310 $ 3,517 $ - $ 279,827 Gross Profit $ 105,320 $ 1,685 $ - $ 107,005 13 Weeks Ended October 31, 2015 Retail International Retail Intersegment Stores Franchise VIE Elimination Total Net sales $ 287,848 $ 6,029 $ 1,805 $ (162) $ 295,520 Gross Profit $ 111,605 $ 3,189 $ 275 $ (162) $ 114,907 Net retail sales of the retail stores segment by brand and VIE (Gymboree China) were as follows for the periods ended (in thousands): Total Gymboree (1) Janie and Jack Crazy 8 Before VIE VIE Total 13 weeks ended October 29, 2016 $ 176,471 $ 35,018 $ 64,821 $ 276,310 $ - $ 276,310 13 weeks ended October 31, 2015 $ 186,423 $ 33,600 $ 67,825 $ 287,848 $ 1,805 $ 289,653 (1) Interest expense, depreciation and amortization expense and capital expenditures have not been separately disclosed above as the amounts primarily relate to the retail segment. Intersegment revenues for each reportable segment were as follows for the periods ended (in thousands): Intersegment Revenues Retail International Retail Stores Franchise VIE Total 13 weeks ended October 29, 2016 $ - $ - $ - $ - 13 weeks ended October 31, 2015 $ - $ 162 $ - $ 162 Below is a summary of total assets of each reportable segment as of the periods ended (in thousands): Total Assets Retail International Retail Intersegment Discontinued Stores Franchise VIE Elimination Operations Total October 29, 2016 $ 1,167,556 $ 25,566 $ - $ - $ - $ 1,193,122 July 30, 2016 $ 1,151,745 $ 26,767 $ - $ - $ - $ 1,178,512 October 31, 2015 $ 1,111,219 $ 27,710 $ 8,608 $ (876) $ 75,958 $ 1,222,619 We attribute retail store revenues to individual countries based on the selling location. All sales for International Retail Franchise are attributable to the U.S. geographic segment. VIE sales are attributable to the international geographic segment. Net sales of our two geographical areas, United States and International, were as follows for the periods ended (in thousands): 13 Weeks Ended October 29, 2016 October 31, 2015 United States $ 267,372 $ 281,377 International 12,455 14,143 Total $ 279,827 $ 295,520 Property and equipment, net, of our two geographical areas were as follows as of the periods ended (in thousands): October 29, 2016 July 30, 2016 October 31, 2015 United States $ 134,142 $ 138,384 $ 156,731 International 5,174 5,367 6,963 Total $ 139,316 $ 143,751 $ 163,694 |
Condensed Guarantor Data
Condensed Guarantor Data | 3 Months Ended |
Oct. 29, 2016 | |
Condensed Guarantor Data | 14. Condensed Guarantor Data The Company’s 100%-owned domestic subsidiaries have fully and unconditionally guaranteed the Notes, subject to the customary automatic release provisions described above (see Note 6). The following condensed consolidating financial information presents the results of operations, comprehensive income (loss), financial position and cash flows of The Gymboree Corporation and the guarantor and non-guarantor subsidiaries. The VIE financial results are included in those of the non-guarantor subsidiaries. Intercompany transactions are eliminated. THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 13 WEEKS ENDED OCTOBER 29, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net sales: Retail $ 699 $ 269,885 $ 12,965 $ (7,239) $ 276,310 Retail Franchise - 3,517 - - 3,517 Intercompany revenue 16,368 7,354 135 (23,857) - Total net sales 17,067 280,756 13,100 (31,096) 279,827 Cost of goods sold, including buying and occupancy expenses (1,687) (169,318) (9,027) 7,210 (172,822) Gross profit 15,380 111,438 4,073 (23,886) 107,005 Selling, general and administrative expenses (23,152) (102,123) (3,751) 23,872 (105,154) Operating (loss) income (7,772) 9,315 322 (14) 1,851 Interest expense (19,490) (416) (26) - (19,932) Other income, net 81 45 9 - 135 (Loss) income before income taxes (27,181) 8,944 305 (14) (17,946) Income tax benefit (expense) 11,027 (3,614) (359) - 7,054 Equity in earnings of affiliates, net of tax 5,262 - - (5,262) - Net (loss) income $ (10,892) $ 5,330 $ (54) $ (5,276) $ (10,892) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 13 WEEKS ENDED OCTOBER 31, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net sales: Retail $ 375 $ 283,017 $ 14,723 $ (8,462) $ 289,653 Retail Franchise - 5,867 - - 5,867 Intercompany revenue 16,238 7,529 559 (24,326) - Total net sales 16,613 296,413 15,282 (32,788) 295,520 Cost of goods sold, including buying and occupancy expenses (2,156) (175,953) (10,868) 8,364 (180,613) Gross profit 14,457 120,460 4,414 (24,424) 114,907 Selling, general and administrative expenses (22,809) (101,017) (5,572) 24,371 (105,027) Operating (loss) income (8,352) 19,443 (1,158) (53) 9,880 Interest expense (21,417) (489) - - (21,906) Other (expense) income, net (185) (1) 37 - (149) (Loss) income from continuing operations before taxes (29,954) 18,953 (1,121) (53) (12,175) Income tax benefit (expense) 7,208 (8,017) (26) - (835) Equity in earnings of affiliates, net of tax 12,004 - - (12,004) - (Loss) income from continuing operations, net of tax (10,742) 10,936 (1,147) (12,057) (13,010) Income from discontinued operations, net of tax 714 811 1,833 - 3,358 Net (loss) income (10,028) 11,747 686 (12,057) (9,652) Net income attributable to noncontrolling interest - - (376) - (376) Net (loss) income attributable to The Gymboree Corporation $ (10,028) $ 11,747 $ 310 $ (12,057) $ (10,028) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE 13 WEEKS ENDED OCTOBER 29, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net (loss) income $ (10,892) $ 5,330 $ (54) $ (5,276) $ (10,892) Other comprehensive income (loss): Foreign currency translation adjustments, net of tax (374) - (368) 368 (374) Unrealized net gain on cash flow hedges, net of tax 1,094 - 341 (341) 1,094 Total other comprehensive income (loss), net of tax 720 - (27) 27 720 Comprehensive (loss) income $ (10,172) $ 5,330 $ (81) $ (5,249) $ (10,172) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE 13 WEEKS ENDED OCTOBER 31, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net (loss) income $ (10,028) $ 11,747 $ 686 $ (12,057) $ (9,652) Other comprehensive income (loss): Foreign currency translation adjustments, net of tax (44) - (232) 34 (242) Unrealized net gain (loss) on cash flow hedges, net of tax 609 - (72) 73 610 Total other comprehensive income (loss), net of tax 565 - (304) 107 368 Comprehensive (loss) income (9,463) 11,747 382 (11,950) (9,284) Comprehensive income attributable to noncontrolling interest - - (179) - (179) Comprehensive (loss) income attributable to The Gymboree Corporation $ (9,463) $ 11,747 $ 203 $ (11,950) $ (9,463) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) October 29, 2016 The Gymboree Guarantor Non-guarantor ASSETS Corporation Subsidiaries Subsidiaries Eliminations Consolidated Current assets: Cash and cash equivalents $ 1,007 $ 4,980 $ 3,733 $ - $ 9,720 Restricted cash 27,524 - - - 27,524 Accounts receivable, net of allowance 1,668 12,085 1,385 - 15,138 Merchandise inventories - 259,150 4,414 (437) 263,127 Prepaid income taxes 1,333 588 141 - 2,062 Prepaid expenses 3,859 1,915 10 - 5,784 Intercompany receivable 890 664,599 - (665,489) - Total current assets 36,281 943,317 9,683 (665,926) 323,355 Property and equipment, net 14,409 119,302 5,605 - 139,316 Goodwill - 346,818 9,963 - 356,781 Other intangible assets, net - 299,579 24 - 299,603 Restricted cash 68,804 - - - 68,804 Other assets 1,706 1,191 2,662 (296) 5,263 Investment in subsidiaries 1,378,604 - - (1,378,604) - Total assets $ 1,499,804 $ 1,710,207 $ 27,937 $ (2,044,826) $ 1,193,122 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable $ 5,466 $ 124,922 $ 187 $ - $ 130,575 Accrued and other current liabilities 37,171 63,940 1,235 - 102,346 Line of credit borrowings 80,000 - - - 80,000 Current portion of long-term debt 7,577 - - - 7,577 Intercompany payable 660,884 - 5,042 (665,926) - Total current liabilities 791,098 188,862 6,464 (665,926) 320,498 Long-term liabilities: Long-term debt, net 970,154 - - - 970,154 Long-term sale-leaseback financing liability, net - 25,467 - - 25,467 Lease incentives and other liabilities 5,015 39,780 4,482 - 49,277 Deferred income taxes 16,606 94,485 - (296) 110,795 Total liabilities 1,782,873 348,594 10,946 (666,222) 1,476,191 Total stockholders’ (deficit) equity (283,069) 1,361,613 16,991 (1,378,604) (283,069) Total liabilities and stockholders’ (deficit) equity $ 1,499,804 $ 1,710,207 $ 27,937 $ (2,044,826) $ 1,193,122 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) July 30, 2016 The Gymboree Guarantor Non-guarantor ASSETS Corporation Subsidiaries Subsidiaries Eliminations Consolidated 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, net 970,902 - - - 970,902 Long-term sale-leaseback financing liability, net - 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) 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) October 31, 2015 The Gymboree Guarantor Non-guarantor ASSETS Corporation Subsidiaries Subsidiaries Eliminations Consolidated Current assets: Cash and cash equivalents $ 1,091 $ 4,119 $ 12,050 $ - $ 17,260 Accounts receivable, net of allowance 493 15,614 675 - 16,782 Merchandise inventories - 253,689 8,279 (418) 261,550 Prepaid income taxes 1,514 821 242 - 2,577 Prepaid expenses 3,838 2,250 458 - 6,546 Deferred income taxes - 14,250 160 (8,469) 5,941 Intercompany receivable - 596,089 1,051 (597,140) - Current assets of discontinued operations - 41,955 14,730 (38,136) 18,549 Total current assets 6,936 928,787 37,645 (644,163) 329,205 Property and equipment, net 13,408 142,801 7,485 - 163,694 Goodwill - 346,818 10,201 - 357,019 Other intangible assets, net - 304,102 44 - 304,146 Restricted cash 4,535 - - - 4,535 Other assets 3,261 1,196 3,400 (1,246) 6,611 Investment in subsidiaries 1,404,175 - - (1,404,175) - Other assets of discontinued operations - 54,634 2,775 - 57,409 Total assets $ 1,432,315 $ 1,778,338 $ 61,550 $ (2,049,584) $ 1,222,619 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable $ 7,097 $ 122,470 $ 1,453 $ - $ 131,020 Accrued and other current liabilities 33,102 68,592 3,202 210 105,106 Deferred income taxes 8,679 - - (8,679) - Line of credit borrowings 50,000 - - - 50,000 Current obligation under capital lease - 591 - - 591 Intercompany payable 628,692 - 5,641 (634,333) - Current liabilities of discontinued operations - 2,815 10,229 (1,361) 11,683 Total current liabilities 727,570 194,468 20,525 (644,163) 298,400 Long-term liabilities: Long-term debt, net 1,095,760 - - - 1,095,760 Long-term sale-leaseback financing liability - 25,610 - - 25,610 Long-term obligation under capital lease, net - 2,402 - - 2,402 Lease incentives and other liabilities 5,549 47,169 4,060 - 56,778 Deferred income taxes 1,775 128,833 21 (1,246) 129,383 Other long-term liabilities of discontinued operations - 438 315 - 753 Total liabilities 1,830,654 398,920 24,921 (645,409) 1,609,086 Total stockholders’ (deficit) equity (398,339) 1,379,418 24,757 (1,404,175) (398,339) Noncontrolling interest - - 11,872 - 11,872 Total liabilities and stockholders’ (deficit) equity $ 1,432,315 $ 1,778,338 $ 61,550 $ (2,049,584) $ 1,222,619 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE 13 WEEKS ENDED OCTOBER 29, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash used in operating activities $ (31,652) $ (13,563) $ (311) $ - $ (45,526) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (496) (4,882) (117) - (5,495) Decrease in restricted cash 10,743 - - - 10,743 Intercompany transfers 421 18,872 - (19,293) - Net cash provided by (used in) investing activities 10,668 13,990 (117) (19,293) 5,248 CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers (20,336) - 1,043 19,293 - Proceeds from ABL facility 169,000 - - - 169,000 Payments on ABL facility (131,000) - - - (131,000) Payments on ABL term loan (625) - - - (625) Payments on capital lease and sale-leaseback financing liability - (54) - - (54) Net cash provided by (used in) financing activities 17,039 (54) 1,043 19,293 37,321 Effect of exchange rate fluctuations on cash and cash equivalents - - 41 - 41 Net (decrease) increase in cash and cash equivalents (3,945) 373 656 - (2,916) CASH AND CASH EQUIVALENTS: Beginning of Period 4,952 4,607 3,077 - 12,636 End of Period $ 1,007 $ 4,980 $ 3,733 $ - $ 9,720 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE 13 WEEKS ENDED OCTOBER 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 $ (28,711) $ 54,028 $ 311 $ - $ 25,628 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (1,502) (2,957) (611) - (5,070) Decrease in restricted cash 3,622 - - - 3,622 Increase in related party loan receivable - - (1,741) - (1,741) Intercompany transfers 2,726 (50,614) (978) 48,866 - Other - 5 (12) - (7) Net cash provided by (used in) investing activities 4,846 (53,566) (3,342) 48,866 (3,196) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers 44,455 (73) 4,484 (48,866) - Proceeds from ABL facility 107,000 - - - 107,000 Payments on ABL facility (127,000) - - - (127,000) Payments for deferred financing costs (1,679) 227 - - (1,452) Payments on capital lease and sale-leaseback financing liability - (185) - - (185) Net cash provided by (used in) financing activities 22,776 (31) 4,484 (48,866) (21,637) Effect of exchange rate fluctuations on cash and cash equivalents - - (15) - (15) Net (decrease) increase in cash and cash equivalents (1,089) 431 1,438 - 780 CASH AND CASH EQUIVALENTS: Cash and cash equivalent, beginning of period 2,180 3,649 17,668 - 23,497 Cash and cash equivalent, end of period 1,091 4,080 19,106 - 24,277 Less - cash and cash equivalents of discontinued operations, end of period - (39) 7,056 - 7,017 Cash and cash equivalents of continuing operations, end of period $ 1,091 $ 4,119 $ 12,050 $ - $ 17,260 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. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Oct. 29, 2016 | |
Basis of Presentation | Basis of Presentation The unaudited interim condensed consolidated financial statements, which include The Gymboree Corporation (the “Company,” “we” or “us”) and our 100%-owned subsidiaries have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. For periods presented prior to the sale of the Gymboree Play & Music business on July 15, 2016, the condensed consolidated financial statements also include Gymboree (China) Commercial and Trading Co. Ltd. (“Gymboree China”) and Gymboree (Tianjin) Educational Informational Consultation Co. Ltd. (“Gymboree Tianjin”) (collectively, the variable interest entities or “VIEs”) (see Note 3). Certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with generally accepted accounting principles have been omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Transition Report on Form 10-K for the 26 weeks ended July 30, 2016 filed with the Securities and Exchange Commission on October 28, 2016. The accompanying condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present fairly our financial position, results of operations, comprehensive income (loss) and cash flows for the periods presented. The results of operations for the 13 weeks ended October 29, 2016 (“first quarter of fiscal 2017”) are not necessarily indicative of the operating results that may be expected for the 52-week period ending July 29, 2017 (“fiscal 2017”) or any future period. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). Under this ASU, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. Although we have not yet determined the impact of the new standard, we believe this ASU will have a significant impact on our condensed consolidated financial statements due to the substantial number of leases that we have. Effective during the first quarter of fiscal 2016, we adopted ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs 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, while the unamortized debt issuance costs associated with our line of credit under our ABL Revolving Facility are included in other assets in the accompanying condensed consolidated balance sheets. Below is a summary of the changes made in the accompanying condensed consolidated balance sheets as of October 31, 2015 (in thousands): October 31, 2015 As Reported Reclassification As Restated ASSETS: Deferred financing costs $ 22,489 $ (22,489) $ - Total assets $ 1,241,999 $ (19,380) $ 1,222,619 LIABILITIES AND STOCKHOLDERS’ DEFICIT: Long-term debt, net $ 1,114,288 $ (18,528) $ 1,095,760 Long-term sale-leaseback financing liability, net $ 26,462 $ (852) $ 25,610 Total liabilities $ 1,628,466 $ (19,380) $ 1,609,086 Total liabilities and stockholders’ deficit $ 1,241,999 $ (19,380) $ 1,222,619 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 condensed consolidated financial statements. ASU No. 2014-09, Revenue from Contracts with Customers clarifies the principles of recognizing revenue and creates common revenue recognition guidance between U.S. generally accepted accounting principles and International Financial Reporting Standards. The effective date of ASU 2014-09 is for fiscal years and interim periods within those years beginning after December 15, 2017. We have not yet determined the impact of the new standard on our condensed consolidated financial statements. |
Recently Issued Accounting St22
Recently Issued Accounting Standards (Tables) | 3 Months Ended |
Oct. 29, 2016 | |
Summary of Changes Made in Accompanying Condensed Consolidated Balance Sheets due to Reclassification of Unamortized Debt Issuance Costs | Below is a summary of the changes made in the accompanying condensed consolidated balance sheets as of October 31, 2015 (in thousands): October 31, 2015 As Reported Reclassification As Restated ASSETS: Deferred financing costs $ 22,489 $ (22,489) $ - Total assets $ 1,241,999 $ (19,380) $ 1,222,619 LIABILITIES AND STOCKHOLDERS’ DEFICIT: Long-term debt, net $ 1,114,288 $ (18,528) $ 1,095,760 Long-term sale-leaseback financing liability, net $ 26,462 $ (852) $ 25,610 Total liabilities $ 1,628,466 $ (19,380) $ 1,609,086 Total liabilities and stockholders’ deficit $ 1,241,999 $ (19,380) $ 1,222,619 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Oct. 29, 2016 | |
Schedule of Discontinued Operations | Below is the composition of income from discontinued operations during the 13 weeks ended October 31, 2015 (in thousands): Net sales $ 9,921 Cost of goods sold, including occupancy expenses (2,047) Selling, general and administrative expenses (3,539) Other expense, net 17 Income from discontinued operations, before tax 4,352 Income tax expense (994) Income from discontinued operations, net of tax 3,358 Income from discontinued operations attributable to noncontrolling interest (1,833) Income from discontinued operations attributable to The Gymboree Corporation $ 1,525 Income from discontinued operations, before tax during the 13 weeks ended October 31, 2015 consists of (in thousands): Income from discontinued operations attributable to The Gymboree Corporation, before tax $ 1,641 Income from discontinued operations attributable to noncontrolling interest, before tax 2,711 Total income from discontinued operations, before tax $ 4,352 Below is a summary of the assets and liabilities of discontinued operations as of October 31, 2015 (in thousands): ASSETS: Cash and cash equivalents $ 7,017 Accounts receivable, net 5,705 Merchandise inventories 3,859 Other current assets 1,968 Total current assets of discontinued operations 18,549 Net property and equipment 2,966 Goodwill 16,389 Other intangible assets, net 37,439 Other assets 615 Total other assets of discontinued operations 57,409 Total assets of discontinued operations $ 75,958 LIABILITIES: Accounts payable and accrued liabilities $ 11,683 Other long-term liabilities 753 Total liabilities of discontinued operations $ 12,436 Below is a summary of cash flows from operating and investing activities attributable to continuing and discontinued operations during the 13 weeks ended October 31, 2015 (in thousands): CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities of continuing operations $ 21,481 Net cash provided by operating activities of discontinued operations 4,147 Net cash provided by operating activities $ 25,628 CASH FLOWS FROM INVESTING ACTIVITIES: Net cash used in investing activities of continuing operations $ (1,242) Net cash used in investing activities of discontinued operations (1,954) Net cash used in investing activities $ (3,196) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Oct. 29, 2016 | |
Estimated Fair Value of Long-Term Debt | The estimated fair value of long-term debt is as follows (in thousands): October 29, 2016 July 30, 2016 October 31, 2015 Carrying Carrying Carrying Amount Fair Value Amount Fair Value Amount Fair Value Term loan $ 769,102 $ 484,534 $ 769,102 $ 592,209 $ 769,102 $ 503,762 Notes 171,006 85,503 171,006 68,402 346,000 114,180 ABL term loan 49,375 49,375 50,000 50,000 - - Less unamortized discount and deferred financing costs (11,752) - (13,679) - (19,342) - Total $ 977,731 $ 619,412 $ 976,429 $ 710,611 $ 1,095,760 $ 617,942 |
Goodwill and Intangible Asset25
Goodwill and Intangible Assets and Liabilities (Tables) | 3 Months Ended |
Oct. 29, 2016 | |
Goodwill Allocated to Reportable Segments | Goodwill allocated to our reportable segments as of October 29, 2016, July 30, 2016 and October 31, 2015 is as follows (in thousands): Retail Stores International Retail Segment Franchise Segment Total Balance as of October 29, 2016 Goodwill $ 887,241 $ 23,636 $ 910,877 Accumulated impairment losses (547,285) - (547,285) Effect of exchange rate fluctuations (6,811) - (6,811) $ 333,145 $ 23,636 $ 356,781 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 October 31, 2015 Goodwill $ 887,241 $ 23,636 $ 910,877 Accumulated impairment losses (547,285) - (547,285) Effect of exchange rate fluctuations (6,573) - (6,573) $ 333,383 $ 23,636 $ 357,019 |
Intangible Assets and Liabilities | Intangible assets and liabilities consist of the following (in thousands): October 29, 2016 Gross Carrying Accumulated Accumulated Amount Amortization Impairment Net Amount Intangible Assets Not Subject to Amortization - Trade names $ 530,800 $ - $ (232,200 ) $ 298,600 Intangible Assets Subject to Amortization 12,135 (11,132) - 1,003 Total other intangible assets $ 542,935 $ (11,132) $ (232,200) $ 299,603 Intangible Liabilities Subject to Amortization - Above market leases (included in Lease incentives and other liabilities) $ (10,240) $ 8,262 $ - $ (1,978) July 30, 2016 Gross Carrying Accumulated Accumulated Amount Amortization Impairment 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) October 31, 2015 Gross Carrying Accumulated Accumulated Amount Amortization Impairment Net Amount Intangible Assets Not Subject to Amortization - Trade names $ 530,800 $ - $ (229,600) $ 301,200 Intangible Assets Subject to Amortization 13,528 (10,582) - 2,946 Total other intangible assets $ 544,328 $ (10,582) $ (229,600) $ 304,146 Intangible Liabilities Subject to Amortization - Above market leases (included in Lease incentives and other liabilities) $ (11,033) $ 7,619 $ - $ (3,414) |
Net Amortization Income (Expense) | Net amortization income (expense) is presented below for the periods ended (in thousands): 13 Weeks Ended October 29, 2016 October 31, 2015 Amortization income included in cost of goods sold $ 226 $ 198 Amortization expense included in selling, general and administrative expenses $ (350) $ (385) |
Line of Credit and Long-term 26
Line of Credit and Long-term Debt (Tables) | 3 Months Ended |
Oct. 29, 2016 | |
Line of Credit Borrowings and Long-Term Debt | Line of credit borrowings and long-term debt consist of (in thousands): October 29, July 30, October 31, 2016 2016 2015 Line of credit borrowings $ 80,000 $ 42,000 $ 50,000 Long-term debt - ABL term loan due December 2017, LIBOR plus 10.25% Principal amount $ 49,375 $ 50,000 $ - Less unamortized deferred financing costs (2,691) (3,228) - ABL term loan, net of unamortized deferred financing costs 46,684 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 (5,137) (6,062) (8,760) Less unamortized discount (477) (563) (814) Term loan, net of unamortized discount and deferred financing costs 763,488 762,477 759,528 Senior notes due December 2018, 9.125% Principal amount 171,006 171,006 346,000 Less unamortized deferred financing costs (3,447) (3,826) (9,768) Senior notes, net of unamortized deferred financing costs 167,559 167,180 336,232 Total long-term debt, net of unamortized discount and deferred financing costs 977,731 976,429 1,095,760 Less current portion of long-term debt (7,577) (5,527) - Long-term portion of long-term debt, net of unamortized discount and deferred financing costs $ 970,154 $ 970,902 $ 1,095,760 Total line of credit borrowings and long-term debt, net of unamortized discount and deferred financing costs $ 1,057,731 $ 1,018,429 $ 1,145,760 |
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 $11.3 million and accretion of original issue discount (“OID”) of $0.5 million as of October 29, 2016, are as follows (in thousands): Fiscal years ending Principal Payments July 29, 2017 $ 4,902 July 28, 2018 813,575 July 27, 2019 171,006 Total $ 989,483 |
Sale-Leaseback of Dixon Distr27
Sale-Leaseback of Dixon Distribution Center (Tables) | 3 Months Ended |
Oct. 29, 2016 | |
Future Payments on Sale-Leaseback Financing Liability, Excluding Renewals | As of October 29, 2016, future payments on the sale-leaseback financing liability, excluding renewals, are as follows (in thousands): Fiscal years Payments Remainder of 2017 $ 1,360 2018 1,834 2019 1,856 2020 1,880 2021 1,903 2022 1,927 Thereafter 28,485 Total payments 39,245 Less amount representing interest (12,780) Less unamortized deferred financing costs (762) Total sale-leaseback financing liability, net of unamortized deferred financing costs 25,703 Less current portion of sale-leaseback financing liability included in accrued liabilities (236) Long-term portion of sale-leaseback financing liability, net of unamortized deferred financing costs $ 25,467 |
Derivative Financial Instrume28
Derivative Financial Instruments (Tables) | 3 Months Ended |
Oct. 29, 2016 | |
Effect of Derivative Financial Instruments on Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) | The tables below present the effect of all of our derivative financial instruments on the condensed consolidated statements of operations and comprehensive loss (in thousands). 13 Weeks Ended October 29, 2016 Location of Gains Gains / (Losses) Gains / (Losses) (Losses) Reclassified Reclassified from Recognized in OCI on from Accumulated Accumulated OCI into Derivative (Effective OCI into Income Income (Effective Portion) (Effective Portion) Portion) Interest rate caps $ - Interest expense $ (1,369) Forward foreign exchange contracts 114 Cost of goods sold (227) Total $ 114 $ (1,596) 13 Weeks Ended October 31, 2015 Location of Gains Gains / (Losses) Gains / (Losses) (Losses) Reclassified Reclassified from Recognized in OCI on from Accumulated Accumulated OCI into Derivative (Effective OCI into Income Income (Effective Portion) (Effective Portion) Portion) Interest rate caps $ (1) Interest expense $ (1,044) Forward foreign exchange contracts (22) Cost of goods sold 52 Total $ (23) $ (992) |
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): October 29, 2016 July 30, 2016 October 31, 2015 Number of Notional Number of Notional Number of Notional Instruments (USD) Instruments (USD) Instruments (USD) Interest rate derivatives Purchased interest rate caps 4 $ 700,000 4 $ 700,000 4 $ 700,000 Foreign exchange derivatives Forward foreign exchange contracts 2 3,571 5 8,666 3 4,468 Total 6 $ 703,571 9 $ 708,666 7 $ 704,468 |
Accumulated Other Comprehensi29
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Oct. 29, 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): October 29, 2016 July 30, 2016 October 31, 2015 Foreign currency translation $ (8,377) $ (8,003) $ (7,803) Accumulated changes in fair value of derivative financial instruments, net of tax 1,673 579 (2,615) Total accumulated other comprehensive loss $ (6,704) $ (7,424) $ (10,418) |
Changes in Accumulated OCI Balance by Component | Changes in the accumulated OCI balance by component were as follows as of and for the periods ended (in thousands): 13 Weeks Ended October 29, 2016 Total Accumulated Foreign Comprehensive (Loss) Currency Derivatives Income Beginning balance $ (8,003) $ 579 $ (7,424) Other comprehensive (loss) income recognized before reclassifications (374) 114 (260) Amounts reclassified from accumulated other comprehensive loss to earnings - 1,596 1,596 Tax expense - (616) (616) Net current-period other comprehensive (loss) income (374) 1,094 720 Ending balance $ (8,377) $ 1,673 $ (6,704) 26 Weeks Ended July 30, 2016 Total Accumulated Foreign Comprehensive (Loss) Currency Derivatives Income Beginning balance $ (9,236) $ (1,586) $ (10,822) Other comprehensive income (loss) recognized before reclassifications 1,233 (525) 708 Amounts reclassified from accumulated other comprehensive loss to earnings - 2,690 2,690 Tax expense - - - Net current-period other comprehensive income 1,233 2,165 3,398 Ending balance $ (8,003) $ 579 $ (7,424) 13 Weeks Ended October 31, 2015 Total Accumulated Comprehensive (Loss) Foreign Income Including Currency Derivatives Noncontrolling Interest Beginning balance $ (7,758) $ (3,225) $ (10,983) Other comprehensive loss recognized before reclassifications (242) (23) (265) Amounts reclassified from accumulated other comprehensive loss to earnings - 992 992 Tax expense - (359) (359) Net current-period other comprehensive (loss) income (242) 610 368 Other comprehensive loss attributable to noncontrolling interest 197 - 197 Ending balance $ (7,803) $ (2,615) $ (10,418) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Oct. 29, 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): 13 Weeks Ended October 29, 2016 Retail International Retail Intersegment Stores Franchise Elimination Total Net sales $ 276,310 $ 3,517 $ - $ 279,827 Gross Profit $ 105,320 $ 1,685 $ - $ 107,005 13 Weeks Ended October 31, 2015 Retail International Retail Intersegment Stores Franchise VIE Elimination Total Net sales $ 287,848 $ 6,029 $ 1,805 $ (162) $ 295,520 Gross Profit $ 111,605 $ 3,189 $ 275 $ (162) $ 114,907 |
Intersegment Revenues for Each Reportable Segment | Net retail sales of the retail stores segment by brand and VIE (Gymboree China) were as follows for the periods ended (in thousands): Total Gymboree (1) Janie and Jack Crazy 8 Before VIE VIE Total 13 weeks ended October 29, 2016 $ 176,471 $ 35,018 $ 64,821 $ 276,310 $ - $ 276,310 13 weeks ended October 31, 2015 $ 186,423 $ 33,600 $ 67,825 $ 287,848 $ 1,805 $ 289,653 (1) |
Total Assets of Each Reportable Segment | Below is a summary of total assets of each reportable segment as of the periods ended (in thousands): Total Assets Retail International Retail Intersegment Discontinued Stores Franchise VIE Elimination Operations Total October 29, 2016 $ 1,167,556 $ 25,566 $ - $ - $ - $ 1,193,122 July 30, 2016 $ 1,151,745 $ 26,767 $ - $ - $ - $ 1,178,512 October 31, 2015 $ 1,111,219 $ 27,710 $ 8,608 $ (876) $ 75,958 $ 1,222,619 |
Net Sales and Property and Equipment, Net of Each Geographical Areas | Net sales of our two geographical areas, United States and International, were as follows for the periods ended (in thousands): 13 Weeks Ended October 29, 2016 October 31, 2015 United States $ 267,372 $ 281,377 International 12,455 14,143 Total $ 279,827 $ 295,520 Property and equipment, net, of our two geographical areas were as follows as of the periods ended (in thousands): October 29, 2016 July 30, 2016 October 31, 2015 United States $ 134,142 $ 138,384 $ 156,731 International 5,174 5,367 6,963 Total $ 139,316 $ 143,751 $ 163,694 |
Intersegment elimination | |
Intersegment Revenues for Each Reportable Segment | Intersegment revenues for each reportable segment were as follows for the periods ended (in thousands): Intersegment Revenues Retail International Retail Stores Franchise VIE Total 13 weeks ended October 29, 2016 $ - $ - $ - $ - 13 weeks ended October 31, 2015 $ - $ 162 $ - $ 162 |
Condensed Guarantor Data (Table
Condensed Guarantor Data (Tables) | 3 Months Ended |
Oct. 29, 2016 | |
Condensed Consolidating Statements of Operations | THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 13 WEEKS ENDED OCTOBER 29, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net sales: Retail $ 699 $ 269,885 $ 12,965 $ (7,239) $ 276,310 Retail Franchise - 3,517 - - 3,517 Intercompany revenue 16,368 7,354 135 (23,857) - Total net sales 17,067 280,756 13,100 (31,096) 279,827 Cost of goods sold, including buying and occupancy expenses (1,687) (169,318) (9,027) 7,210 (172,822) Gross profit 15,380 111,438 4,073 (23,886) 107,005 Selling, general and administrative expenses (23,152) (102,123) (3,751) 23,872 (105,154) Operating (loss) income (7,772) 9,315 322 (14) 1,851 Interest expense (19,490) (416) (26) - (19,932) Other income, net 81 45 9 - 135 (Loss) income before income taxes (27,181) 8,944 305 (14) (17,946) Income tax benefit (expense) 11,027 (3,614) (359) - 7,054 Equity in earnings of affiliates, net of tax 5,262 - - (5,262) - Net (loss) income $ (10,892) $ 5,330 $ (54) $ (5,276) $ (10,892) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 13 WEEKS ENDED OCTOBER 31, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net sales: Retail $ 375 $ 283,017 $ 14,723 $ (8,462) $ 289,653 Retail Franchise - 5,867 - - 5,867 Intercompany revenue 16,238 7,529 559 (24,326) - Total net sales 16,613 296,413 15,282 (32,788) 295,520 Cost of goods sold, including buying and occupancy expenses (2,156) (175,953) (10,868) 8,364 (180,613) Gross profit 14,457 120,460 4,414 (24,424) 114,907 Selling, general and administrative expenses (22,809) (101,017) (5,572) 24,371 (105,027) Operating (loss) income (8,352) 19,443 (1,158) (53) 9,880 Interest expense (21,417) (489) - - (21,906) Other (expense) income, net (185) (1) 37 - (149) (Loss) income from continuing operations before taxes (29,954) 18,953 (1,121) (53) (12,175) Income tax benefit (expense) 7,208 (8,017) (26) - (835) Equity in earnings of affiliates, net of tax 12,004 - - (12,004) - (Loss) income from continuing operations, net of tax (10,742) 10,936 (1,147) (12,057) (13,010) Income from discontinued operations, net of tax 714 811 1,833 - 3,358 Net (loss) income (10,028) 11,747 686 (12,057) (9,652) Net income attributable to noncontrolling interest - - (376) - (376) Net (loss) income attributable to The Gymboree Corporation $ (10,028) $ 11,747 $ 310 $ (12,057) $ (10,028) |
Condensed Consolidating Statements of Comprehensive Income (Loss) | THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE 13 WEEKS ENDED OCTOBER 29, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net (loss) income $ (10,892) $ 5,330 $ (54) $ (5,276) $ (10,892) Other comprehensive income (loss): Foreign currency translation adjustments, net of tax (374) - (368) 368 (374) Unrealized net gain on cash flow hedges, net of tax 1,094 - 341 (341) 1,094 Total other comprehensive income (loss), net of tax 720 - (27) 27 720 Comprehensive (loss) income $ (10,172) $ 5,330 $ (81) $ (5,249) $ (10,172) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE 13 WEEKS ENDED OCTOBER 31, 2015 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated Net (loss) income $ (10,028) $ 11,747 $ 686 $ (12,057) $ (9,652) Other comprehensive income (loss): Foreign currency translation adjustments, net of tax (44) - (232) 34 (242) Unrealized net gain (loss) on cash flow hedges, net of tax 609 - (72) 73 610 Total other comprehensive income (loss), net of tax 565 - (304) 107 368 Comprehensive (loss) income (9,463) 11,747 382 (11,950) (9,284) Comprehensive income attributable to noncontrolling interest - - (179) - (179) Comprehensive (loss) income attributable to The Gymboree Corporation $ (9,463) $ 11,747 $ 203 $ (11,950) $ (9,463) |
Condensed Consolidating Balance Sheets | THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) October 29, 2016 The Gymboree Guarantor Non-guarantor ASSETS Corporation Subsidiaries Subsidiaries Eliminations Consolidated Current assets: Cash and cash equivalents $ 1,007 $ 4,980 $ 3,733 $ - $ 9,720 Restricted cash 27,524 - - - 27,524 Accounts receivable, net of allowance 1,668 12,085 1,385 - 15,138 Merchandise inventories - 259,150 4,414 (437) 263,127 Prepaid income taxes 1,333 588 141 - 2,062 Prepaid expenses 3,859 1,915 10 - 5,784 Intercompany receivable 890 664,599 - (665,489) - Total current assets 36,281 943,317 9,683 (665,926) 323,355 Property and equipment, net 14,409 119,302 5,605 - 139,316 Goodwill - 346,818 9,963 - 356,781 Other intangible assets, net - 299,579 24 - 299,603 Restricted cash 68,804 - - - 68,804 Other assets 1,706 1,191 2,662 (296) 5,263 Investment in subsidiaries 1,378,604 - - (1,378,604) - Total assets $ 1,499,804 $ 1,710,207 $ 27,937 $ (2,044,826) $ 1,193,122 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable $ 5,466 $ 124,922 $ 187 $ - $ 130,575 Accrued and other current liabilities 37,171 63,940 1,235 - 102,346 Line of credit borrowings 80,000 - - - 80,000 Current portion of long-term debt 7,577 - - - 7,577 Intercompany payable 660,884 - 5,042 (665,926) - Total current liabilities 791,098 188,862 6,464 (665,926) 320,498 Long-term liabilities: Long-term debt, net 970,154 - - - 970,154 Long-term sale-leaseback financing liability, net - 25,467 - - 25,467 Lease incentives and other liabilities 5,015 39,780 4,482 - 49,277 Deferred income taxes 16,606 94,485 - (296) 110,795 Total liabilities 1,782,873 348,594 10,946 (666,222) 1,476,191 Total stockholders’ (deficit) equity (283,069) 1,361,613 16,991 (1,378,604) (283,069) Total liabilities and stockholders’ (deficit) equity $ 1,499,804 $ 1,710,207 $ 27,937 $ (2,044,826) $ 1,193,122 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) July 30, 2016 The Gymboree Guarantor Non-guarantor ASSETS Corporation Subsidiaries Subsidiaries Eliminations Consolidated 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, net 970,902 - - - 970,902 Long-term sale-leaseback financing liability, net - 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) 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) October 31, 2015 The Gymboree Guarantor Non-guarantor ASSETS Corporation Subsidiaries Subsidiaries Eliminations Consolidated Current assets: Cash and cash equivalents $ 1,091 $ 4,119 $ 12,050 $ - $ 17,260 Accounts receivable, net of allowance 493 15,614 675 - 16,782 Merchandise inventories - 253,689 8,279 (418) 261,550 Prepaid income taxes 1,514 821 242 - 2,577 Prepaid expenses 3,838 2,250 458 - 6,546 Deferred income taxes - 14,250 160 (8,469) 5,941 Intercompany receivable - 596,089 1,051 (597,140) - Current assets of discontinued operations - 41,955 14,730 (38,136) 18,549 Total current assets 6,936 928,787 37,645 (644,163) 329,205 Property and equipment, net 13,408 142,801 7,485 - 163,694 Goodwill - 346,818 10,201 - 357,019 Other intangible assets, net - 304,102 44 - 304,146 Restricted cash 4,535 - - - 4,535 Other assets 3,261 1,196 3,400 (1,246) 6,611 Investment in subsidiaries 1,404,175 - - (1,404,175) - Other assets of discontinued operations - 54,634 2,775 - 57,409 Total assets $ 1,432,315 $ 1,778,338 $ 61,550 $ (2,049,584) $ 1,222,619 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable $ 7,097 $ 122,470 $ 1,453 $ - $ 131,020 Accrued and other current liabilities 33,102 68,592 3,202 210 105,106 Deferred income taxes 8,679 - - (8,679) - Line of credit borrowings 50,000 - - - 50,000 Current obligation under capital lease - 591 - - 591 Intercompany payable 628,692 - 5,641 (634,333) - Current liabilities of discontinued operations - 2,815 10,229 (1,361) 11,683 Total current liabilities 727,570 194,468 20,525 (644,163) 298,400 Long-term liabilities: Long-term debt, net 1,095,760 - - - 1,095,760 Long-term sale-leaseback financing liability - 25,610 - - 25,610 Long-term obligation under capital lease, net - 2,402 - - 2,402 Lease incentives and other liabilities 5,549 47,169 4,060 - 56,778 Deferred income taxes 1,775 128,833 21 (1,246) 129,383 Other long-term liabilities of discontinued operations - 438 315 - 753 Total liabilities 1,830,654 398,920 24,921 (645,409) 1,609,086 Total stockholders’ (deficit) equity (398,339) 1,379,418 24,757 (1,404,175) (398,339) Noncontrolling interest - - 11,872 - 11,872 Total liabilities and stockholders’ (deficit) equity $ 1,432,315 $ 1,778,338 $ 61,550 $ (2,049,584) $ 1,222,619 |
Condensed Consolidating Statements of Cash Flows | THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE 13 WEEKS ENDED OCTOBER 29, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Corporation Subsidiaries Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash used in operating activities $ (31,652) $ (13,563) $ (311) $ - $ (45,526) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (496) (4,882) (117) - (5,495) Decrease in restricted cash 10,743 - - - 10,743 Intercompany transfers 421 18,872 - (19,293) - Net cash provided by (used in) investing activities 10,668 13,990 (117) (19,293) 5,248 CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers (20,336) - 1,043 19,293 - Proceeds from ABL facility 169,000 - - - 169,000 Payments on ABL facility (131,000) - - - (131,000) Payments on ABL term loan (625) - - - (625) Payments on capital lease and sale-leaseback financing liability - (54) - - (54) Net cash provided by (used in) financing activities 17,039 (54) 1,043 19,293 37,321 Effect of exchange rate fluctuations on cash and cash equivalents - - 41 - 41 Net (decrease) increase in cash and cash equivalents (3,945) 373 656 - (2,916) CASH AND CASH EQUIVALENTS: Beginning of Period 4,952 4,607 3,077 - 12,636 End of Period $ 1,007 $ 4,980 $ 3,733 $ - $ 9,720 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE 13 WEEKS ENDED OCTOBER 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 $ (28,711) $ 54,028 $ 311 $ - $ 25,628 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (1,502) (2,957) (611) - (5,070) Decrease in restricted cash 3,622 - - - 3,622 Increase in related party loan receivable - - (1,741) - (1,741) Intercompany transfers 2,726 (50,614) (978) 48,866 - Other - 5 (12) - (7) Net cash provided by (used in) investing activities 4,846 (53,566) (3,342) 48,866 (3,196) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers 44,455 (73) 4,484 (48,866) - Proceeds from ABL facility 107,000 - - - 107,000 Payments on ABL facility (127,000) - - - (127,000) Payments for deferred financing costs (1,679) 227 - - (1,452) Payments on capital lease and sale-leaseback financing liability - (185) - - (185) Net cash provided by (used in) financing activities 22,776 (31) 4,484 (48,866) (21,637) Effect of exchange rate fluctuations on cash and cash equivalents - - (15) - (15) Net (decrease) increase in cash and cash equivalents (1,089) 431 1,438 - 780 CASH AND CASH EQUIVALENTS: Cash and cash equivalent, beginning of period 2,180 3,649 17,668 - 23,497 Cash and cash equivalent, end of period 1,091 4,080 19,106 - 24,277 Less - cash and cash equivalents of discontinued operations, end of period - (39) 7,056 - 7,017 Cash and cash equivalents of continuing operations, end of period $ 1,091 $ 4,119 $ 12,050 $ - $ 17,260 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) | Oct. 29, 2016 |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |
Percentage of Ownership in Subsidiaries | 100.00% |
Subsidiaries | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |
Percentage of Ownership in Subsidiaries | 100.00% |
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 | Oct. 29, 2016 | Jul. 30, 2016 | Oct. 31, 2015 |
ASSETS: | |||
Deferred financing costs | $ 11,300 | ||
Total assets | 1,193,122 | $ 1,178,512 | $ 1,222,619 |
LIABILITIES AND STOCKHOLDERS' DEFICIT: | |||
Long-term debt, net | 970,154 | 970,902 | 1,095,760 |
Long-term sale-leaseback financing liability, net | 25,467 | 25,508 | 25,610 |
Total liabilities | 1,476,191 | 1,451,785 | 1,609,086 |
Total liabilities and stockholders' deficit | $ 1,193,122 | $ 1,178,512 | 1,222,619 |
Previously Reported | |||
ASSETS: | |||
Deferred financing costs | 22,489 | ||
Total assets | 1,241,999 | ||
LIABILITIES AND STOCKHOLDERS' DEFICIT: | |||
Long-term debt, net | 1,114,288 | ||
Long-term sale-leaseback financing liability, net | 26,462 | ||
Total liabilities | 1,628,466 | ||
Total liabilities and stockholders' deficit | 1,241,999 | ||
Adjustments | |||
ASSETS: | |||
Deferred financing costs | (22,489) | ||
Total assets | (19,380) | ||
LIABILITIES AND STOCKHOLDERS' DEFICIT: | |||
Long-term debt, net | (18,528) | ||
Long-term sale-leaseback financing liability, net | (852) | ||
Total liabilities | (19,380) | ||
Total liabilities and stockholders' deficit | $ (19,380) |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 15, 2016 | Oct. 29, 2016 | Oct. 31, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Decrease in restricted cash | $ 10,743 | $ 3,622 | |
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 consideration received | $ 128,100 | ||
Increase in restricted cash | $ 109,900 | ||
Decrease in restricted cash | 10,743 | ||
Restricted cash current and non current | $ 96,300 |
Schedule of Composition of Inco
Schedule of Composition of Income from Discontinued Operations (Detail) $ in Thousands | 3 Months Ended |
Oct. 31, 2015USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Income from discontinued operations, net of tax | $ 3,358 |
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 | 9,921 |
Cost of goods sold, including occupancy expenses | (2,047) |
Selling, general and administrative expenses | (3,539) |
Other expense, net | 17 |
Income from discontinued operations, before tax | 4,352 |
Income tax expense | (994) |
Income from discontinued operations, net of tax | 3,358 |
Loss (income) from discontinued operations attributable to noncontrolling interest | (1,833) |
Income from discontinued operations attributable to The Gymboree Corporation | $ 1,525 |
Schedule of Income from Discont
Schedule of Income from Discontinued Operations, before Tax (Detail) - Discontinued Operations, Disposed of by Sale - Gymboree Play & Music $ in Thousands | 3 Months Ended |
Oct. 31, 2015USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Income (loss) from discontinued operations, before tax | $ 4,352 |
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 | 1,641 |
Noncontrolling Interest | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Income (loss) from discontinued operations, before tax | $ 2,711 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities for Discontinued Operations (Detail) $ in Thousands | Oct. 31, 2015USD ($) |
ASSETS: | |
Cash and cash equivalents | $ 7,017 |
Total current assets of discontinued operations | 18,549 |
Total other assets of discontinued operations | 57,409 |
LIABILITIES: | |
Other long-term liabilities | 753 |
Discontinued Operations, Disposed of by Sale | Gymboree Play & Music | |
ASSETS: | |
Cash and cash equivalents | 7,017 |
Accounts receivable, net | 5,705 |
Merchandise inventories | 3,859 |
Other current assets | 1,968 |
Total current assets of discontinued operations | 18,549 |
Net property and equipment | 2,966 |
Goodwill | 16,389 |
Other intangible assets, net | 37,439 |
Other assets | 615 |
Total other assets of discontinued operations | 57,409 |
Total assets of discontinued operations | 75,958 |
LIABILITIES: | |
Accounts payable and accrued liabilities | 11,683 |
Other long-term liabilities | 753 |
Total liabilities of discontinued operations | $ 12,436 |
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 | 3 Months Ended | |
Oct. 29, 2016 | Oct. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net cash (used in) provided by operating activities | $ (45,526) | $ 25,628 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash provided by (used in) investing activities | $ 5,248 | (3,196) |
Discontinued Operations, Disposed of by Sale | Gymboree Play & Music | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net cash provided by operating activities of continuing operations | 21,481 | |
Net cash provided by operating activities of discontinued operations | 4,147 | |
Net cash (used in) provided by operating activities | 25,628 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash used in investing activities of continuing operations | (1,242) | |
Net cash used in investing activities of discontinued operations | (1,954) | |
Net cash provided by (used in) investing activities | $ (3,196) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Oct. 29, 2016 | Oct. 31, 2015 | Jul. 30, 2016 | |
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets Fair Value | $ 96,600,000 | $ 0 | $ 110,300,000 |
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 | 69,000 | ||
Liabilities Fair Value | 27,000 | $ 123,000 | |
Under-Performing Stores | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Property and equipment impairment charges | $ 500,000 | $ 200,000 |
Estimated Fair Value of Long-Te
Estimated Fair Value of Long-Term Debt (Detail) - USD ($) $ in Thousands | Oct. 29, 2016 | Jul. 30, 2016 | Oct. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long term debt, Fair Value | $ 619,412 | $ 710,611 | $ 617,942 |
Long term debt, gross | 989,483 | ||
Less unamortized discount and deferred financing costs | (11,752) | (13,679) | (19,342) |
Total | 970,154 | 970,902 | 1,095,760 |
Carrying Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total | 977,731 | 976,429 | 1,095,760 |
Term Loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long term debt, Fair Value | 484,534 | 592,209 | 503,762 |
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 | 85,503 | 68,402 | 114,180 |
Long term debt, gross | 171,006 | 171,006 | $ 346,000 |
ABL Revolving Facility | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long term debt, Fair Value | 49,375 | 50,000 | |
Long term debt, gross | $ 49,375 | $ 50,000 |
Goodwill Allocated to Reportabl
Goodwill Allocated to Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Oct. 29, 2016 | Jul. 30, 2016 | Oct. 31, 2015 | |
Goodwill [Line Items] | |||
Goodwill gross | $ 910,877 | $ 910,877 | $ 910,877 |
Accumulated impairment losses | (547,285) | (547,285) | (547,285) |
Effect of exchange rate fluctuations | (6,811) | (6,551) | (6,573) |
Goodwill | 356,781 | 357,041 | 357,019 |
Retail Stores | |||
Goodwill [Line Items] | |||
Goodwill gross | 887,241 | 887,241 | 887,241 |
Accumulated impairment losses | (547,285) | (547,285) | (547,285) |
Effect of exchange rate fluctuations | (6,811) | (6,551) | (6,573) |
Goodwill | 333,145 | 333,405 | 333,383 |
International Retail Franchise | |||
Goodwill [Line Items] | |||
Goodwill gross | 23,636 | 23,636 | 23,636 |
Goodwill | $ 23,636 | $ 23,636 | $ 23,636 |
Goodwill and Intangible Asset42
Goodwill and Intangible Assets and Liabilities - Additional Information (Detail) - USD ($) $ in Millions | Jul. 30, 2016 | Nov. 28, 2015 |
Goodwill and Intangible Assets Disclosure [Line Items] | ||
Percentage of Fair Value in Excess of Carrying Amount | 40.00% | |
Retail Stores | Gymboree Stores | ||
Goodwill and Intangible Assets Disclosure [Line Items] | ||
Reporting unit, fair value | $ 594 | |
Reporting unit, carrying value | 414 | |
Retail Stores | Gymboree Stores | Trade names | ||
Goodwill and Intangible Assets Disclosure [Line Items] | ||
Indefinite-lived intangible assets, carrying value | 240.5 | |
Retail Stores | Gymboree Stores | Trade names | Estimate of Fair Value Measurement | ||
Goodwill and Intangible Assets Disclosure [Line Items] | ||
Indefinite-lived intangible assets, fair value | 262.1 | |
Retail Stores | Gymboree Outlet Stores | ||
Goodwill and Intangible Assets Disclosure [Line Items] | ||
Reporting unit, fair value | 147 | |
Reporting unit, carrying value | 102.4 | |
Retail Stores | Janie And Jack Shops | ||
Goodwill and Intangible Assets Disclosure [Line Items] | ||
Reporting unit, fair value | $ 274 | |
Reporting unit, carrying value | 77.2 | |
Retail Stores | Janie And Jack Shops | Trade names | ||
Goodwill and Intangible Assets Disclosure [Line Items] | ||
Indefinite-lived intangible assets, carrying value | 42.2 | |
Retail Stores | Janie And Jack Shops | Trade names | Estimate of Fair Value Measurement | ||
Goodwill and Intangible Assets Disclosure [Line Items] | ||
Indefinite-lived intangible assets, fair value | $ 61.6 | |
Retail Stores | Crazy 8 Stores | Trade names | Estimate of Fair Value Measurement | ||
Goodwill and Intangible Assets Disclosure [Line Items] | ||
Indefinite-lived intangible assets, fair value | 15.9 | |
International Retail Franchise | ||
Goodwill and Intangible Assets Disclosure [Line Items] | ||
Reporting unit, fair value | 45 | |
Reporting unit, carrying value | $ 26.2 |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) $ in Thousands | Oct. 29, 2016 | Jul. 30, 2016 | Oct. 31, 2015 |
Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 542,935 | $ 542,935 | $ 544,328 |
Accumulated Amortization | (11,132) | (10,662) | (10,582) |
Accumulated Impairment | (232,200) | (232,200) | (229,600) |
Net Amount | 299,603 | 300,073 | 304,146 |
Intangible Assets Subject to Amortization | |||
Intangible Assets [Line Items] | |||
Gross Carrying Amount | 12,135 | 12,135 | 13,528 |
Accumulated Amortization | (11,132) | (10,662) | (10,582) |
Net Amount | 1,003 | 1,473 | 2,946 |
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) | (232,200) | (229,600) |
Net Amount | $ 298,600 | $ 298,600 | $ 301,200 |
Intangible Liabilities (Detail)
Intangible Liabilities (Detail) - USD ($) $ in Thousands | Oct. 29, 2016 | Jul. 30, 2016 | Oct. 31, 2015 |
Intangible Liabilities [Line Items] | |||
Gross carrying amount | $ (10,240) | $ (10,229) | $ (11,033) |
Accumulated amount | 8,262 | 7,905 | 7,619 |
Net amount | $ (1,978) | $ (2,324) | $ (3,414) |
Net Amortization Expense or Inc
Net Amortization Expense or Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 29, 2016 | Oct. 31, 2015 | |
Cost of Goods Sold | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization income (expense) | $ 226 | $ 198 |
Selling, General and Administrative Expenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization income (expense) | $ (350) | $ (385) |
Line Of Credit Borrowings and L
Line Of Credit Borrowings and Long-Term Debt (Detail) - USD ($) $ in Thousands | Oct. 29, 2016 | Jul. 30, 2016 | Oct. 31, 2015 |
Debt Instrument [Line Items] | |||
Line of credit borrowings | $ 80,000 | $ 42,000 | $ 50,000 |
Principal amount | 989,483 | ||
Less unamortized deferred financing costs | (11,300) | ||
Less unamortized discount | (500) | ||
Long term debt | 977,731 | 976,429 | 1,095,760 |
Less current portion of long-term debt | (7,577) | (5,527) | |
Long-term portion of long-term debt, net of unamortized discount and deferred financing costs | 970,154 | 970,902 | 1,095,760 |
Total line of credit borrowings and long-term debt, net of unamortized discount and deferred financing costs | 1,057,731 | 1,018,429 | 1,145,760 |
ABL Term Loan | |||
Debt Instrument [Line Items] | |||
Principal amount | 49,375 | 50,000 | |
Less unamortized deferred financing costs | (2,691) | (3,228) | |
Long term debt | 46,684 | 46,772 | |
Term Loan | |||
Debt Instrument [Line Items] | |||
Principal amount | 769,102 | 769,102 | 769,102 |
Less unamortized deferred financing costs | (5,137) | (6,062) | (8,760) |
Less unamortized discount | (477) | (563) | (814) |
Long term debt | 763,488 | 762,477 | 759,528 |
Notes | |||
Debt Instrument [Line Items] | |||
Principal amount | 171,006 | 171,006 | 346,000 |
Less unamortized deferred financing costs | (3,447) | (3,826) | (9,768) |
Long term debt | $ 167,559 | $ 167,180 | $ 336,232 |
Line Of Credit Borrowings and47
Line Of Credit Borrowings and Long-Term Debt (Parenthetical) (Detail) | 3 Months Ended | 6 Months Ended | |
Oct. 29, 2016 | Oct. 31, 2015 | Jul. 30, 2016 | |
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 48
Line of Credit and Long-term Debt - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Oct. 29, 2016 | Oct. 31, 2015 | Jul. 30, 2016 | Apr. 22, 2016 | |
Line of Credit Facility [Line Items] | ||||
Line of credit, weighted average interest rate | 2.80% | |||
Long term debt | $ 989,483,000 | |||
Long-term debt, payment amount | $ 625,000 | |||
Domestic subsidiaries, ownership percentage | 100.00% | |||
Deferred financing costs | $ 11,300,000 | |||
Term loan, discount | $ 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 | $ 50,000,000 | ||
Letter of credit, outstanding | 30,800,000 | |||
Line of credit, remaining borrowing capacity | 114,200,000 | |||
Long term debt | 49,375,000 | |||
ABL Revolving Facility | Net of Minimum Amount of Combined Availability And Availability | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, remaining borrowing capacity | $ 92,000,000 | |||
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 | |||
Line of credit, commitment fee | 0.375% | |||
ABL Revolving Facility | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, commitment fee | 0.25% | |||
Revolving Credit Facility | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, borrowing base reserves | $ 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 | |||
Line of credit facility, borrowing base reserves, percentage | 10.00% | |||
ABL Term Loan | ||||
Line of Credit Facility [Line Items] | ||||
Long term debt | $ 49,375,000 | $ 50,000,000 | ||
Long-term debt, payment amount | $ 600,000 | |||
Long-term debt, due date | 2017-12 | |||
Long-term debt, interest rate | 10.25% | |||
Deferred financing costs | $ 2,691,000 | 3,228,000 | ||
ABL Term Loan | Second Amendment | ||||
Line of Credit Facility [Line Items] | ||||
Long-term debt, borrowing base reserves | $ 17,500,000 | |||
Long-term debt, borrowing base reserves, percentage | 10.00% | |||
Interest rate under term loan | 11.10% | |||
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 | $ 171,006,000 | $ 346,000,000 | $ 171,006,000 | |
Long-term debt, amount | $ 400,000,000 | |||
Long-term debt, due date | 2018-12 | 2018-12 | 2018-12 | |
Long-term debt, interest rate | 9.125% | 9.125% | 9.125% | |
Long-term debt, redemption price | 100.00% | |||
Deferred financing costs | $ 3,447,000 | $ 9,768,000 | $ 3,826,000 | |
Notes | Change in Control of Company | ||||
Line of Credit Facility [Line Items] | ||||
Long-term debt, redemption price | 101.00% | |||
Term Loan | ||||
Line of Credit Facility [Line Items] | ||||
Long term debt | $ 769,102,000 | $ 769,102,000 | $ 769,102,000 | |
Interest rate under term loan | 5.00% | |||
Long-term debt, amount | $ 820,000,000 | |||
Long-term debt, due date | 2018-02 | 2018-02 | 2018-02 | |
London interbank offering rate floor | 1.50% | 1.50% | 1.50% | |
Long-term debt, payment percentage | 0.25% | |||
Deferred financing costs | $ 5,137,000 | $ 8,760,000 | $ 6,062,000 | |
Term loan, discount | $ 477,000 | $ 814,000 | $ 563,000 | |
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% |
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 | Oct. 29, 2016USD ($) |
Long Term Debt Maturities Repayments Of Principal [Line Items] | |
Principal payments in July 29, 2017 | $ 4,902 |
Principal payments in July 28, 2018 | 813,575 |
Principal payments in July 27, 2019 | 171,006 |
Total | $ 989,483 |
Sale-Leaseback of Dixon Distr50
Sale-Leaseback of Dixon Distribution Center - Additional Information (Detail) - USD ($) $ in Thousands | May 05, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | Jul. 30, 2016 |
Sale Leaseback Transaction [Line Items] | ||||
Payments related to sale-leaseback financing liability | $ 500 | $ 500 | ||
Interest expense | 19,932 | 21,906 | ||
Net property and equipment | 139,316 | 163,694 | $ 143,751 | |
Sale And Leaseback Transaction | ||||
Sale Leaseback Transaction [Line Items] | ||||
Net proceeds from sale and leaseback agreement | $ 25,900 | |||
Sale and leaseback agreement lease period | 15 years | |||
Unconditional irrevocable letter of credit needs to be maintained | 3,500 | |||
Interest expense | 400 | $ 400 | ||
Net property and equipment | $ 18,400 | |||
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 | Oct. 29, 2016 | Jul. 30, 2016 | Oct. 31, 2015 |
Sale Leaseback Transaction [Line Items] | |||
Remainder of 2017 | $ 1,360 | ||
2,018 | 1,834 | ||
2,019 | 1,856 | ||
2,020 | 1,880 | ||
2,021 | 1,903 | ||
2,022 | 1,927 | ||
Thereafter | 28,485 | ||
Total payments | 39,245 | ||
Less amount representing interest | (12,780) | ||
Less unamortized deferred financing costs | (762) | ||
Total sale-leaseback financing liability, net of unamortized deferred financing costs | 25,703 | ||
Less current portion of sale-leaseback financing liability included in accrued liabilities | (236) | ||
Long-term portion of sale-leaseback financing liability, net of unamortized deferred financing costs | $ 25,467 | $ 25,508 | $ 25,610 |
Outstanding Derivatives Designa
Outstanding Derivatives Designated as Cash Flow Hedges (Detail) - Designated as Hedging Instrument $ in Thousands | Oct. 29, 2016USD ($)Derivative | Jul. 30, 2016USD ($)Derivative | Oct. 31, 2015USD ($)Derivative |
Derivative [Line Items] | |||
Number of derivative instruments | Derivative | 6 | 9 | 7 |
Notional | $ | $ 703,571 | $ 708,666 | $ 704,468 |
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 | 2 | 5 | 3 |
Notional | $ | $ 3,571 | $ 8,666 | $ 4,468 |
Derivative Financial Instrume53
Derivative Financial Instruments - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Oct. 29, 2016 | Jul. 30, 2016 | |
Derivative [Line Items] | ||
Forward exchange contracts term | 1 year | |
Derivatives | ||
Derivative [Line Items] | ||
Interest rate caps, maturity date | Dec. 23, 2016 | |
Not Designated as Hedging Instrument | Forward foreign exchange contracts | ||
Derivative [Line Items] | ||
Notional amount | $ 3,500,000 | $ 1,500,000 |
Effect of Derivative Financial
Effect of Derivative Financial Instruments on Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 29, 2016 | Oct. 31, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gains / (Losses) Recognized in OCI on Derivative (Effective Portion) | $ 114 | $ (23) |
Gains / (Losses) Reclassified from Accumulated OCI into Income (Effective Portion) | (1,596) | (992) |
Interest rate derivatives | Interest rate caps | Interest Expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gains / (Losses) Recognized in OCI on Derivative (Effective Portion) | (1) | |
Gains / (Losses) Reclassified from Accumulated OCI into Income (Effective Portion) | (1,369) | (1,044) |
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) | 114 | (22) |
Gains / (Losses) Reclassified from Accumulated OCI into Income (Effective Portion) | $ (227) | $ 52 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | Oct. 29, 2016 | Jul. 30, 2016 | Oct. 31, 2015 |
Income Taxes [Line Items] | |||
Unrecognized tax benefits | $ 6.1 | $ 6.3 | $ 7.4 |
Unrecognized tax benefits decrease during next twelve months | 0.8 | ||
Valuation allowance | $ 30.2 | $ 30.6 | $ 79.3 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Subsequent Event - California $ in Millions | Dec. 01, 2016USD ($)ft² |
Commitments and Contingencies Disclosure [Line Items] | |
Office space under lease agreement | ft² | 80,000 |
Sublease commencement date | Apr. 1, 2017 |
Sublease expiration date | Jul. 15, 2022 |
Sublease expiration extended Date | Jul. 15, 2025 |
Total minimum base rent | $ 20 |
Sublease extension term | 3 years |
Security deposit | $ 5.7 |
Components of Accumulated OCI,
Components of Accumulated OCI, net of Taxes (Detail) - USD ($) $ in Thousands | Oct. 29, 2016 | Jul. 30, 2016 | Oct. 31, 2015 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Foreign currency translation | $ (8,377) | $ (8,003) | $ (7,803) |
Accumulated changes in fair value of derivative financial instruments, net of tax | 1,673 | 579 | (2,615) |
Total accumulated other comprehensive loss | $ (6,704) | $ (7,424) | $ (10,418) |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income Balance by Component (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Oct. 29, 2016 | Oct. 31, 2015 | Jul. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | $ (273,273) | ||
Total other comprehensive income, net of tax | 720 | $ 368 | |
Ending balance | (283,069) | (386,467) | $ (273,273) |
Derivatives | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | 579 | (3,225) | (1,586) |
Other comprehensive (loss) income recognized before reclassifications | 114 | (23) | (525) |
Amounts reclassified from accumulated other comprehensive loss to earnings | 1,596 | 992 | 2,690 |
Tax expense | (616) | (359) | |
Total other comprehensive income, net of tax | 1,094 | 610 | 2,165 |
Ending balance | 1,673 | (2,615) | 579 |
Foreign Currency | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (8,003) | (7,758) | (9,236) |
Other comprehensive (loss) income recognized before reclassifications | (374) | (242) | 1,233 |
Total other comprehensive income, net of tax | (374) | (242) | 1,233 |
Other comprehensive income (loss) attributable to noncontrolling interest | 197 | ||
Ending balance | (8,377) | (7,803) | (8,003) |
Total Accumulated Comprehensive (Loss) Income Including Noncontrolling Interest | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (7,424) | (10,983) | (10,822) |
Other comprehensive (loss) income recognized before reclassifications | (260) | (265) | 708 |
Amounts reclassified from accumulated other comprehensive loss to earnings | 1,596 | 992 | 2,690 |
Tax expense | (616) | (359) | |
Total other comprehensive income, net of tax | 720 | 368 | 3,398 |
Other comprehensive income (loss) attributable to noncontrolling interest | 197 | ||
Ending balance | $ (6,704) | $ (10,418) | $ (7,424) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Oct. 29, 2016 | Oct. 31, 2015 | Jul. 30, 2016 | |
Bain Capital Private Equity Lp | |||
Related Party Transaction [Line Items] | |||
Payment for management service fee and reimbursement of out-of-pocket expenses | $ 0.8 | $ 0.5 | |
Payable to related parties | 1.7 | 1.4 | $ 1.6 |
Bain Capital Private Equity Lp | Gymboree Play & Music | |||
Related Party Transaction [Line Items] | |||
Payable to related parties | 1.3 | 1.3 | |
LogicSource | |||
Related Party Transaction [Line Items] | |||
Payable to related parties | 0.1 | 0.2 | |
Purchased services | 0.3 | 0.4 | |
Giraffe Holding, Inc | |||
Related Party Transaction [Line Items] | |||
Receivable from related parties | $ 0.4 | $ 0.3 | $ 0.4 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended |
Oct. 29, 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 | |
Oct. 29, 2016 | Oct. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | $ 279,827 | $ 295,520 |
Reportable segment, gross profit | 107,005 | 114,907 |
Retail Stores | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | 276,310 | 289,653 |
Retail Stores | VIE | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | 1,805 | |
International Retail Franchise | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | 3,517 | 5,867 |
Operating Segments | VIE | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | 1,805 | |
Reportable segment, gross profit | 275 | |
Operating Segments | Retail Stores | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | 276,310 | 287,848 |
Reportable segment, gross profit | 105,320 | 111,605 |
Operating Segments | International Retail Franchise | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | 3,517 | 6,029 |
Reportable segment, gross profit | $ 1,685 | 3,189 |
Intersegment elimination | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | (162) | |
Reportable segment, gross profit | (162) | |
Intersegment elimination | International Retail Franchise | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | $ (162) |
Net Retail Sales of Retail Stor
Net Retail Sales of Retail Stores Segment and VIE (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Oct. 29, 2016 | Oct. 31, 2015 | ||
Segment Reporting Information [Line Items] | |||
Reportable segment, sales | $ 279,827 | $ 295,520 | |
Retail Stores | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, sales | 276,310 | 289,653 | |
Retail Stores | Balance Before Consolidation of VIEs | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, sales | 276,310 | 287,848 | |
Retail Stores | Balance Before Consolidation of VIEs | Gymboree Retail and Gymboree Outlet | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, sales | [1] | 176,471 | 186,423 |
Retail Stores | Balance Before Consolidation of VIEs | Janie And Jack Shops | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, sales | 35,018 | 33,600 | |
Retail Stores | Balance Before Consolidation of VIEs | Crazy 8 Stores | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, sales | $ 64,821 | 67,825 | |
Retail Stores | VIE | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, sales | $ 1,805 | ||
[1] | This includes the net retail sales for Gymboree Retail and Gymboree Outlet operating segments. |
Intersegment Revenues for Each
Intersegment Revenues for Each Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 29, 2016 | Oct. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | $ 279,827 | $ 295,520 |
International Retail Franchise | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | $ 3,517 | 5,867 |
Intersegment elimination | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | (162) | |
Intersegment elimination | International Retail Franchise | ||
Segment Reporting Information [Line Items] | ||
Reportable segment, sales | $ (162) |
Total Assets of Each Reportable
Total Assets of Each Reportable Segment (Detail) - USD ($) $ in Thousands | Oct. 29, 2016 | Jul. 30, 2016 | Oct. 31, 2015 |
Segment Reporting Information [Line Items] | |||
Reportable segment, Total assets | $ 1,193,122 | $ 1,178,512 | $ 1,222,619 |
Continuing Operations | Operating Segments | VIE | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, Total assets | 8,608 | ||
Continuing Operations | Operating Segments | Retail Stores | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, Total assets | 1,167,556 | 1,151,745 | 1,111,219 |
Continuing Operations | Operating Segments | International Retail Franchise | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, Total assets | $ 25,566 | $ 26,767 | 27,710 |
Continuing Operations | Intersegment elimination | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, Total assets | (876) | ||
Discontinued Operations | |||
Segment Reporting Information [Line Items] | |||
Reportable segment, Total assets | $ 75,958 |
Net Sales and Property and Equi
Net Sales and Property and Equipment, Net of Each Geographical Areas (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Oct. 29, 2016 | Oct. 31, 2015 | Jul. 30, 2016 | |
Geographic Reporting Disclosure [Line Items] | |||
Net sales | $ 279,827 | $ 295,520 | |
Property and equipment, net | 139,316 | 163,694 | $ 143,751 |
UNITED STATES | |||
Geographic Reporting Disclosure [Line Items] | |||
Net sales | 267,372 | 281,377 | |
Property and equipment, net | 134,142 | 156,731 | 138,384 |
International geographical segment | |||
Geographic Reporting Disclosure [Line Items] | |||
Net sales | 12,455 | 14,143 | |
Property and equipment, net | $ 5,174 | $ 6,963 | $ 5,367 |
Condensed Guarantor Data - Addi
Condensed Guarantor Data - Additional Information (Detail) | Oct. 29, 2016 |
Condensed Financial Statements, Captions [Line Items] | |
Domestic subsidiaries, ownership percentage | 100.00% |
Condensed Consolidating Stateme
Condensed Consolidating Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 29, 2016 | Oct. 31, 2015 | |
Net sales: | ||
Net sales | $ 279,827 | $ 295,520 |
Cost of goods sold, including buying and occupancy expenses | (172,822) | (180,613) |
Gross profit | 107,005 | 114,907 |
Selling, general and administrative expenses | (105,154) | (105,027) |
Operating (loss) income | 1,851 | 9,880 |
Interest expense | (19,932) | (21,906) |
Other income (expense), net | 135 | (149) |
Income (loss) from continuing operations before taxes | (17,946) | (12,175) |
Income tax benefit (expense) | 7,054 | (835) |
(Loss) income from continuing operations, net of tax | (10,892) | (13,010) |
Income from discontinued operations, net of tax | 3,358 | |
Net (loss) income | (10,892) | (9,652) |
Net (loss) income attributable to noncontrolling interest | (376) | |
Net (loss) income attributable to The Gymboree Corporation | (10,892) | (10,028) |
Retail Stores | ||
Net sales: | ||
Net sales | 276,310 | 289,653 |
International Retail Franchise | ||
Net sales: | ||
Net sales | 3,517 | 5,867 |
Eliminations | ||
Net sales: | ||
Net sales | (31,096) | (32,788) |
Cost of goods sold, including buying and occupancy expenses | 7,210 | 8,364 |
Gross profit | (23,886) | (24,424) |
Selling, general and administrative expenses | 23,872 | 24,371 |
Operating (loss) income | (14) | (53) |
Income (loss) from continuing operations before taxes | (14) | (53) |
Equity in earnings of affiliates, net of tax | (5,262) | (12,004) |
(Loss) income from continuing operations, net of tax | (12,057) | |
Net (loss) income | (5,276) | (12,057) |
Net (loss) income attributable to The Gymboree Corporation | (12,057) | |
Eliminations | Retail Stores | ||
Net sales: | ||
Net sales | (7,239) | (8,462) |
Eliminations | Intercompany revenue | ||
Net sales: | ||
Net sales | (23,857) | (24,326) |
The Gymboree Corporation | ||
Net sales: | ||
Net sales | 17,067 | 16,613 |
Cost of goods sold, including buying and occupancy expenses | (1,687) | (2,156) |
Gross profit | 15,380 | 14,457 |
Selling, general and administrative expenses | (23,152) | (22,809) |
Operating (loss) income | (7,772) | (8,352) |
Interest expense | (19,490) | (21,417) |
Other income (expense), net | 81 | (185) |
Income (loss) from continuing operations before taxes | (27,181) | (29,954) |
Income tax benefit (expense) | 11,027 | 7,208 |
Equity in earnings of affiliates, net of tax | 5,262 | 12,004 |
(Loss) income from continuing operations, net of tax | (10,742) | |
Income from discontinued operations, net of tax | 714 | |
Net (loss) income | (10,892) | (10,028) |
Net (loss) income attributable to The Gymboree Corporation | (10,028) | |
The Gymboree Corporation | Retail Stores | ||
Net sales: | ||
Net sales | 699 | 375 |
The Gymboree Corporation | Intercompany revenue | ||
Net sales: | ||
Net sales | 16,368 | 16,238 |
Guarantor Subsidiaries | ||
Net sales: | ||
Net sales | 280,756 | 296,413 |
Cost of goods sold, including buying and occupancy expenses | (169,318) | (175,953) |
Gross profit | 111,438 | 120,460 |
Selling, general and administrative expenses | (102,123) | (101,017) |
Operating (loss) income | 9,315 | 19,443 |
Interest expense | (416) | (489) |
Other income (expense), net | 45 | (1) |
Income (loss) from continuing operations before taxes | 8,944 | 18,953 |
Income tax benefit (expense) | (3,614) | (8,017) |
(Loss) income from continuing operations, net of tax | 10,936 | |
Income from discontinued operations, net of tax | 811 | |
Net (loss) income | 5,330 | 11,747 |
Net (loss) income attributable to The Gymboree Corporation | 11,747 | |
Guarantor Subsidiaries | Retail Stores | ||
Net sales: | ||
Net sales | 269,885 | 283,017 |
Guarantor Subsidiaries | International Retail Franchise | ||
Net sales: | ||
Net sales | 3,517 | 5,867 |
Guarantor Subsidiaries | Intercompany revenue | ||
Net sales: | ||
Net sales | 7,354 | 7,529 |
Non-Guarantor Subsidiaries | ||
Net sales: | ||
Net sales | 13,100 | 15,282 |
Cost of goods sold, including buying and occupancy expenses | (9,027) | (10,868) |
Gross profit | 4,073 | 4,414 |
Selling, general and administrative expenses | (3,751) | (5,572) |
Operating (loss) income | 322 | (1,158) |
Interest expense | (26) | |
Other income (expense), net | 9 | 37 |
Income (loss) from continuing operations before taxes | 305 | (1,121) |
Income tax benefit (expense) | (359) | (26) |
(Loss) income from continuing operations, net of tax | (1,147) | |
Income from discontinued operations, net of tax | 1,833 | |
Net (loss) income | (54) | 686 |
Net (loss) income attributable to noncontrolling interest | (376) | |
Net (loss) income attributable to The Gymboree Corporation | 310 | |
Non-Guarantor Subsidiaries | Retail Stores | ||
Net sales: | ||
Net sales | 12,965 | 14,723 |
Non-Guarantor Subsidiaries | Intercompany revenue | ||
Net sales: | ||
Net sales | $ 135 | $ 559 |
Condensed Consolidating State68
Condensed Consolidating Statements of Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 29, 2016 | Oct. 31, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net (loss) income | $ (10,892) | $ (9,652) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments, net of tax | (374) | (242) |
Unrealized net gain (loss) on cash flow hedges, net of tax | 1,094 | 610 |
Total other comprehensive income (loss), net of tax | 720 | 368 |
Comprehensive (loss) income | (10,172) | (9,284) |
Comprehensive income attributable to noncontrolling interest | (179) | |
Comprehensive (loss) income attributable to The Gymboree Corporation | (10,172) | (9,463) |
Eliminations | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net (loss) income | (5,276) | (12,057) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments, net of tax | 368 | 34 |
Unrealized net gain (loss) on cash flow hedges, net of tax | (341) | 73 |
Total other comprehensive income (loss), net of tax | 27 | 107 |
Comprehensive (loss) income | (5,249) | (11,950) |
Comprehensive (loss) income attributable to The Gymboree Corporation | (11,950) | |
The Gymboree Corporation | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net (loss) income | (10,892) | (10,028) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments, net of tax | (374) | (44) |
Unrealized net gain (loss) on cash flow hedges, net of tax | 1,094 | 609 |
Total other comprehensive income (loss), net of tax | 720 | 565 |
Comprehensive (loss) income | (10,172) | (9,463) |
Comprehensive (loss) income attributable to The Gymboree Corporation | (9,463) | |
Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net (loss) income | 5,330 | 11,747 |
Other comprehensive income (loss): | ||
Comprehensive (loss) income | 5,330 | 11,747 |
Comprehensive (loss) income attributable to The Gymboree Corporation | 11,747 | |
Non-Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net (loss) income | (54) | 686 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments, net of tax | (368) | (232) |
Unrealized net gain (loss) on cash flow hedges, net of tax | 341 | (72) |
Total other comprehensive income (loss), net of tax | (27) | (304) |
Comprehensive (loss) income | $ (81) | 382 |
Comprehensive income attributable to noncontrolling interest | (179) | |
Comprehensive (loss) income attributable to The Gymboree Corporation | $ 203 |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheets (Detail) - USD ($) $ in Thousands | Oct. 29, 2016 | Jul. 30, 2016 | Oct. 31, 2015 |
Current assets: | |||
Cash and cash equivalents | $ 9,720 | $ 12,636 | $ 17,260 |
Restricted cash | 27,524 | 33,505 | |
Accounts receivable, net of allowance | 15,138 | 12,290 | 16,782 |
Merchandise inventories | 263,127 | 232,959 | 261,550 |
Prepaid income taxes | 2,062 | 2,046 | 2,577 |
Prepaid expenses | 5,784 | 4,917 | 6,546 |
Deferred income taxes | 5,941 | ||
Current assets of discontinued operations | 18,549 | ||
Total current assets | 323,355 | 298,353 | 329,205 |
Property and equipment, net | 139,316 | 143,751 | 163,694 |
Goodwill | 356,781 | 357,041 | 357,019 |
Other intangible assets, net | 299,603 | 300,073 | 304,146 |
Restricted cash | 68,804 | 73,566 | 4,535 |
Other assets | 5,263 | 5,728 | 6,611 |
Other assets of discontinued operations | 57,409 | ||
Total assets | 1,193,122 | 1,178,512 | 1,222,619 |
Current liabilities: | |||
Accounts payable | 130,575 | 134,498 | 131,020 |
Accrued and other current liabilities | 102,346 | 111,909 | 105,106 |
Line of credit borrowings | 80,000 | 42,000 | 50,000 |
Current obligation under capital lease | 591 | ||
Current portion of ABL term loan | 7,577 | 5,527 | |
Current liabilities of discontinued operations | 11,683 | ||
Total current liabilities | 320,498 | 293,934 | 298,400 |
Long-term liabilities: | |||
Long-term debt, net | 970,154 | 970,902 | 1,095,760 |
Long-term sale-leaseback financing liability | 25,467 | 25,508 | 25,610 |
Long-term obligation under capital lease, net | 2,402 | ||
Lease incentives and other liabilities | 49,277 | 50,642 | 56,778 |
Deferred income taxes | 110,795 | 110,799 | 129,383 |
Other long-term liabilities of discontinued operations | 753 | ||
Total liabilities | 1,476,191 | 1,451,785 | 1,609,086 |
Total stockholders' (deficit) equity | (283,069) | (273,273) | (398,339) |
Noncontrolling interest | 11,872 | ||
Total liabilities and stockholders' (deficit) equity | 1,193,122 | 1,178,512 | 1,222,619 |
Eliminations | |||
Current assets: | |||
Merchandise inventories | (437) | (417) | (418) |
Deferred income taxes | (8,469) | ||
Intercompany receivable | (665,489) | (689,046) | (597,140) |
Current assets of discontinued operations | (38,136) | ||
Total current assets | (665,926) | (689,463) | (644,163) |
Other assets | (296) | (471) | (1,246) |
Investment in subsidiaries | (1,378,604) | (1,373,355) | (1,404,175) |
Total assets | (2,044,826) | (2,063,289) | (2,049,584) |
Current liabilities: | |||
Accrued and other current liabilities | 210 | ||
Deferred income taxes | (8,679) | ||
Intercompany payable | (665,926) | (689,463) | (634,333) |
Current liabilities of discontinued operations | (1,361) | ||
Total current liabilities | (665,926) | (689,463) | (644,163) |
Long-term liabilities: | |||
Deferred income taxes | (296) | (471) | (1,246) |
Total liabilities | (666,222) | (689,934) | (645,409) |
Total stockholders' (deficit) equity | (1,378,604) | (1,373,355) | (1,404,175) |
Total liabilities and stockholders' (deficit) equity | (2,044,826) | (2,063,289) | (2,049,584) |
The Gymboree Corporation | |||
Current assets: | |||
Cash and cash equivalents | 1,007 | 4,952 | 1,091 |
Restricted cash | 27,524 | 33,505 | |
Accounts receivable, net of allowance | 1,668 | 1,486 | 493 |
Prepaid income taxes | 1,333 | 1,332 | 1,514 |
Prepaid expenses | 3,859 | 3,409 | 3,838 |
Intercompany receivable | 890 | 1,311 | |
Total current assets | 36,281 | 45,995 | 6,936 |
Property and equipment, net | 14,409 | 15,783 | 13,408 |
Restricted cash | 68,804 | 73,566 | 4,535 |
Other assets | 1,706 | 2,043 | 3,261 |
Investment in subsidiaries | 1,378,604 | 1,373,355 | 1,404,175 |
Total assets | 1,499,804 | 1,510,742 | 1,432,315 |
Current liabilities: | |||
Accounts payable | 5,466 | 8,255 | 7,097 |
Accrued and other current liabilities | 37,171 | 50,370 | 33,102 |
Deferred income taxes | 8,679 | ||
Line of credit borrowings | 80,000 | 42,000 | 50,000 |
Current portion of ABL term loan | 7,577 | 5,527 | |
Intercompany payable | 660,884 | 685,536 | 628,692 |
Total current liabilities | 791,098 | 791,688 | 727,570 |
Long-term liabilities: | |||
Long-term debt, net | 970,154 | 970,902 | 1,095,760 |
Lease incentives and other liabilities | 5,015 | 5,227 | 5,549 |
Deferred income taxes | 16,606 | 16,198 | 1,775 |
Total liabilities | 1,782,873 | 1,784,015 | 1,830,654 |
Total stockholders' (deficit) equity | (283,069) | (273,273) | (398,339) |
Total liabilities and stockholders' (deficit) equity | 1,499,804 | 1,510,742 | 1,432,315 |
Guarantor Subsidiaries | |||
Current assets: | |||
Cash and cash equivalents | 4,980 | 4,607 | 4,119 |
Accounts receivable, net of allowance | 12,085 | 10,009 | 15,614 |
Merchandise inventories | 259,150 | 229,118 | 253,689 |
Prepaid income taxes | 588 | 578 | 821 |
Prepaid expenses | 1,915 | 1,508 | 2,250 |
Deferred income taxes | 14,250 | ||
Intercompany receivable | 664,599 | 687,735 | 596,089 |
Current assets of discontinued operations | 41,955 | ||
Total current assets | 943,317 | 933,555 | 928,787 |
Property and equipment, net | 119,302 | 122,147 | 142,801 |
Goodwill | 346,818 | 346,818 | 346,818 |
Other intangible assets, net | 299,579 | 300,043 | 304,102 |
Other assets | 1,191 | 1,474 | 1,196 |
Other assets of discontinued operations | 54,634 | ||
Total assets | 1,710,207 | 1,704,037 | 1,778,338 |
Current liabilities: | |||
Accounts payable | 124,922 | 126,103 | 122,470 |
Accrued and other current liabilities | 63,940 | 60,121 | 68,592 |
Current obligation under capital lease | 591 | ||
Current liabilities of discontinued operations | 2,815 | ||
Total current liabilities | 188,862 | 186,224 | 194,468 |
Long-term liabilities: | |||
Long-term sale-leaseback financing liability | 25,467 | 25,508 | 25,610 |
Long-term obligation under capital lease, net | 2,402 | ||
Lease incentives and other liabilities | 39,780 | 40,951 | 47,169 |
Deferred income taxes | 94,485 | 95,072 | 128,833 |
Other long-term liabilities of discontinued operations | 438 | ||
Total liabilities | 348,594 | 347,755 | 398,920 |
Total stockholders' (deficit) equity | 1,361,613 | 1,356,282 | 1,379,418 |
Total liabilities and stockholders' (deficit) equity | 1,710,207 | 1,704,037 | 1,778,338 |
Non-Guarantor Subsidiaries | |||
Current assets: | |||
Cash and cash equivalents | 3,733 | 3,077 | 12,050 |
Accounts receivable, net of allowance | 1,385 | 795 | 675 |
Merchandise inventories | 4,414 | 4,258 | 8,279 |
Prepaid income taxes | 141 | 136 | 242 |
Prepaid expenses | 10 | 458 | |
Deferred income taxes | 160 | ||
Intercompany receivable | 1,051 | ||
Current assets of discontinued operations | 14,730 | ||
Total current assets | 9,683 | 8,266 | 37,645 |
Property and equipment, net | 5,605 | 5,821 | 7,485 |
Goodwill | 9,963 | 10,223 | 10,201 |
Other intangible assets, net | 24 | 30 | 44 |
Other assets | 2,662 | 2,682 | 3,400 |
Other assets of discontinued operations | 2,775 | ||
Total assets | 27,937 | 27,022 | 61,550 |
Current liabilities: | |||
Accounts payable | 187 | 140 | 1,453 |
Accrued and other current liabilities | 1,235 | 1,418 | 3,202 |
Intercompany payable | 5,042 | 3,927 | 5,641 |
Current liabilities of discontinued operations | 10,229 | ||
Total current liabilities | 6,464 | 5,485 | 20,525 |
Long-term liabilities: | |||
Lease incentives and other liabilities | 4,482 | 4,464 | 4,060 |
Deferred income taxes | 21 | ||
Other long-term liabilities of discontinued operations | 315 | ||
Total liabilities | 10,946 | 9,949 | 24,921 |
Total stockholders' (deficit) equity | 16,991 | 17,073 | 24,757 |
Noncontrolling interest | 11,872 | ||
Total liabilities and stockholders' (deficit) equity | $ 27,937 | $ 27,022 | $ 61,550 |
Condensed Consolidating State70
Condensed Consolidating Statements of Cash Flows (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Oct. 29, 2016 | Oct. 31, 2015 | Jul. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash (used in) provided by operating activities | $ (45,526) | $ 25,628 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (5,495) | (5,070) | |
Decrease in restricted cash | 10,743 | 3,622 | |
Increase in related party loan receivable | (1,741) | ||
Other | (7) | ||
Net cash provided by (used in) investing activities | 5,248 | (3,196) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from ABL facility | 169,000 | 107,000 | |
Payments on ABL facility | (131,000) | (127,000) | |
Payments for deferred financing costs | (1,452) | ||
Payments on ABL term loan | (625) | ||
Payments on capital lease and sale-leaseback financing liability | (54) | (185) | |
Net cash provided by (used in) financing activities | 37,321 | (21,637) | |
Effect of exchange rate fluctuations on cash and cash equivalents | 41 | (15) | |
Net (decrease) increase in cash and cash equivalents | (2,916) | 780 | |
CASH AND CASH EQUIVALENTS: | |||
Cash and cash equivalents, beginning of period | 12,636 | 23,497 | |
Cash and cash equivalents, end of period | 9,720 | 24,277 | |
Less - cash and cash equivalents of discontinued operations, end of period | 7,017 | ||
Cash and cash equivalents of continuing operations, end of period | 9,720 | 17,260 | $ 12,636 |
Eliminations | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Intercompany transfers | (19,293) | 48,866 | |
Net cash provided by (used in) investing activities | (19,293) | 48,866 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Intercompany transfers | 19,293 | (48,866) | |
Net cash provided by (used in) financing activities | 19,293 | (48,866) | |
The Gymboree Corporation | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash (used in) provided by operating activities | (31,652) | (28,711) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (496) | (1,502) | |
Decrease in restricted cash | 10,743 | 3,622 | |
Intercompany transfers | 421 | 2,726 | |
Net cash provided by (used in) investing activities | 10,668 | 4,846 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Intercompany transfers | (20,336) | 44,455 | |
Proceeds from ABL facility | 169,000 | 107,000 | |
Payments on ABL facility | (131,000) | (127,000) | |
Payments for deferred financing costs | (1,679) | ||
Payments on ABL term loan | (625) | ||
Net cash provided by (used in) financing activities | 17,039 | 22,776 | |
Net (decrease) increase in cash and cash equivalents | (3,945) | (1,089) | |
CASH AND CASH EQUIVALENTS: | |||
Cash and cash equivalents, beginning of period | 4,952 | 2,180 | |
Cash and cash equivalents, end of period | 1,007 | 1,091 | |
Cash and cash equivalents of continuing operations, end of period | 1,007 | 1,091 | 4,952 |
Guarantor Subsidiaries | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash (used in) provided by operating activities | (13,563) | 54,028 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (4,882) | (2,957) | |
Intercompany transfers | 18,872 | (50,614) | |
Other | 5 | ||
Net cash provided by (used in) investing activities | 13,990 | (53,566) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Intercompany transfers | (73) | ||
Payments for deferred financing costs | 227 | ||
Payments on capital lease and sale-leaseback financing liability | (54) | (185) | |
Net cash provided by (used in) financing activities | (54) | (31) | |
Net (decrease) increase in cash and cash equivalents | 373 | 431 | |
CASH AND CASH EQUIVALENTS: | |||
Cash and cash equivalents, beginning of period | 4,607 | 3,649 | |
Cash and cash equivalents, end of period | 4,980 | 4,080 | |
Less - cash and cash equivalents of discontinued operations, end of period | (39) | ||
Cash and cash equivalents of continuing operations, end of period | 4,980 | 4,119 | 4,607 |
Non-Guarantor Subsidiaries | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash (used in) provided by operating activities | (311) | 311 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (117) | (611) | |
Increase in related party loan receivable | (1,741) | ||
Intercompany transfers | (978) | ||
Other | (12) | ||
Net cash provided by (used in) investing activities | (117) | (3,342) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Intercompany transfers | 1,043 | 4,484 | |
Net cash provided by (used in) financing activities | 1,043 | 4,484 | |
Effect of exchange rate fluctuations on cash and cash equivalents | 41 | (15) | |
Net (decrease) increase in cash and cash equivalents | 656 | 1,438 | |
CASH AND CASH EQUIVALENTS: | |||
Cash and cash equivalents, beginning of period | 3,077 | 17,668 | |
Cash and cash equivalents, end of period | 3,733 | 19,106 | |
Less - cash and cash equivalents of discontinued operations, end of period | 7,056 | ||
Cash and cash equivalents of continuing operations, end of period | $ 3,733 | $ 12,050 | $ 3,077 |