Gymboree (GYMB) 10-Q 9 Dec 16 2017 Q1 Quarterly report Financial data

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