Gymboree (GYMB) 10-Q 14 Mar 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jan. 28, 2017	Mar. 14, 2017
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jan. 28, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2
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		6 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 28, 2017	Jan. 30, 2016
Net sales:
Net sales	$ 356,834	$ 381,400	$ 636,661	$ 676,920
Cost of goods sold, including buying and occupancy expenses	(240,423)	(232,576)	(413,245)	(413,189)
Gross profit	116,411	148,824	223,416	263,731
Selling, general and administrative expenses	(106,210)	(122,393)	(211,364)	(227,420)
Goodwill and intangible asset impairment	(368,069)		(368,069)
Operating (loss) income	(357,868)	26,431	(356,017)	36,311
Interest expense	(19,433)	(21,377)	(39,365)	(43,283)
Gain on extinguishment of debt		41,522		41,522
Other income (expense), net	81	(459)	216	(608)
(Loss) income from continuing operations before taxes	(377,220)	46,117	(395,166)	33,942
Income tax benefit (expense)	52,285	(184)	59,339	(1,019)
(Loss) income from continuing operations, net of tax	(324,935)	45,933	(335,827)	32,923
Income from discontinued operations, net of tax		2,829		6,187
Net (loss) income	(324,935)	48,762	(335,827)	39,110
Net loss attributable to noncontrolling interest		677		301
Net (loss) income attributable to The Gymboree Corporation	(324,935)	49,439	(335,827)	39,411
Retail Stores
Net sales:
Net sales	352,898	376,230	629,208	665,883
International Retail Franchise
Net sales:
Net sales	$ 3,936	$ 5,170	$ 7,453	$ 11,037

CONDENSED CONSOLIDATED STATEME3

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 28, 2017	Jan. 30, 2016
Net (loss) income	$ (324,935)	$ 48,762	$ (335,827)	$ 39,110
Other comprehensive (loss) income:
Foreign currency translation adjustments	(68)	(1,914)	(442)	(2,156)
Unrealized net (loss) gain on cash flow hedges, net of tax	(1,569)	1,029	(475)	1,639
Total other comprehensive (loss) income	(1,637)	(885)	(917)	(517)
Comprehensive (loss) income	(326,572)	47,877	(336,744)	38,593
Comprehensive loss attributable to noncontrolling interest		1,158		979
Comprehensive (loss) income attributable to The Gymboree Corporation	$ (326,572)	$ 49,035	$ (336,744)	$ 39,572

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jan. 28, 2017	Jul. 30, 2016	Jan. 30, 2016
Current assets:
Cash and cash equivalents	$ 22,119	$ 12,636	$ 9,774
Restricted cash	24,018	33,505
Accounts receivable, net of allowance of $380, $270 and $331	14,899	12,290	21,107
Merchandise inventories	210,895	232,959	202,832
Prepaid income taxes	2,062	2,046	2,196
Prepaid expenses	5,510	4,917	6,336
Current assets of discontinued operations			18,210
Total current assets	279,503	298,353	260,455
Property and equipment, net	134,038	143,751	155,550
Goodwill	123,140	357,041	356,348
Other intangible assets, net	164,874	300,073	303,608
Restricted cash	49,015	73,566
Other assets	4,928	5,728	6,170
Other assets of discontinued operations			58,345
Total assets	755,498	1,178,512	1,140,476
Current liabilities:
Accounts payable	117,352	134,498	107,866
Accrued and other current liabilities	80,740	111,909	90,281
Line of credit borrowings	54,000	42,000	19,000
Current portion of long-term debt, net	53,111	5,527
Current obligation under capital lease			605
Current liabilities of discontinued operations			13,300
Total current liabilities	305,203	293,934	231,052
Long-term liabilities:
Long-term debt, net	925,928	970,902	1,040,506
Long-term sale-leaseback financing liability, net	25,426	25,508	25,578
Long-term obligation under capital lease			2,245
Lease incentives and other liabilities	41,252	44,167	49,355
Unrecognized tax benefits	6,397	6,475	5,075
Deferred income taxes	60,440	110,799	124,243
Long-term liabilities of discontinued operations			310
Total liabilities	1,364,646	1,451,785	1,478,364
Commitments and contingencies
Stockholders' deficit:
Common stock, including additional paid-in capital ($0.001 par value: 1,000 shares authorized, issued and outstanding)	527,871	527,002	525,759
Accumulated deficit	(1,128,678)	(792,851)	(863,539)
Accumulated other comprehensive loss	(8,341)	(7,424)	(10,822)
Total stockholders' deficit	(609,148)	(273,273)	(348,602)
Noncontrolling interest			10,714
Total deficit	(609,148)	(273,273)	(337,888)
Total liabilities and stockholders' (deficit) equity	$ 755,498	$ 1,178,512	$ 1,140,476

CONDENSED CONSOLIDATED BALANCE5

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jan. 28, 2017	Jul. 30, 2016	Jan. 30, 2016
Accounts receivable, allowance	$ 380	$ 270	$ 331
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	6 Months Ended
	Jan. 28, 2017	Jan. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$ (335,827)	$ 39,110
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Goodwill and intangible asset impairment	368,069
Depreciation and amortization	18,698	20,459
Gain on extinguishment of debt		(41,522)
Inventory write-down	12,999	448
Amortization of deferred financing costs and accretion of original issue discount	4,623	4,164
Non-cash interest expense	2,210	2,168
Loss on disposal/impairment of assets	2,931	3,720
Deferred income taxes	(53,673)	(1,204)
Share-based compensation expense	869	1,515
Other	(266)	549
Change in assets and liabilities:
Accounts receivable	(2,614)	(604)
Merchandise inventories	9,314	35,314
Prepaid income taxes	(16)	425
Prepaid expenses and other assets	(230)	12,935
Accounts payable	(17,145)	(14,764)
Accrued and other current liabilities	(30,785)	9,509
Lease incentives and other liabilities	(2,291)	(1,116)
Net cash (used in) provided by operating activities	(23,134)	71,106
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(12,139)	(13,907)
Decrease in restricted cash	34,038	8,157
Increase in related party loan receivable		(1,741)
Other		161
Net cash provided by (used in) investing activities	21,899	(7,330)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from ABL facility	319,000	187,000
Payments on ABL facility	(307,000)	(238,000)
Payments on ABL term loan	(1,250)
Repurchase of notes		(15,325)
Payments for deferred financing costs		(1,452)
Payments on capital lease and sale-leaseback financing liability	(109)	(374)
Net cash provided by (used in) financing activities	10,641	(68,151)
Effect of exchange rate fluctuations on cash and cash equivalents	77	(958)
Net increase (decrease) in cash and cash equivalents	9,483	(5,333)
CASH AND CASH EQUIVALENTS:
Beginning of period	12,636	23,497
End of period	22,119	18,164
Less - cash and cash equivalents of discontinued operations, end of period		(8,390)
Cash and cash equivalents of continuing operations, end of period	22,119	9,774
OTHER CASH FLOW INFORMATION:
Cash paid for income taxes, net	9,614	1,478
Cash paid for interest	$ 32,662	$ 37,701

Basis of Presentation

Basis of Presentation	6 Months Ended
	Jan. 28, 2017
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 entity or “VIEs”) (see Note 4). 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 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 (see Note 7 to the condensed consolidated financial statements for goodwill and intangible asset impairment). The results of operations for the 13 weeks (“second quarter of fiscal 2017”) and 26 weeks ended January 28, 2017 are not necessarily indicative of the operating results that may be expected for the 52-week

Going Concern Uncertainty

Going Concern Uncertainty	6 Months Ended
	Jan. 28, 2017
Going Concern Uncertainty	2. Going Concern Uncertainty The Company had a loss from continuing operations of $324.9 million and $335.8 million during the 13 weeks and 26 weeks ended January 28, 2017, respectively. Accumulated deficit increased to $1.1 billion as of January 28, 2017. The Company’s net cash used in operating activities was $23.1 million during the 26 weeks ended January 28, 2017. As of January 28, 2017, cash and cash equivalents was $22.1 million and restricted cash was $73.0 million. As of January 28, 2017, the Company had the following indebtedness totaling $1.043 billion in principal amounts outstanding, of which $871.9 million is due within 12 months from March 14, 2017 (the date of filing this Form 10-Q) • Current liabilities • $54.0 million of borrowings from ABL line of credit facility, due in December 2017 • $48.8 million of ABL Term loan, due in December 2017 • $6.5 million of Term loan, due in March, June, September, and December 2017 • Long-term liabilities • $762.6 million of Term loan, due in February 2018 • $171.0 million of Senior Notes, due in December 2018 Cash and cash equivalents and forecasted cash flows from operations are not sufficient to meet such obligations that will mature over the next 12 months from March 14, 2017. In addition, future borrowings may not be available or may not be sufficient to enable the Company to pay its indebtedness or to fund its working capital needs over the next 12 months. The Company must refinance all or a portion of its indebtedness in order to sustain its liquidity requirements. If the Company is unable to refinance its indebtedness, or obtain funds necessary to meet required repayments of its indebtedness, or if it otherwise fails to comply with the various covenants in the instruments governing its indebtedness, the Company would be in default under the terms of the agreements governing such indebtedness. In addition, if the Company’s independent registered public accounting firm includes a qualification or exception regarding the Company’s ability to continue as a going concern in its audit report and opinion regarding the Company’s annual consolidated financial statements, an event of default would be triggered. As a result, the Company is in discussions with a number of lenders and bondholders to attempt to comprehensively restructure or refinance our outstanding debt obligations. While the Company has retained advisors to assist it with this process, no agreements with lenders and bondholders have been made and such discussions may not lead to a transaction. The accompanying condensed consolidated financial statements as of and for the six months ended January 28, 2017 have been prepared assuming that the Company will continue as a going concern. There is significant uncertainty regarding the Company’s ability to repay its debt obligations that are due in December 2017 and February 2018. Such conditions raise substantial doubt as to the Company’s ability to continue as a going concern. Management’s plans concerning these matters are discussed above. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this going concern uncertainty.

Recently Issued Accounting Stan

Recently Issued Accounting Standards	6 Months Ended
	Jan. 28, 2017
Recently Issued Accounting Standards	3. Recently Issued Accounting Standards In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No: 2017-04, one-step In November 2016, the FASB issued ASU 2016-18, In February 2016, the FASB issued ASU No. 2016-02, right-of-use Effective during the first quarter of fiscal 2016, we adopted ASU No. 2015-03, 835-30): As Reported Reclassification Other Assets of As Restated ASSETS: Deferred financing costs $ 19,019 $ (19,019 ) $ — $ — Other assets $ 5,044 $ 2,751 $ (1,625 ) $ 6,170 Total assets $ 1,156,744 $ (16,268 ) $ — $ 1,140,476 LIABILITIES AND STOCKHOLDERS’ DEFICIT: Long-term debt, net $ 1,055,945 $ (15,439 ) $ — $ 1,040,506 Long-term sale-leaseback financing liability, net $ 26,407 $ (829 ) $ — $ 25,578 Total liabilities $ 1,494,632 $ (16,268 ) $ — $ 1,478,364 Total liabilities and stockholders’ deficit $ 1,156,744 $ (16,268 ) $ — $ 1,140,476 In August 2014, the FASB issued ASU No. 2014-15, 205-40): ASU No. 2014-09, 2014-09

Discontinued Operations

Discontinued Operations	6 Months Ended
	Jan. 28, 2017
Discontinued Operations	4. 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 was restricted under the Term Loan to (i) reduce the Term Loan; or (ii) fund the acquisition, maintenance, development, construction, improvement, upgrade or repair of assets deemed to be useful in the business; or (iii) pay income taxes associated with the gain on the sale of GPPI. During the 26 weeks ended January 28, 2017, the Company used $34.0 million of restricted cash to fund allowable expenditures under the Term Loan and pay income taxes associated with the gain on sale of GPPI. As of January 28, 2017, the remaining balance of the restricted cash attributable to the sale of GPPI was $73.0 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 810-10, 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 and 26 weeks ended January 30, 2016 (in thousands): 13 Weeks Ended 26 Weeks Ended Net sales $ 10,976 $ 20,897 Cost of goods sold, including occupancy expenses (2,356 ) (4,403 ) Selling, general and administrative expenses (5,214 ) (8,753 ) Other expense, net (60 ) (43 ) Income from discontinued operations, before tax 3,346 7,698 Income tax expense (517 ) (1,511 ) Income from discontinued operations, net of tax 2,829 6,187 Income from discontinued operations attributable to noncontrolling interest (1,023 ) (2,856 ) Income from discontinued operations attributable to The Gymboree Corporation $ 1,806 $ 3,331 Income from discontinued operations, before tax during the 13 weeks and 26 weeks ended January 30, 2016 consists of (in thousands): 13 Weeks Ended 26 Weeks Ended Income from discontinued operations attributable to The Gymboree Corporation, before tax $ 1,892 $ 3,533 Income from discontinued operations attributable to noncontrolling interest, before tax 1,454 4,165 Total income from discontinued operations, before tax $ 3,346 $ 7,698 Below is a summary of the assets and liabilities of discontinued operations as of January 30, 2016 (in thousands): ASSETS: Cash and cash equivalents $ 8,390 Accounts receivable, net 5,589 Merchandise inventories 3,810 Other current assets 421 Total current assets of discontinued operations 18,210 Property and equipment, net 2,928 Goodwill 16,389 Other intangible assets, net 37,403 Other assets 1,625 Total other assets of discontinued operations 58,345 Total assets of discontinued operations $ 76,555 LIABILITIES: Accounts payable and accrued liabilities $ 13,300 Other long-term liabilities 310 Total liabilities of discontinued operations $ 13,610 Below is a summary of cash flows from operating and investing activities attributable to continuing and discontinued operations during the 26 weeks ended January 30, 2016 (in thousands): CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities of continuing operations $ 61,780 Net cash provided by operating activities of discontinued operations 9,326 Net cash provided by operating activities $ 71,106 CASH FLOWS FROM INVESTING ACTIVITIES: Net cash used in investing activities of continuing operations $ (5,067 ) Net cash used in investing activities of discontinued operations (2,263 ) Net cash used in investing activities $ (7,330 )

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jan. 28, 2017
Fair Value Measurements	5. 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 $73.2 million and $110.3 million as of January 28, 2017 and July 30, 2016, respectively. We had no money market funds as of January 30, 2016. The fair value of the forward foreign exchange contracts was $123,000 (liability) and $145,000 (liability) as of July 30, 2016 and January 30, 2016, respectively. There were no outstanding forward foreign exchange contracts as of January 28, 2017. The carrying value of cash, receivables and payables approximate their estimated fair value due to the short maturities of these instruments. We estimate the fair value of our line of credit borrowings and long-term debt using current market yields. These current market yields are considered Level 2 inputs. The estimated fair value of the line of credit borrowings and long-term debt is as follows (in thousands): January 28, 2017 July 30, 2016 January 30, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Carrying Amount Fair Value Term loan $ 769,102 $ 396,088 $ 769,102 $ 592,209 $ 769,102 $ 399,933 Notes 171,006 58,997 171,006 68,402 287,575 71,894 ABL term loan 48,750 48,750 50,000 50,000 — — Line of credit borrowings 54,000 54,000 42,000 42,000 19,000 19,000 Less unamortized discount and deferred financing costs (9,819 ) — (13,679 ) — (16,171 ) — Total $ 1,033,039 $ 557,835 $ 1,018,429 $ 752,611 $ 1,059,506 $ 490,827 Assets and Liabilities Measured at Fair Value on a Non-Recurring Our non-financial non-financial During the 13 weeks and 26 weeks ended January 28, 2017, we recorded $233.8 million of goodwill impairment in the Gymboree Retail reporting unit and $134.3 million of impairment on our indefinite-lived intangible assets (trade names) based upon Level 3 inputs (see Note 7). During the 13 weeks and 26 weeks ended January 28, 2017, we recorded $11.6 million and $13.0 million, respectively, of inventory charges related to excess inventories, primarily related to Gymboree and Crazy 8 brands based upon Level 3 inputs (see Note 6). During the 13 weeks and 26 weeks ended January 28, 2017, we recorded property and equipment impairment charges of $1.5 million and $2.0 million, respectively, related to assets of under-performing stores. During the 13 weeks and 26 weeks ended January 30, 2016, we recorded property and equipment impairment charges of $0.7 million and $0.7 million, respectively, related to assets of under-performing stores. The fair market value of these non-financial

Merchandise Inventories

Merchandise Inventories	6 Months Ended
	Jan. 28, 2017
Merchandise Inventories	6. Merchandise Inventories Merchandise inventories are recorded at the lower of cost or market (“LCM”), with cost determined on a weighted-average basis. We review our inventory levels to identify slow-moving merchandise and broken assortments (items no longer in stock in a sufficient range of sizes). The Company recorded $11.6 million and $13.0 million of inventory charges related to excess inventories during the 13 weeks and 26 weeks ended January 28, 2017, respectively, primarily related to Gymboree and Crazy 8 brands. The Company recorded $0.4 million of inventory charges related to excess inventories during the 13 weeks and 26 weeks ended January 30, 2016. The inventory charges recorded during the 13 weeks and 26 weeks ended January 28, 2017 were primarily attributable to a build-up

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	6 Months Ended
	Jan. 28, 2017
Goodwill and Other Intangible Assets	7. Goodwill and Other Intangible Assets Goodwill Goodwill allocated to our reporting units as of January 28, 2017, July 30, 2016 and January 30, 2016 is as follows (in thousands): Gymboree Gymboree Janie and Total Retail International Total Balance, January 30, 2016 $ 233,208 $ 65,363 $ 34,141 $ 332,712 $ 23,636 $ 356,348 Adjustments during the 26 weeks ended July 30, 2016: Goodwill impairment loss — — — — — — Effect of exchange rate fluctuations 693 — — 693 — 693 Balance, July 30, 2016 233,901 65,363 34,141 333,405 23,636 357,041 Adjustments during the 26 weeks ended January 28, 2017: Goodwill impairment loss (233,769 ) — — (233,769 ) — (233,769 ) Effect of exchange rate fluctuations (132 ) — — (132 ) — (132 ) Balance, January 28, 2017 $ — $ 65,363 $ 34,141 $ 99,504 $ 23,636 $ 123,140 Goodwill Impairment Goodwill is allocated to our reporting units, which are the same as our operating segments: Gymboree Retail (including an online store), Gymboree Outlet, Janie and Jack (including an online store), and International Retail Franchise. We evaluate goodwill for impairment on an annual basis at the end of our fourth fiscal period (fiscal November) each year and at an interim date, if indicators of impairment exist. The goodwill impairment analysis for the reporting units was based on our projection of revenues, gross margin, operating costs and cash flows considering historical and estimated future results, general economic and market conditions, as well as the impact of planned business and operational strategies. We based our fair value estimates on assumptions we believed to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Actual results may differ from those estimates. The valuations employed present value techniques to measure fair value and considered market factors and reporting unit specific developments. We primarily used an income approach to value these reporting units. The discount rates used in the income approach ranged from 8.5% to 17.0%. We also considered a market approach. Assumptions used in the market approach include valuation multiples based on analysis of multiples for comparable public companies. Finally, specific weights were applied to the components of each approach to estimate the total implied fair value. These weights are estimates by management and are developed based on the specific characteristics, risks and uncertainties of each reporting unit. We performed our annual goodwill impairment test as of November 26, 2016. The Company started experiencing more difficult traffic and conversion trends beginning in the second quarter of fiscal 2017. The sustained difficult performance was not anticipated in previous projections that assumed an improvement in traffic and conversion trends. As a result, the Company revised its long term assumptions to reflect lower than previously projected revenue and margin growth trends primarily in its Gymboree and Crazy 8 brands. Our updated operating forecasts were significantly lower than those used in previous goodwill impairment assessments due to: • continued weak performance that the Company experienced during the 13 weeks ended January 28, 2017; comparable stores sales declined 5% in such periods, including a 6% decline in our Gymboree brand; • difficult traffic trends in retail malls and an increase in promotional activities; • revised growth assumptions based on estimates of future operations; • lower than expected 2016 holiday sales which led to inventory write-downs of $11.6 million during the 13 weeks ended January 28, 2017; • going concern uncertainty due to significant debt obligations that become due over the next 12 months; • liquidity issues that will hamper new store openings; and • softening of the retail environment that began in the fall of 2016 and has continued into 2017. The first step of the two-step We determined there was goodwill impairment in the Gymboree Retail reporting unit of $233.8 million, which was recorded during the 13 weeks and 26 weeks ended January 28, 2017. Other Intangible Assets Other intangible assets consist of the following (in thousands): Intangible Assets Not Subject to Amortization - Trade Names Gymboree Gymboree Outlet Janie and Jack Crazy 8 Total Intangible Total Other Balance, January 30, 2016 $ 202,200 $ 38,300 $ 42,200 $ 18,500 $ 301,200 $ 2,408 $ 303,608 Adjustments during the 26 weeks ended July 30, 2016: Intangible asset impairment loss — — — (2,600 ) (2,600 ) — (2,600 ) Amortization expense — — — — — (935 ) (935 ) Balance, July 30, 2016 202,200 38,300 42,200 15,900 298,600 1,473 300,073 Adjustments during the 26 weeks ended January 28, 2017: Intangible asset impairment loss (105,500 ) (14,600 ) — (14,200 ) (134,300 ) — (134,300 ) Amortization expense — — — — — (899 ) (899 ) Balance, January 28, 2017 $ 96,700 $ 23,700 $ 42,200 $ 1,700 $ 164,300 $ 574 $ 164,874 Indefinite-Lived Intangible Assets Impairment We evaluate indefinite-lived intangible assets for impairment on an annual basis at the end of our fourth fiscal period (fiscal November) each year and at an interim date, if indicators of impairment exist. We performed our annual impairment test of indefinite-lived intangible assets as of November 26, 2016. Our updated operating forecasts were significantly lower than those used in previous impairment assessments due to the same factors described in our annual goodwill impairment test above. Our annual impairment test indicated that the fair values of our trade names were below their carrying values and, as a result, we recorded a $134.3 million impairment charge during the 13 weeks ended January 28, 2017 related to trade names of our Retail Stores segment.

Line of Credit and Long-term De

Line of Credit and Long-term Debt	6 Months Ended
	Jan. 28, 2017
Line of Credit and Long-term Debt	8. Line of Credit and Long-term Debt Line of credit borrowings and long-term debt consist of (in thousands): January 28, July 30, 2016 January 30, Line of credit borrowings $ 54,000 $ 42,000 $ 19,000 Long-term debt - ABL term loan due December 2017, LIBOR plus 10.25% Principal amount $ 48,750 $ 50,000 $ — Less unamortized deferred financing costs (2,141 ) (3,228 ) — ABL term loan, net of unamortized deferred financing costs 46,609 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 (4,200 ) (6,062 ) (7,873 ) Less unamortized discount (390 ) (563 ) (732 ) Term loan, net of unamortized discount and deferred financing costs 764,512 762,477 760,497 Senior notes due December 2018, 9.125% Principal amount 171,006 171,006 287,575 Less unamortized deferred financing costs (3,088 ) (3,826 ) (7,566 ) Senior notes, net of unamortized deferred financing costs 167,918 167,180 280,009 Total long-term debt, net of unamortized discount and deferred financing costs 979,039 976,429 1,040,506 Less current portion of long-term debt, net of unamortized deferred financing cost (53,111 ) (5,527 ) — Long-term portion of long-term debt, net of unamortized discount and deferred financing costs $ 925,928 $ 970,902 $ 1,040,506 Total line of credit borrowings and long-term debt, net of unamortized discount and deferred financing costs $ 1,033,039 $ 1,018,429 $ 1,059,506 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 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 January 28, 2017, the weighted average interest rate on our line of credit borrowings outstanding under the ABL Revolving Facility was 3.7%. 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 January 28, 2017 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 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. 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. 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 January 28, 2017, we were not required to test compliance with this covenant. 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 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 16). 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 principal balance of the ABL Term Loan was $48.8 million as of January 28, 2017. 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 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 16). 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 January 28, 2017, the interest rate under our Term Loan was 5.0%. 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 26-week 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 16). 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 4), 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 16). 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 $9.4 million and accretion of original issue discount (“OID”) of $0.4 million as of January 28, 2017, are as follows (in thousands): Fiscal years ending Principal July 29, 2017 $ 4,277 August 4, 2018 813,575 August 3, 2019 171,006 Total $ 988,858

Sale-Leaseback of Dixon Distrib

Sale-Leaseback of Dixon Distribution Center	6 Months Ended
	Jan. 28, 2017
Sale-Leaseback of Dixon Distribution Center	9. 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 Payments (including interest) made by the Company related to the sale-leaseback financing liability during the 26 weeks ended January 28, 2017 and January 30, 2016 totaled $0.9 million and $0.9 million, respectively. The interest portion of the payments was $0.8 and $0.8 million during the 26 weeks ended January 28, 2017 and January 30, 2016, respectively. As of January 28, 2017, future payments on the sale-leaseback financing liability, excluding renewals, are as follows (in thousands): Fiscal years ending Payments July 29, 2017 $ 908 August 4, 2018 1,834 August 3, 2019 1,856 August 1, 2020 1,880 July 31, 2021 1,903 July 30, 2022 1,927 Thereafter 28,485 Total payments 38,793 Less amount representing interest (12,384 ) Less unamortized deferred financing costs (739 ) Total sale-leaseback financing liability, net of unamortized deferred financing costs 25,670 Less current portion of sale-leaseback financing liability included in accrued and other current liabilities (244 ) Long-term portion of sale-leaseback financing liability, net of unamortized deferred financing costs $ 25,426 As of January 28, 2017, the net carrying value of the Dixon distribution center included in property and equipment on our condensed consolidated balance sheets amounted to $18.2 million.

Derivative Financial Instrument

Derivative Financial Instruments	6 Months Ended
	Jan. 28, 2017
Derivative Financial Instruments	10. Derivative Financial Instruments We had the following outstanding derivatives designated as cash flow hedges (U.S. dollars in thousands): January 28, 2017 July 30, 2016 January 30, 2016 Number of Notional Number of Notional Number of Notional Interest rate derivatives Purchased interest rate caps — $ — 4 $ 700,000 4 $ 700,000 Foreign exchange derivatives Forward foreign exchange contracts — — 5 8,666 6 5,492 Total — $ — 9 $ 708,666 10 $ 705,492 The interest rate caps matured in December 2016. There were no outstanding forward foreign exchange contracts designated as cash flow hedges as of January 28, 2017. The Company had one forward foreign exchange contract with a notional amount of $1.5 million as of July 30, 2016 that was not designated as a hedge. There were no forward foreign exchange contracts that were not designated as hedges as of January 28, 2017 and January 30, 2016. The tables below present the pre-tax 13 Weeks Ended January 28, 2017 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ — Interest expense $ (841 ) Forward foreign exchange contracts (1 ) Cost of goods sold (5 ) Total $ (1 ) $ (846 ) 13 Weeks Ended January 30, 2016 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ — Interest expense $ (1,124 ) Forward foreign exchange contracts 34 Cost of goods sold 86 Total $ 34 $ (1,038 ) 26 Weeks Ended January 28, 2017 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ — Interest expense $ (2,210 ) Forward foreign exchange contracts 113 Cost of goods sold (232 ) Total $ 113 $ (2,442 ) 26 Weeks Ended January 30, 2016 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (1 ) Interest expense $ (2,168 ) Forward foreign exchange contracts 12 Cost of goods sold 138 Total $ 11 $ (2,030 )

Income Taxes

Income Taxes	6 Months Ended
	Jan. 28, 2017
Income Taxes	11. Income Taxes As of January 28, 2017, July 30, 2016, and January 30, 2016, unrecognized tax benefits were $6.1 million, $6.3 million and $6.4 million, respectively. We believe it is reasonably possible that the total amount of unrecognized tax benefits of $6.1 million as of January 28, 2017 will decrease by as much as $0.9 million during the next 12 months due to the resolution of certain tax contingencies and lapses of applicable statutes of limitation. As of January 28, 2017, July 30, 2016, and January 30, 2016, deferred income tax liabilities, net were $60.4 million, $110.8 million, and $124.2 million, respectively. As of January 28, 2017, July 30, 2016, and January 30, 2016, deferred income tax assets, net were $2.5 million, $2.2 million, and $2.9 million, respectively, which are included in other assets. As of January 28, 2017, July 30, 2016, and January 30, 2016, the total valuation allowance against deferred tax assets was $33.9 million, $30.6 million, and $63.2 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. During the 13 weeks and 26 weeks ended January 28, 2017, the tax effects in accumulated other comprehensive income (“OCI”), which related to unrealized losses attributable to the interest rate caps, totaling $2.4 million and $3.0 million, respectively, were reclassified from accumulated OCI and recorded to income tax benefit, primarily as a result of the maturity of the interest rate caps in December 2016.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jan. 28, 2017
Commitments and Contingencies	12. Commitments and Contingencies Commitments There have been no significant changes to our contractual obligations and commercial commitments as disclosed in our Transition Report on Form 10-K 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 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	6 Months Ended
	Jan. 28, 2017
Accumulated Other Comprehensive Loss	13. 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): January 28, 2017 July 30, 2016 January 30, 2016 Foreign currency translation $ (8,445 ) $ (8,003 ) $ (9,236 ) Accumulated changes in fair value of derivative financial instruments, net of tax 104 579 (1,586 ) Total accumulated other comprehensive loss $ (8,341 ) $ (7,424 ) $ (10,822 ) Changes in the accumulated OCI balance by component were as follows as of and for the periods ended (in thousands): 13 Weeks Ended January 28, 2017 Foreign Currency Derivatives Total Accumulated Beginning balance $ (8,377 ) $ 1,673 $ (6,704 ) Other comprehensive loss recognized before reclassifications (68 ) (1 ) (69 ) Amounts reclassified from accumulated other comprehensive (loss) income to earnings — 846 846 Tax benefit — (2,414 ) (2,414 ) Net current-period other comprehensive loss (68 ) (1,569 ) (1,637 ) Ending balance $ (8,445 ) $ 104 $ (8,341 ) 13 Weeks Ended January 30, 2016 Foreign Currency Derivatives Total Accumulated Beginning balance $ (7,803 ) $ (2,615 ) $ (10,418 ) Other comprehensive (loss) income recognized before reclassifications (1,914 ) 34 (1,880 ) Amounts reclassified from accumulated other comprehensive loss to earnings — 1,038 1,038 Tax benefit — (43 ) (43 ) Net current-period other comprehensive (loss) income (1,914 ) 1,029 (885 ) Other comprehensive loss attributable to noncontrolling interest 481 — 481 Ending balance $ (9,236 ) $ (1,586 ) $ (10,822 ) 26 Weeks Ended January 28, 2017 Foreign Currency Derivatives Total Accumulated Beginning balance $ (8,003 ) $ 579 $ (7,424 ) Other comprehensive (loss) income recognized before reclassifications (442 ) 113 (329 ) Amounts reclassified from accumulated other comprehensive (loss) income to earnings — 2,442 2,442 Tax benefit — (3,030 ) (3,030 ) Net current-period other comprehensive loss (442 ) (475 ) (917 ) Ending balance $ (8,445 ) $ 104 $ (8,341 ) 26 Weeks Ended January 30, 2016 Foreign Currency Derivatives Total Accumulated Beginning balance $ (7,758 ) $ (3,225 ) $ (10,983 ) Other comprehensive (loss) income recognized before reclassifications (2,156 ) 11 (2,145 ) Amounts reclassified from accumulated other comprehensive loss to earnings — 2,030 2,030 Tax benefit — (402 ) (402 ) Net current-period other comprehensive (loss) income (2,156 ) 1,639 (517 ) Other comprehensive loss attributable to noncontrolling interest 678 — 678 Ending balance $ (9,236 ) $ (1,586 ) $ (10,822 )

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jan. 28, 2017
Related Party Transactions	14. Related Party Transactions We incurred approximately $0.7 million and $0.8 million in management fees and reimbursement of out-of-pocket out-of-pocket We incurred approximately $0.4 million and $0.6 million in expenses related to services purchased from LogicSource, a company owned by funds associated with Bain Capital, during the 13 weeks ended January 28, 2017 and January 30, 2016, respectively. We incurred approximately $0.5 million and $1.0 million in expenses related to services purchased from LogicSource, during the 26 weeks ended January 28, 2017 and January 30, 2016, respectively. As of January 28, 2017 and July 30, 2016, we had no payable to LogicSource. As of January 30, 2016, we had a payable balance of $0.1 million to LogicSource. As of January 28, 2017 and July 30, 2016, we had a receivable balance of $0.4 million from our indirect parent, Giraffe Holding, Inc., which relates primarily to income taxes and withholding taxes. We had no receivable from Giraffe Holding, Inc. as of January 30, 2016.

Segment Information

Segment Information	6 Months Ended
	Jan. 28, 2017
Segment Information	15. Segment Information As of January 28, 2017, 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 and 26 weeks ended January 30, 2016, while Gymboree China was deconsolidated as of July 15, 2016, the date of sale (see Note 4). 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 January 28, 2017 Retail Stores International Retail Total Net sales $ 352,898 $ 3,936 $ 356,834 Gross Profit $ 114,418 $ 1,993 $ 116,411 13 Weeks Ended January 30, 2016 Retail Stores International VIE Intersegment Elimination Total Net sales $ 374,112 $ 5,349 $ 2,118 $ (179 ) $ 381,400 Gross Profit $ 145,068 $ 3,018 $ 917 $ (179 ) $ 148,824 26 Weeks Ended January 28, 2017 Retail Stores International Retail Total Net sales $ 629,208 $ 7,453 $ 636,661 Gross Profit $ 219,798 $ 3,618 $ 223,416 26 Weeks Ended January 30, 2016 Retail Stores International VIE Intersegment Total Net sales $ 661,960 $ 11,378 $ 3,923 $ (341 ) $ 676,920 Gross Profit $ 256,672 $ 6,207 $ 1,193 $ (341 ) $ 263,731 Net retail sales of the retail stores segment by brand and VIE (Gymboree China) were as follows for the periods ended (in thousands): Gymboree (1) Janie and Jack Crazy 8 Total VIE Total 13 weeks ended January 28, 2017 $ 227,635 $ 44,934 $ 80,329 $ 352,898 $ — $ 352,898 13 weeks ended January 30, 2016 $ 244,237 $ 44,444 $ 85,431 $ 374,112 $ 2,118 $ 376,230 26 weeks ended January 28, 2017 $ 404,106 $ 79,952 $ 145,150 $ 629,208 $ — $ 629,208 26 weeks ended January 30, 2016 $ 430,660 $ 78,044 $ 153,256 $ 661,960 $ 3,923 $ 665,883 (1) This includes the net retail sales for Gymboree Retail and Gymboree Outlet operating segments. Interest expense, depreciation and amortization expense and capital expenditures have not been separately disclosed above as the amounts primarily relate to the retail segment. Intersegment revenues for the International Retail Franchise segment were $0.2 million and $0.3 million during the 13 weeks and 26 weeks ended January 30, 2016, respectively. Below is a summary of total assets of each reportable segment as of the periods ended (in thousands): Total Assets Retail Stores International Retail VIE Intersegment Discontinued Total January 28, 2017 $ 728,915 $ 26,583 $ — $ — $ — $ 755,498 July 30, 2016 $ 1,151,745 $ 26,767 $ — $ — $ — $ 1,178,512 January 30, 2016 $ 1,027,622 $ 28,791 $ 8,068 $ (560 ) $ 76,555 $ 1,140,476 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. Net sales of our two geographical areas, United States and International, were as follows for the periods ended (in thousands): 13 Weeks Ended 26 Weeks Ended January 28, 2017 January 30, 2016 January 28, 2017 January 30, 2016 United States $ 341,803 $ 363,825 $ 609,175 $ 645,202 International 15,031 17,575 27,486 31,718 $ 356,834 $ 381,400 $ 636,661 $ 676,920 Property and equipment, net, of our two geographical areas were as follows as of the periods ended (in thousands): January 28, 2017 July 30, 2016 January 30, 2016 United States $ 129,102 $ 138,384 $ 149,515 International 4,936 5,367 6,035 $ 134,038 $ 143,751 $ 155,550

Condensed Guarantor Data

Condensed Guarantor Data	6 Months Ended
	Jan. 28, 2017
Condensed Guarantor Data	16. 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 8). 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 non-guarantor THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 13 WEEKS ENDED JANUARY 28, 2017 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net sales: Retail $ 794 $ 346,107 $ 15,891 $ (9,894 ) $ 352,898 Retail Franchise — 3,936 — — 3,936 Intercompany revenue 12,152 9,175 (1,272 ) (20,055 ) — Total net sales 12,946 359,218 14,619 (29,949 ) 356,834 Cost of goods sold, including buying and occupancy expenses (1,670 ) (237,582 ) (11,260 ) 10,089 (240,423 ) Gross profit 11,276 121,636 3,359 (19,860 ) 116,411 Selling, general and administrative expenses (20,978 ) (101,614 ) (3,693 ) 20,075 (106,210 ) Goodwill and intangible asset impairment — (357,978 ) (10,091 ) — (368,069 ) Operating loss (9,702 ) (337,956 ) (10,425 ) 215 (357,868 ) Interest expense (19,018 ) (415 ) — — (19,433 ) Other income (expense), net 97 (16 ) — — 81 Loss before income taxes (28,623 ) (338,387 ) (10,425 ) 215 (377,220 ) Income tax benefit (expense) 5,591 46,812 (118 ) — 52,285 Equity in earnings of affiliates, net of tax (301,903 ) — — 301,903 — Net loss $ (324,935 ) $ (291,575 ) $ (10,543 ) $ 302,118 $ (324,935 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 13 WEEKS ENDED JANUARY 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net sales: Retail $ 1,371 $ 364,681 $ 18,422 $ (8,244 ) $ 376,230 Retail Franchise — 5,170 — — 5,170 Intercompany revenue 19,333 (2,820 ) (1,062 ) (15,451 ) — Total net sales 20,704 367,031 17,360 (23,695 ) 381,400 Cost of goods sold, including buying and occupancy expenses (2,398 ) (226,671 ) (11,779 ) 8,272 (232,576 ) Gross profit 18,306 140,360 5,581 (15,423 ) 148,824 Selling, general and administrative expenses (15,975 ) (115,647 ) (6,274 ) 15,503 (122,393 ) Operating income (loss) 2,331 24,713 (693 ) 80 26,431 Interest expense (20,891 ) (486 ) — — (21,377 ) Gain on extinguishment of debt 41,522 — — — 41,522 Other (expense) income, net (240 ) 109 (328 ) — (459 ) Income (loss) from continuing operations before taxes 22,722 24,336 (1,021 ) 80 46,117 Income tax benefit (expense) 9,639 (9,511 ) (312 ) — (184 ) Equity in earnings of affiliates, net of tax 16,895 — — (16,895 ) — Income (loss) from continuing operations, net of tax 49,256 14,825 (1,333 ) (16,815 ) 45,933 Income from discontinued operations, net of tax 183 1,623 1,023 — 2,829 Net income (loss) 49,439 16,448 (310 ) (16,815 ) 48,762 Net loss attributable to noncontrolling interest — — 677 — 677 Net income (loss) attributable to The Gymboree Corporation $ 49,439 $ 16,448 $ 367 $ (16,815 ) $ 49,439 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 26 WEEKS ENDED JANUARY 28, 2017 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net sales: Retail $ 1,493 615,992 28,856 (17,133 ) $ 629,208 Retail Franchise — 7,453 — — 7,453 Intercompany revenue 28,520 16,529 (1,137 ) (43,912 ) — Total net sales 30,013 639,974 27,719 (61,045 ) 636,661 Cost of goods sold, including buying and occupancy expenses (3,357 ) (406,900 ) (20,287 ) 17,299 (413,245 ) Gross profit 26,656 233,074 7,432 (43,746 ) 223,416 Selling, general and administrative expenses (44,130 ) (203,737 ) (7,444 ) 43,947 (211,364 ) Goodwill and intangible asset impairment — (357,978 ) (10,091 ) — (368,069 ) Operating loss (17,474 ) (328,641 ) (10,103 ) 201 (356,017 ) Interest expense (38,508 ) (831 ) (26 ) — (39,365 ) Other income, net 178 29 9 — 216 Loss before income taxes (55,804 ) (329,443 ) (10,120 ) 201 (395,166 ) Income tax benefit (expense) 16,618 43,198 (477 ) — 59,339 Equity in earnings of affiliates, net of tax (296,641 ) — — 296,641 — Net loss $ (335,827 ) $ (286,245 ) $ (10,597 ) $ 296,842 $ (335,827 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 26 WEEKS ENDED JANUARY 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net sales: Retail $ 1,746 $ 647,698 $ 33,145 $ (16,706 ) $ 665,883 Retail Franchise — 11,037 — — 11,037 Intercompany revenue 35,571 4,709 (503 ) (39,777 ) — Total net sales 37,317 663,444 32,642 (56,483 ) 676,920 Cost of goods sold, including buying and occupancy expenses (4,554 ) (402,624 ) (22,647 ) 16,636 (413,189 ) Gross profit 32,763 260,820 9,995 (39,847 ) 263,731 Selling, general and administrative expenses (38,784 ) (216,664 ) (11,846 ) 39,874 (227,420 ) Operating (loss) income (6,021 ) 44,156 (1,851 ) 27 36,311 Interest expense (42,308 ) (975 ) — — (43,283 ) Gain on extinguishment of debt 41,522 — — — 41,522 Other (expense) income, net (425 ) 108 (291 ) — (608 ) (Loss) income before income taxes (7,232 ) 43,289 (2,142 ) 27 33,942 Income tax benefit (expense) 16,847 (17,528 ) (338 ) (1,019 ) Equity in earnings of affiliates, net of tax 28,899 — — (28,899 ) — Income (loss) from continuing operations, net of tax 38,514 25,761 (2,480 ) (28,872 ) 32,923 Income from discontinued operations, net of tax 897 2,434 2,856 6,187 Net income (loss) 39,411 28,195 376 (28,872 ) 39,110 Net loss attributable to noncontrolling interest — — 301 — 301 Net income attributable to The Gymboree Corporation $ 39,411 $ 28,195 $ 677 $ (28,872 ) $ 39,411 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE 13 WEEKS ENDED JANUARY 28, 2017 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net loss $ (324,935 ) $ (291,575 ) $ (10,543 ) $ 302,118 $ (324,935 ) Other comprehensive (loss) income: Foreign currency translation adjustments (68 ) — 205 (205 ) (68 ) Unrealized net (loss) gain on cash flow hedges, net of tax (1,569 ) — 5 (5 ) (1,569 ) Total other comprehensive (loss) income (1,637 ) — 210 (210 ) (1,637 ) Comprehensive loss $ (326,572 ) $ (291,575 ) $ (10,333 ) $ 301,908 $ (326,572 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE 13 WEEKS ENDED JANUARY 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net income (loss) $ 49,439 $ 16,448 $ (310 ) $ (16,815 ) $ 48,762 Other comprehensive loss: Foreign currency translation adjustments (1,434 ) — (1,930 ) 1,450 (1,914 ) Unrealized net gain (loss) on cash flow hedges, net of tax 1,030 — (52 ) 51 1,029 Total other comprehensive loss (404 ) — (1,982 ) 1,501 (885 ) Comprehensive income (loss) 49,035 16,448 (2,292 ) (15,314 ) 47,877 Comprehensive loss attributable to noncontrolling interest — — 1,158 — 1,158 Comprehensive income (loss) attributable to The Gymboree Corporation $ 49,035 $ 16,448 $ (1,134 ) $ (15,314 ) $ 49,035 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE 26 WEEKS ENDED JANUARY 28, 2017 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net loss $ (335,827 ) $ (286,245 ) $ (10,597 ) $ 296,842 $ (335,827 ) Other comprehensive (loss) income: Foreign currency translation adjustments (442 ) — (165 ) 165 (442 ) Unrealized net (loss) gain on cash flow hedges, net of tax (475 ) — 346 (346 ) (475 ) Total other comprehensive (loss) income (917 ) — 181 (181 ) (917 ) Comprehensive loss $ (336,744 ) $ (286,245 ) $ (10,416 ) $ 296,661 $ (336,744 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE 26 WEEKS ENDED JANUARY 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net income $ 39,411 $ 28,195 $ 376 $ (28,872 ) $ 39,110 Other comprehensive income (loss): Foreign currency translation adjustments (1,478 ) — (2,162 ) 1,484 (2,156 ) Unrealized net gain (loss) on cash flow hedges, net of tax 1,639 — (124 ) 124 1,639 Total other comprehensive income (loss), 161 — (2,286 ) 1,608 (517 ) Comprehensive income (loss) 39,572 28,195 (1,910 ) (27,264 ) 38,593 Comprehensive loss attributable to noncontrolling interest — — 979 — 979 Comprehensive income (loss) attributable to The Gymboree Corporation $ 39,572 $ 28,195 $ (931 ) $ (27,264 ) $ 39,572 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) January 28, 2017 The Gymboree Guarantor Non-guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 15,223 $ 2,618 $ 4,278 $ — $ 22,119 Restricted cash 24,018 — — — 24,018 Accounts receivable, net of allowance 2,549 11,648 702 — 14,899 Merchandise inventories — 206,409 4,973 (487 ) 210,895 Prepaid income taxes 1,333 588 141 — 2,062 Prepaid expenses 3,612 1,893 5 — 5,510 Intercompany receivable — 704,995 1,710 (706,705 ) — Total current assets 46,735 928,151 11,809 (707,192 ) 279,503 Property and equipment, net 15,993 112,705 5,340 — 134,038 Goodwill — 123,140 0 — 123,140 Other intangible assets, net — 164,854 20 — 164,874 Restricted cash 49,015 — — — 49,015 Other assets 1,314 1,122 2,820 (328 ) 4,928 Investment in subsidiaries 1,074,389 — — (1,074,389 ) — Total assets $ 1,187,446 $ 1,329,972 $ 19,989 $ (1,781,909 ) $ 755,498 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable $ 8,396 $ 108,638 $ 318 $ — $ 117,352 Accrued liabilities and other current liabilities 27,694 52,396 650 — 80,740 Line of credit borrowings 54,000 — — — 54,000 Current portion of long-term debt, net 53,111 — — — 53,111 Intercompany payable 699,503 — 7,689 (707,192 ) — Total current liabilities 842,704 161,034 8,657 (707,192 ) 305,203 Long-term liabilities: Long-term debt, net 925,928 — — — 925,928 Long-term sale-leaseback financing liability, net — 25,426 — — 25,426 Lease incentives and other liabilities 4,624 38,344 4,681 — 47,649 Deferred income taxes 23,338 37,430 — (328 ) 60,440 Total liabilities 1,796,594 262,234 13,338 (707,520 ) 1,364,646 Total stockholders’ (deficit) equity (609,148 ) 1,067,738 6,651 (1,074,389 ) (609,148 ) Total liabilities and stockholders’ (deficit) equity $ 1,187,446 $ 1,329,972 $ 19,989 $ (1,781,909 ) $ 755,498 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) July 30, 2016 The Gymboree Guarantor Non-guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 4,952 $ 4,607 $ 3,077 $ — $ 12,636 Restricted cash 33,505 — — — 33,505 Accounts receivable, net of allowance 1,486 10,009 795 — 12,290 Merchandise inventories — 229,118 4,258 (417 ) 232,959 Prepaid income taxes 1,332 578 136 — 2,046 Prepaid expenses 3,409 1,508 — — 4,917 Intercompany receivable 1,311 687,735 — (689,046 ) — Total current assets 45,995 933,555 8,266 (689,463 ) 298,353 Property and equipment, net 15,783 122,147 5,821 — 143,751 Goodwill — 346,818 10,223 — 357,041 Other intangible assets, net — 300,043 30 — 300,073 Restricted cash 73,566 — — — 73,566 Other assets 2,043 1,474 2,682 (471 ) 5,728 Investment in subsidiaries 1,373,355 — — (1,373,355 ) — Total assets $ 1,510,742 $ 1,704,037 $ 27,022 $ (2,063,289 ) $ 1,178,512 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable $ 8,255 $ 126,103 $ 140 $ — $ 134,498 Accrued and other current liabilities 50,370 60,121 1,418 — 111,909 Line of credit borrowings 42,000 — — — 42,000 Current portion of ABL term loan 5,527 — — — 5,527 Intercompany payable 685,536 — 3,927 (689,463 ) — Total current liabilities 791,688 186,224 5,485 (689,463 ) 293,934 Long-term liabilities: Long-term debt, 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) January 30, 2016 The Gymboree Guarantor Non-guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 982 $ 2,998 $ 5,794 $ — $ 9,774 Accounts receivable, net of allowance 1,073 19,042 992 — 21,107 Merchandise inventories — 195,860 7,300 (328 ) 202,832 Prepaid income taxes 1,511 516 169 — 2,196 Prepaid expenses 3,359 2,702 275 — 6,336 Intercompany receivable — 635,684 1,376 (637,060 ) — Current assets of discontinued operations — 42,255 14,479 (38,524 ) 18,210 Total current assets 6,925 899,057 30,385 (675,912 ) 260,455 Property and equipment, net 13,518 135,498 6,534 — 155,550 Goodwill — 346,818 9,530 — 356,348 Other intangible assets, net — 303,571 37 — 303,608 Other assets 2,899 683 2,999 (411 ) 6,170 Investment in subsidiaries 1,410,631 — — (1,410,631 ) — Other assets of discontinued operations — 54,825 3,520 — 58,345 Total assets $ 1,433,973 $ 1,740,452 $ 53,005 $ (2,086,954 ) $ 1,140,476 LIABILITIES AND STOCKHOLDERS’ Current liabilities: Accounts payable $ 10,065 $ 97,144 $ 657 $ — $ 107,866 Accrued and other current liabilities 27,941 59,276 3,064 — 90,281 Line of credit borrowings 19,000 — — — 19,000 Current obligation under capital lease — 605 — — 605 Intercompany payable 668,968 — 5,969 (674,937 ) — Current liabilities of discontinued operations — 2,108 12,167 (975 ) 13,300 Total current liabilities 725,974 159,133 21,857 (675,912 ) 231,052 Long-term liabilities: Long-term debt, net 1,040,506 — — — 1,040,506 Long-term sale-leaseback financing liability, net — 25,578 — — 25,578 Long-term obligation under capital lease — 2,245 — — 2,245 Lease incentives and other liabilities 4,455 46,105 3,870 — 54,430 Deferred income taxes 11,640 113,014 — (411 ) 124,243 Other long-term liabilities of discontinued operations — 13 297 — 310 Total liabilities 1,782,575 346,088 26,024 (676,323 ) 1,478,364 Total stockholders’ (deficit) equity (348,602 ) 1,394,364 16,267 (1,410,631 ) (348,602 ) Noncontrolling interest — — 10,714 — 10,714 Total liabilities and stockholders’ (deficit) equity $ 1,433,973 $ 1,740,452 $ 53,005 $ (2,086,954 ) $ 1,140,476 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE 26 WEEKS ENDED JANUARY 28, 2017 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (59,338 ) $ 38,953 $ (449 ) $ (2,300 ) $ (23,134 ) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (3,912 ) (7,852 ) (375 ) — (12,139 ) Decrease in restricted cash 34,038 — — — 34,038 Intercompany transfers 1,310 (30,681 ) (1,710 ) 31,081 — Net cash provided by (used in) investing activities 31,436 (38,533 ) (2,085 ) 31,081 21,899 CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers 27,423 — 3,658 (31,081 ) — Proceeds from ABL facility 319,000 — — — 319,000 Payments on ABL facility (307,000 ) — — — (307,000 ) Payments on ABL term loan (1,250 ) — — — (1,250 ) Payments on capital lease and sale-leaseback financing liability — (109 ) — — (109 ) Dividend to The Gymboree Corporation — (2,300 ) 2,300 Net cash provided by (used in) financing activities 38,173 (2,409 ) 3,658 (28,781 ) 10,641 Effect of exchange rate fluctuations on cash and cash equivalents — — 77 — 77 Net increase (decrease) in cash and cash equivalents 10,271 (1,989 ) 1,201 — 9,483 CASH AND CASH EQUIVALENTS: Beginning of period 4,952 4,607 3,077 — 12,636 End of period $ 15,223 $ 2,618 $ 4,278 $ — $ 22,119 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE 26 WEEKS ENDED JANUARY 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (41,633 ) $ 110,002 $ 4,237 $ (1,500 ) $ 71,106 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (4,433 ) (8,399 ) (1,075 ) — (13,907 ) Decrease in restricted cash 8,157 — — — 8,157 Capital distribution from subsidiary 7,358 — — (7,358 ) — Increase in related party loan receivable — — (1,741 ) — (1,741 ) Intercompany transfers 2,726 (100,537 ) (1,304 ) 99,115 — Other — 6 155 — 161 Net cash provided by (used) in investing activities 13,808 (108,930 ) (3,965 ) 91,757 (7,330 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers 94,631 (73 ) 4,557 (99,115 ) — Proceeds from ABL facility 187,000 — — — 187,000 Payments on ABL facility (238,000 ) — — — (238,000 ) Repurchase of notes (15,325 ) — — — (15,325 ) Payments on capital lease and sale-leaseback financing liability — (374 ) — — (374 ) Payments for deferred financing costs (1,679 ) 227 — — (1,452 ) Dividend to The Gymboree Corporation — (1,500 ) — 1,500 — Capital distribution to The Gymboree Corporation — — (7,358 ) 7,358 — Net cash provided by (used in) financing activities 26,627 (1,720 ) (2,801 ) (90,257 ) (68,151 ) Effect of exchange rate fluctuations on cash and cash equivalents — — (958 ) — (958 ) Net decrease in cash and cash equivalents (1,198 ) (648 ) (3,487 ) — (5,333 ) 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 982 3,001 14,181 — 18,164 Less - cash and cash equivalents of discontinued operations, end of period — (3 ) (8,387 ) — (8,390 ) Cash and cash equivalents of continuing operations, end of period $ 982 $ 2,998 $ 5,794 $ — $ 9,774 The 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 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 Non-operating

Summary of Significant Accounti

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jan. 28, 2017
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 entity or “VIEs”) (see Note 4). 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 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 (see Note 7 to the condensed consolidated financial statements for goodwill and intangible asset impairment). The results of operations for the 13 weeks (“second quarter of fiscal 2017”) and 26 weeks ended January 28, 2017 are not necessarily indicative of the operating results that may be expected for the 52-week
Recently Issued Accounting Standards	Recently Issued Accounting Standards In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No: 2017-04, one-step In November 2016, the FASB issued ASU 2016-18, In February 2016, the FASB issued ASU No. 2016-02, right-of-use Effective during the first quarter of fiscal 2016, we adopted ASU No. 2015-03, 835-30): As Reported Reclassification Other Assets of As Restated ASSETS: Deferred financing costs $ 19,019 $ (19,019 ) $ — $ — Other assets $ 5,044 $ 2,751 $ (1,625 ) $ 6,170 Total assets $ 1,156,744 $ (16,268 ) $ — $ 1,140,476 LIABILITIES AND STOCKHOLDERS’ DEFICIT: Long-term debt, net $ 1,055,945 $ (15,439 ) $ — $ 1,040,506 Long-term sale-leaseback financing liability, net $ 26,407 $ (829 ) $ — $ 25,578 Total liabilities $ 1,494,632 $ (16,268 ) $ — $ 1,478,364 Total liabilities and stockholders’ deficit $ 1,156,744 $ (16,268 ) $ — $ 1,140,476 In August 2014, the FASB issued ASU No. 2014-15, 205-40): ASU No. 2014-09, 2014-09

Recently Issued Accounting St24

Recently Issued Accounting Standards (Tables)	6 Months Ended
	Jan. 28, 2017
Summary of Changes Made in Accompanying Condensed Consolidated Balance Sheets due to Reclassification of Unamortized Debt Issuance Costs	Below is a summary of the changes made in the accompanying condensed consolidated balance sheets as of January 30, 2016 (in thousands): As Reported Reclassification Other Assets of As Restated ASSETS: Deferred financing costs $ 19,019 $ (19,019 ) $ — $ — Other assets $ 5,044 $ 2,751 $ (1,625 ) $ 6,170 Total assets $ 1,156,744 $ (16,268 ) $ — $ 1,140,476 LIABILITIES AND STOCKHOLDERS’ DEFICIT: Long-term debt, net $ 1,055,945 $ (15,439 ) $ — $ 1,040,506 Long-term sale-leaseback financing liability, net $ 26,407 $ (829 ) $ — $ 25,578 Total liabilities $ 1,494,632 $ (16,268 ) $ — $ 1,478,364 Total liabilities and stockholders’ deficit $ 1,156,744 $ (16,268 ) $ — $ 1,140,476

Discontinued Operations (Tables

Discontinued Operations (Tables)	6 Months Ended
	Jan. 28, 2017
Schedule of Discontinued Operations	Below is the composition of income from discontinued operations during the 13 weeks and 26 weeks ended January 30, 2016 (in thousands): 13 Weeks Ended 26 Weeks Ended Net sales $ 10,976 $ 20,897 Cost of goods sold, including occupancy expenses (2,356 ) (4,403 ) Selling, general and administrative expenses (5,214 ) (8,753 ) Other expense, net (60 ) (43 ) Income from discontinued operations, before tax 3,346 7,698 Income tax expense (517 ) (1,511 ) Income from discontinued operations, net of tax 2,829 6,187 Income from discontinued operations attributable to noncontrolling interest (1,023 ) (2,856 ) Income from discontinued operations attributable to The Gymboree Corporation $ 1,806 $ 3,331 Income from discontinued operations, before tax during the 13 weeks and 26 weeks ended January 30, 2016 consists of (in thousands): 13 Weeks Ended 26 Weeks Ended Income from discontinued operations attributable to The Gymboree Corporation, before tax $ 1,892 $ 3,533 Income from discontinued operations attributable to noncontrolling interest, before tax 1,454 4,165 Total income from discontinued operations, before tax $ 3,346 $ 7,698 Below is a summary of the assets and liabilities of discontinued operations as of January 30, 2016 (in thousands): ASSETS: Cash and cash equivalents $ 8,390 Accounts receivable, net 5,589 Merchandise inventories 3,810 Other current assets 421 Total current assets of discontinued operations 18,210 Property and equipment, net 2,928 Goodwill 16,389 Other intangible assets, net 37,403 Other assets 1,625 Total other assets of discontinued operations 58,345 Total assets of discontinued operations $ 76,555 LIABILITIES: Accounts payable and accrued liabilities $ 13,300 Other long-term liabilities 310 Total liabilities of discontinued operations $ 13,610 Below is a summary of cash flows from operating and investing activities attributable to continuing and discontinued operations during the 26 weeks ended January 30, 2016 (in thousands): CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities of continuing operations $ 61,780 Net cash provided by operating activities of discontinued operations 9,326 Net cash provided by operating activities $ 71,106 CASH FLOWS FROM INVESTING ACTIVITIES: Net cash used in investing activities of continuing operations $ (5,067 ) Net cash used in investing activities of discontinued operations (2,263 ) Net cash used in investing activities $ (7,330 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jan. 28, 2017
Estimated Fair Value of Line of Credit Borrowings and Long-Term Debt	The estimated fair value of the line of credit borrowings and long-term debt is as follows (in thousands): January 28, 2017 July 30, 2016 January 30, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Carrying Amount Fair Value Term loan $ 769,102 $ 396,088 $ 769,102 $ 592,209 $ 769,102 $ 399,933 Notes 171,006 58,997 171,006 68,402 287,575 71,894 ABL term loan 48,750 48,750 50,000 50,000 — — Line of credit borrowings 54,000 54,000 42,000 42,000 19,000 19,000 Less unamortized discount and deferred financing costs (9,819 ) — (13,679 ) — (16,171 ) — Total $ 1,033,039 $ 557,835 $ 1,018,429 $ 752,611 $ 1,059,506 $ 490,827

Goodwill and Other Intangible27

Goodwill and Other Intangible Assets (Tables)	6 Months Ended
	Jan. 28, 2017
Goodwill Allocated to Reporting Units	Goodwill allocated to our reporting units as of January 28, 2017, July 30, 2016 and January 30, 2016 is as follows (in thousands): Gymboree Gymboree Janie and Total Retail International Total Balance, January 30, 2016 $ 233,208 $ 65,363 $ 34,141 $ 332,712 $ 23,636 $ 356,348 Adjustments during the 26 weeks ended July 30, 2016: Goodwill impairment loss — — — — — — Effect of exchange rate fluctuations 693 — — 693 — 693 Balance, July 30, 2016 233,901 65,363 34,141 333,405 23,636 357,041 Adjustments during the 26 weeks ended January 28, 2017: Goodwill impairment loss (233,769 ) — — (233,769 ) — (233,769 ) Effect of exchange rate fluctuations (132 ) — — (132 ) — (132 ) Balance, January 28, 2017 $ — $ 65,363 $ 34,141 $ 99,504 $ 23,636 $ 123,140
Other Intangible Assets	Other intangible assets consist of the following (in thousands): Intangible Assets Not Subject to Amortization - Trade Names Gymboree Gymboree Outlet Janie and Jack Crazy 8 Total Intangible Total Other Balance, January 30, 2016 $ 202,200 $ 38,300 $ 42,200 $ 18,500 $ 301,200 $ 2,408 $ 303,608 Adjustments during the 26 weeks ended July 30, 2016: Intangible asset impairment loss — — — (2,600 ) (2,600 ) — (2,600 ) Amortization expense — — — — — (935 ) (935 ) Balance, July 30, 2016 202,200 38,300 42,200 15,900 298,600 1,473 300,073 Adjustments during the 26 weeks ended January 28, 2017: Intangible asset impairment loss (105,500 ) (14,600 ) — (14,200 ) (134,300 ) — (134,300 ) Amortization expense — — — — — (899 ) (899 ) Balance, January 28, 2017 $ 96,700 $ 23,700 $ 42,200 $ 1,700 $ 164,300 $ 574 $ 164,874

Line of Credit and Long-term 28

Line of Credit and Long-term Debt (Tables)	6 Months Ended
	Jan. 28, 2017
Line of Credit Borrowings and Long-Term Debt	Line of credit borrowings and long-term debt consist of (in thousands): January 28, July 30, 2016 January 30, Line of credit borrowings $ 54,000 $ 42,000 $ 19,000 Long-term debt - ABL term loan due December 2017, LIBOR plus 10.25% Principal amount $ 48,750 $ 50,000 $ — Less unamortized deferred financing costs (2,141 ) (3,228 ) — ABL term loan, net of unamortized deferred financing costs 46,609 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 (4,200 ) (6,062 ) (7,873 ) Less unamortized discount (390 ) (563 ) (732 ) Term loan, net of unamortized discount and deferred financing costs 764,512 762,477 760,497 Senior notes due December 2018, 9.125% Principal amount 171,006 171,006 287,575 Less unamortized deferred financing costs (3,088 ) (3,826 ) (7,566 ) Senior notes, net of unamortized deferred financing costs 167,918 167,180 280,009 Total long-term debt, net of unamortized discount and deferred financing costs 979,039 976,429 1,040,506 Less current portion of long-term debt, net of unamortized deferred financing cost (53,111 ) (5,527 ) — Long-term portion of long-term debt, net of unamortized discount and deferred financing costs $ 925,928 $ 970,902 $ 1,040,506 Total line of credit borrowings and long-term debt, net of unamortized discount and deferred financing costs $ 1,033,039 $ 1,018,429 $ 1,059,506
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 $9.4 million and accretion of original issue discount (“OID”) of $0.4 million as of January 28, 2017, are as follows (in thousands): Fiscal years ending Principal July 29, 2017 $ 4,277 August 4, 2018 813,575 August 3, 2019 171,006 Total $ 988,858

Sale-Leaseback of Dixon Distr29

Sale-Leaseback of Dixon Distribution Center (Tables)	6 Months Ended
	Jan. 28, 2017
Future Payments on Sale-Leaseback Financing Liability, Excluding Renewals	As of January 28, 2017, future payments on the sale-leaseback financing liability, excluding renewals, are as follows (in thousands): Fiscal years ending Payments July 29, 2017 $ 908 August 4, 2018 1,834 August 3, 2019 1,856 August 1, 2020 1,880 July 31, 2021 1,903 July 30, 2022 1,927 Thereafter 28,485 Total payments 38,793 Less amount representing interest (12,384 ) Less unamortized deferred financing costs (739 ) Total sale-leaseback financing liability, net of unamortized deferred financing costs 25,670 Less current portion of sale-leaseback financing liability included in accrued and other current liabilities (244 ) Long-term portion of sale-leaseback financing liability, net of unamortized deferred financing costs $ 25,426

Derivative Financial Instrume30

Derivative Financial Instruments (Tables)	6 Months Ended
	Jan. 28, 2017
Pre-tax Effect of Derivative Financial Instruments on Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	The tables below present the pre-tax 13 Weeks Ended January 28, 2017 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ — Interest expense $ (841 ) Forward foreign exchange contracts (1 ) Cost of goods sold (5 ) Total $ (1 ) $ (846 ) 13 Weeks Ended January 30, 2016 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ — Interest expense $ (1,124 ) Forward foreign exchange contracts 34 Cost of goods sold 86 Total $ 34 $ (1,038 ) 26 Weeks Ended January 28, 2017 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ — Interest expense $ (2,210 ) Forward foreign exchange contracts 113 Cost of goods sold (232 ) Total $ 113 $ (2,442 ) 26 Weeks Ended January 30, 2016 Gains / (Losses) Location of Gains Gains / (Losses) Interest rate caps $ (1 ) Interest expense $ (2,168 ) Forward foreign exchange contracts 12 Cost of goods sold 138 Total $ 11 $ (2,030 )
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): January 28, 2017 July 30, 2016 January 30, 2016 Number of Notional Number of Notional Number of Notional Interest rate derivatives Purchased interest rate caps — $ — 4 $ 700,000 4 $ 700,000 Foreign exchange derivatives Forward foreign exchange contracts — — 5 8,666 6 5,492 Total — $ — 9 $ 708,666 10 $ 705,492

Accumulated Other Comprehensi31

Accumulated Other Comprehensive Loss (Tables)	6 Months Ended
	Jan. 28, 2017
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): January 28, 2017 July 30, 2016 January 30, 2016 Foreign currency translation $ (8,445 ) $ (8,003 ) $ (9,236 ) Accumulated changes in fair value of derivative financial instruments, net of tax 104 579 (1,586 ) Total accumulated other comprehensive loss $ (8,341 ) $ (7,424 ) $ (10,822 )
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 January 28, 2017 Foreign Currency Derivatives Total Accumulated Beginning balance $ (8,377 ) $ 1,673 $ (6,704 ) Other comprehensive loss recognized before reclassifications (68 ) (1 ) (69 ) Amounts reclassified from accumulated other comprehensive (loss) income to earnings — 846 846 Tax benefit — (2,414 ) (2,414 ) Net current-period other comprehensive loss (68 ) (1,569 ) (1,637 ) Ending balance $ (8,445 ) $ 104 $ (8,341 ) 13 Weeks Ended January 30, 2016 Foreign Currency Derivatives Total Accumulated Beginning balance $ (7,803 ) $ (2,615 ) $ (10,418 ) Other comprehensive (loss) income recognized before reclassifications (1,914 ) 34 (1,880 ) Amounts reclassified from accumulated other comprehensive loss to earnings — 1,038 1,038 Tax benefit — (43 ) (43 ) Net current-period other comprehensive (loss) income (1,914 ) 1,029 (885 ) Other comprehensive loss attributable to noncontrolling interest 481 — 481 Ending balance $ (9,236 ) $ (1,586 ) $ (10,822 ) 26 Weeks Ended January 28, 2017 Foreign Currency Derivatives Total Accumulated Beginning balance $ (8,003 ) $ 579 $ (7,424 ) Other comprehensive (loss) income recognized before reclassifications (442 ) 113 (329 ) Amounts reclassified from accumulated other comprehensive (loss) income to earnings — 2,442 2,442 Tax benefit — (3,030 ) (3,030 ) Net current-period other comprehensive loss (442 ) (475 ) (917 ) Ending balance $ (8,445 ) $ 104 $ (8,341 ) 26 Weeks Ended January 30, 2016 Foreign Currency Derivatives Total Accumulated Beginning balance $ (7,758 ) $ (3,225 ) $ (10,983 ) Other comprehensive (loss) income recognized before reclassifications (2,156 ) 11 (2,145 ) Amounts reclassified from accumulated other comprehensive loss to earnings — 2,030 2,030 Tax benefit — (402 ) (402 ) Net current-period other comprehensive (loss) income (2,156 ) 1,639 (517 ) Other comprehensive loss attributable to noncontrolling interest 678 — 678 Ending balance $ (9,236 ) $ (1,586 ) $ (10,822 )

Segment Information (Tables)

Segment Information (Tables)	6 Months Ended
	Jan. 28, 2017
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 January 28, 2017 Retail Stores International Retail Total Net sales $ 352,898 $ 3,936 $ 356,834 Gross Profit $ 114,418 $ 1,993 $ 116,411 13 Weeks Ended January 30, 2016 Retail Stores International VIE Intersegment Elimination Total Net sales $ 374,112 $ 5,349 $ 2,118 $ (179 ) $ 381,400 Gross Profit $ 145,068 $ 3,018 $ 917 $ (179 ) $ 148,824 26 Weeks Ended January 28, 2017 Retail Stores International Retail Total Net sales $ 629,208 $ 7,453 $ 636,661 Gross Profit $ 219,798 $ 3,618 $ 223,416 26 Weeks Ended January 30, 2016 Retail Stores International VIE Intersegment Total Net sales $ 661,960 $ 11,378 $ 3,923 $ (341 ) $ 676,920 Gross Profit $ 256,672 $ 6,207 $ 1,193 $ (341 ) $ 263,731
Net Retail Sales of Retail Stores Segment and VIE (Gymboree China)	Net retail sales of the retail stores segment by brand and VIE (Gymboree China) were as follows for the periods ended (in thousands): Gymboree (1) Janie and Jack Crazy 8 Total VIE Total 13 weeks ended January 28, 2017 $ 227,635 $ 44,934 $ 80,329 $ 352,898 $ — $ 352,898 13 weeks ended January 30, 2016 $ 244,237 $ 44,444 $ 85,431 $ 374,112 $ 2,118 $ 376,230 26 weeks ended January 28, 2017 $ 404,106 $ 79,952 $ 145,150 $ 629,208 $ — $ 629,208 26 weeks ended January 30, 2016 $ 430,660 $ 78,044 $ 153,256 $ 661,960 $ 3,923 $ 665,883 (1) This includes the net retail sales for Gymboree Retail and Gymboree Outlet operating segments.
Total Assets of Each Reportable Segment	Below is a summary of total assets of each reportable segment as of the periods ended (in thousands): Total Assets Retail Stores International Retail VIE Intersegment Discontinued Total January 28, 2017 $ 728,915 $ 26,583 $ — $ — $ — $ 755,498 July 30, 2016 $ 1,151,745 $ 26,767 $ — $ — $ — $ 1,178,512 January 30, 2016 $ 1,027,622 $ 28,791 $ 8,068 $ (560 ) $ 76,555 $ 1,140,476
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 26 Weeks Ended January 28, 2017 January 30, 2016 January 28, 2017 January 30, 2016 United States $ 341,803 $ 363,825 $ 609,175 $ 645,202 International 15,031 17,575 27,486 31,718 $ 356,834 $ 381,400 $ 636,661 $ 676,920 Property and equipment, net, of our two geographical areas were as follows as of the periods ended (in thousands): January 28, 2017 July 30, 2016 January 30, 2016 United States $ 129,102 $ 138,384 $ 149,515 International 4,936 5,367 6,035 $ 134,038 $ 143,751 $ 155,550

Condensed Guarantor Data (Table

Condensed Guarantor Data (Tables)	6 Months Ended
	Jan. 28, 2017
Condensed Consolidating Statements of Operations	THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 13 WEEKS ENDED JANUARY 28, 2017 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net sales: Retail $ 794 $ 346,107 $ 15,891 $ (9,894 ) $ 352,898 Retail Franchise — 3,936 — — 3,936 Intercompany revenue 12,152 9,175 (1,272 ) (20,055 ) — Total net sales 12,946 359,218 14,619 (29,949 ) 356,834 Cost of goods sold, including buying and occupancy expenses (1,670 ) (237,582 ) (11,260 ) 10,089 (240,423 ) Gross profit 11,276 121,636 3,359 (19,860 ) 116,411 Selling, general and administrative expenses (20,978 ) (101,614 ) (3,693 ) 20,075 (106,210 ) Goodwill and intangible asset impairment — (357,978 ) (10,091 ) — (368,069 ) Operating loss (9,702 ) (337,956 ) (10,425 ) 215 (357,868 ) Interest expense (19,018 ) (415 ) — — (19,433 ) Other income (expense), net 97 (16 ) — — 81 Loss before income taxes (28,623 ) (338,387 ) (10,425 ) 215 (377,220 ) Income tax benefit (expense) 5,591 46,812 (118 ) — 52,285 Equity in earnings of affiliates, net of tax (301,903 ) — — 301,903 — Net loss $ (324,935 ) $ (291,575 ) $ (10,543 ) $ 302,118 $ (324,935 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 13 WEEKS ENDED JANUARY 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net sales: Retail $ 1,371 $ 364,681 $ 18,422 $ (8,244 ) $ 376,230 Retail Franchise — 5,170 — — 5,170 Intercompany revenue 19,333 (2,820 ) (1,062 ) (15,451 ) — Total net sales 20,704 367,031 17,360 (23,695 ) 381,400 Cost of goods sold, including buying and occupancy expenses (2,398 ) (226,671 ) (11,779 ) 8,272 (232,576 ) Gross profit 18,306 140,360 5,581 (15,423 ) 148,824 Selling, general and administrative expenses (15,975 ) (115,647 ) (6,274 ) 15,503 (122,393 ) Operating income (loss) 2,331 24,713 (693 ) 80 26,431 Interest expense (20,891 ) (486 ) — — (21,377 ) Gain on extinguishment of debt 41,522 — — — 41,522 Other (expense) income, net (240 ) 109 (328 ) — (459 ) Income (loss) from continuing operations before taxes 22,722 24,336 (1,021 ) 80 46,117 Income tax benefit (expense) 9,639 (9,511 ) (312 ) — (184 ) Equity in earnings of affiliates, net of tax 16,895 — — (16,895 ) — Income (loss) from continuing operations, net of tax 49,256 14,825 (1,333 ) (16,815 ) 45,933 Income from discontinued operations, net of tax 183 1,623 1,023 — 2,829 Net income (loss) 49,439 16,448 (310 ) (16,815 ) 48,762 Net loss attributable to noncontrolling interest — — 677 — 677 Net income (loss) attributable to The Gymboree Corporation $ 49,439 $ 16,448 $ 367 $ (16,815 ) $ 49,439 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 26 WEEKS ENDED JANUARY 28, 2017 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net sales: Retail $ 1,493 615,992 28,856 (17,133 ) $ 629,208 Retail Franchise — 7,453 — — 7,453 Intercompany revenue 28,520 16,529 (1,137 ) (43,912 ) — Total net sales 30,013 639,974 27,719 (61,045 ) 636,661 Cost of goods sold, including buying and occupancy expenses (3,357 ) (406,900 ) (20,287 ) 17,299 (413,245 ) Gross profit 26,656 233,074 7,432 (43,746 ) 223,416 Selling, general and administrative expenses (44,130 ) (203,737 ) (7,444 ) 43,947 (211,364 ) Goodwill and intangible asset impairment — (357,978 ) (10,091 ) — (368,069 ) Operating loss (17,474 ) (328,641 ) (10,103 ) 201 (356,017 ) Interest expense (38,508 ) (831 ) (26 ) — (39,365 ) Other income, net 178 29 9 — 216 Loss before income taxes (55,804 ) (329,443 ) (10,120 ) 201 (395,166 ) Income tax benefit (expense) 16,618 43,198 (477 ) — 59,339 Equity in earnings of affiliates, net of tax (296,641 ) — — 296,641 — Net loss $ (335,827 ) $ (286,245 ) $ (10,597 ) $ 296,842 $ (335,827 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE 26 WEEKS ENDED JANUARY 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net sales: Retail $ 1,746 $ 647,698 $ 33,145 $ (16,706 ) $ 665,883 Retail Franchise — 11,037 — — 11,037 Intercompany revenue 35,571 4,709 (503 ) (39,777 ) — Total net sales 37,317 663,444 32,642 (56,483 ) 676,920 Cost of goods sold, including buying and occupancy expenses (4,554 ) (402,624 ) (22,647 ) 16,636 (413,189 ) Gross profit 32,763 260,820 9,995 (39,847 ) 263,731 Selling, general and administrative expenses (38,784 ) (216,664 ) (11,846 ) 39,874 (227,420 ) Operating (loss) income (6,021 ) 44,156 (1,851 ) 27 36,311 Interest expense (42,308 ) (975 ) — — (43,283 ) Gain on extinguishment of debt 41,522 — — — 41,522 Other (expense) income, net (425 ) 108 (291 ) — (608 ) (Loss) income before income taxes (7,232 ) 43,289 (2,142 ) 27 33,942 Income tax benefit (expense) 16,847 (17,528 ) (338 ) (1,019 ) Equity in earnings of affiliates, net of tax 28,899 — — (28,899 ) — Income (loss) from continuing operations, net of tax 38,514 25,761 (2,480 ) (28,872 ) 32,923 Income from discontinued operations, net of tax 897 2,434 2,856 6,187 Net income (loss) 39,411 28,195 376 (28,872 ) 39,110 Net loss attributable to noncontrolling interest — — 301 — 301 Net income attributable to The Gymboree Corporation $ 39,411 $ 28,195 $ 677 $ (28,872 ) $ 39,411
Condensed Consolidating Statements of Comprehensive Income (Loss)	THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE 13 WEEKS ENDED JANUARY 28, 2017 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net loss $ (324,935 ) $ (291,575 ) $ (10,543 ) $ 302,118 $ (324,935 ) Other comprehensive (loss) income: Foreign currency translation adjustments (68 ) — 205 (205 ) (68 ) Unrealized net (loss) gain on cash flow hedges, net of tax (1,569 ) — 5 (5 ) (1,569 ) Total other comprehensive (loss) income (1,637 ) — 210 (210 ) (1,637 ) Comprehensive loss $ (326,572 ) $ (291,575 ) $ (10,333 ) $ 301,908 $ (326,572 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE 13 WEEKS ENDED JANUARY 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net income (loss) $ 49,439 $ 16,448 $ (310 ) $ (16,815 ) $ 48,762 Other comprehensive loss: Foreign currency translation adjustments (1,434 ) — (1,930 ) 1,450 (1,914 ) Unrealized net gain (loss) on cash flow hedges, net of tax 1,030 — (52 ) 51 1,029 Total other comprehensive loss (404 ) — (1,982 ) 1,501 (885 ) Comprehensive income (loss) 49,035 16,448 (2,292 ) (15,314 ) 47,877 Comprehensive loss attributable to noncontrolling interest — — 1,158 — 1,158 Comprehensive income (loss) attributable to The Gymboree Corporation $ 49,035 $ 16,448 $ (1,134 ) $ (15,314 ) $ 49,035 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE 26 WEEKS ENDED JANUARY 28, 2017 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net loss $ (335,827 ) $ (286,245 ) $ (10,597 ) $ 296,842 $ (335,827 ) Other comprehensive (loss) income: Foreign currency translation adjustments (442 ) — (165 ) 165 (442 ) Unrealized net (loss) gain on cash flow hedges, net of tax (475 ) — 346 (346 ) (475 ) Total other comprehensive (loss) income (917 ) — 181 (181 ) (917 ) Comprehensive loss $ (336,744 ) $ (286,245 ) $ (10,416 ) $ 296,661 $ (336,744 ) THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE 26 WEEKS ENDED JANUARY 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated Net income $ 39,411 $ 28,195 $ 376 $ (28,872 ) $ 39,110 Other comprehensive income (loss): Foreign currency translation adjustments (1,478 ) — (2,162 ) 1,484 (2,156 ) Unrealized net gain (loss) on cash flow hedges, net of tax 1,639 — (124 ) 124 1,639 Total other comprehensive income (loss), 161 — (2,286 ) 1,608 (517 ) Comprehensive income (loss) 39,572 28,195 (1,910 ) (27,264 ) 38,593 Comprehensive loss attributable to noncontrolling interest — — 979 — 979 Comprehensive income (loss) attributable to The Gymboree Corporation $ 39,572 $ 28,195 $ (931 ) $ (27,264 ) $ 39,572
Condensed Consolidating Balance Sheets	THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) January 28, 2017 The Gymboree Guarantor Non-guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 15,223 $ 2,618 $ 4,278 $ — $ 22,119 Restricted cash 24,018 — — — 24,018 Accounts receivable, net of allowance 2,549 11,648 702 — 14,899 Merchandise inventories — 206,409 4,973 (487 ) 210,895 Prepaid income taxes 1,333 588 141 — 2,062 Prepaid expenses 3,612 1,893 5 — 5,510 Intercompany receivable — 704,995 1,710 (706,705 ) — Total current assets 46,735 928,151 11,809 (707,192 ) 279,503 Property and equipment, net 15,993 112,705 5,340 — 134,038 Goodwill — 123,140 0 — 123,140 Other intangible assets, net — 164,854 20 — 164,874 Restricted cash 49,015 — — — 49,015 Other assets 1,314 1,122 2,820 (328 ) 4,928 Investment in subsidiaries 1,074,389 — — (1,074,389 ) — Total assets $ 1,187,446 $ 1,329,972 $ 19,989 $ (1,781,909 ) $ 755,498 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable $ 8,396 $ 108,638 $ 318 $ — $ 117,352 Accrued liabilities and other current liabilities 27,694 52,396 650 — 80,740 Line of credit borrowings 54,000 — — — 54,000 Current portion of long-term debt, net 53,111 — — — 53,111 Intercompany payable 699,503 — 7,689 (707,192 ) — Total current liabilities 842,704 161,034 8,657 (707,192 ) 305,203 Long-term liabilities: Long-term debt, net 925,928 — — — 925,928 Long-term sale-leaseback financing liability, net — 25,426 — — 25,426 Lease incentives and other liabilities 4,624 38,344 4,681 — 47,649 Deferred income taxes 23,338 37,430 — (328 ) 60,440 Total liabilities 1,796,594 262,234 13,338 (707,520 ) 1,364,646 Total stockholders’ (deficit) equity (609,148 ) 1,067,738 6,651 (1,074,389 ) (609,148 ) Total liabilities and stockholders’ (deficit) equity $ 1,187,446 $ 1,329,972 $ 19,989 $ (1,781,909 ) $ 755,498 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING BALANCE SHEETS (In thousands) July 30, 2016 The Gymboree Guarantor Non-guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 4,952 $ 4,607 $ 3,077 $ — $ 12,636 Restricted cash 33,505 — — — 33,505 Accounts receivable, net of allowance 1,486 10,009 795 — 12,290 Merchandise inventories — 229,118 4,258 (417 ) 232,959 Prepaid income taxes 1,332 578 136 — 2,046 Prepaid expenses 3,409 1,508 — — 4,917 Intercompany receivable 1,311 687,735 — (689,046 ) — Total current assets 45,995 933,555 8,266 (689,463 ) 298,353 Property and equipment, net 15,783 122,147 5,821 — 143,751 Goodwill — 346,818 10,223 — 357,041 Other intangible assets, net — 300,043 30 — 300,073 Restricted cash 73,566 — — — 73,566 Other assets 2,043 1,474 2,682 (471 ) 5,728 Investment in subsidiaries 1,373,355 — — (1,373,355 ) — Total assets $ 1,510,742 $ 1,704,037 $ 27,022 $ (2,063,289 ) $ 1,178,512 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable $ 8,255 $ 126,103 $ 140 $ — $ 134,498 Accrued and other current liabilities 50,370 60,121 1,418 — 111,909 Line of credit borrowings 42,000 — — — 42,000 Current portion of ABL term loan 5,527 — — — 5,527 Intercompany payable 685,536 — 3,927 (689,463 ) — Total current liabilities 791,688 186,224 5,485 (689,463 ) 293,934 Long-term liabilities: Long-term debt, 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) January 30, 2016 The Gymboree Guarantor Non-guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 982 $ 2,998 $ 5,794 $ — $ 9,774 Accounts receivable, net of allowance 1,073 19,042 992 — 21,107 Merchandise inventories — 195,860 7,300 (328 ) 202,832 Prepaid income taxes 1,511 516 169 — 2,196 Prepaid expenses 3,359 2,702 275 — 6,336 Intercompany receivable — 635,684 1,376 (637,060 ) — Current assets of discontinued operations — 42,255 14,479 (38,524 ) 18,210 Total current assets 6,925 899,057 30,385 (675,912 ) 260,455 Property and equipment, net 13,518 135,498 6,534 — 155,550 Goodwill — 346,818 9,530 — 356,348 Other intangible assets, net — 303,571 37 — 303,608 Other assets 2,899 683 2,999 (411 ) 6,170 Investment in subsidiaries 1,410,631 — — (1,410,631 ) — Other assets of discontinued operations — 54,825 3,520 — 58,345 Total assets $ 1,433,973 $ 1,740,452 $ 53,005 $ (2,086,954 ) $ 1,140,476 LIABILITIES AND STOCKHOLDERS’ Current liabilities: Accounts payable $ 10,065 $ 97,144 $ 657 $ — $ 107,866 Accrued and other current liabilities 27,941 59,276 3,064 — 90,281 Line of credit borrowings 19,000 — — — 19,000 Current obligation under capital lease — 605 — — 605 Intercompany payable 668,968 — 5,969 (674,937 ) — Current liabilities of discontinued operations — 2,108 12,167 (975 ) 13,300 Total current liabilities 725,974 159,133 21,857 (675,912 ) 231,052 Long-term liabilities: Long-term debt, net 1,040,506 — — — 1,040,506 Long-term sale-leaseback financing liability, net — 25,578 — — 25,578 Long-term obligation under capital lease — 2,245 — — 2,245 Lease incentives and other liabilities 4,455 46,105 3,870 — 54,430 Deferred income taxes 11,640 113,014 — (411 ) 124,243 Other long-term liabilities of discontinued operations — 13 297 — 310 Total liabilities 1,782,575 346,088 26,024 (676,323 ) 1,478,364 Total stockholders’ (deficit) equity (348,602 ) 1,394,364 16,267 (1,410,631 ) (348,602 ) Noncontrolling interest — — 10,714 — 10,714 Total liabilities and stockholders’ (deficit) equity $ 1,433,973 $ 1,740,452 $ 53,005 $ (2,086,954 ) $ 1,140,476
Condensed Consolidating Statements of Cash Flows	THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE 26 WEEKS ENDED JANUARY 28, 2017 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (59,338 ) $ 38,953 $ (449 ) $ (2,300 ) $ (23,134 ) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (3,912 ) (7,852 ) (375 ) — (12,139 ) Decrease in restricted cash 34,038 — — — 34,038 Intercompany transfers 1,310 (30,681 ) (1,710 ) 31,081 — Net cash provided by (used in) investing activities 31,436 (38,533 ) (2,085 ) 31,081 21,899 CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers 27,423 — 3,658 (31,081 ) — Proceeds from ABL facility 319,000 — — — 319,000 Payments on ABL facility (307,000 ) — — — (307,000 ) Payments on ABL term loan (1,250 ) — — — (1,250 ) Payments on capital lease and sale-leaseback financing liability — (109 ) — — (109 ) Dividend to The Gymboree Corporation — (2,300 ) 2,300 Net cash provided by (used in) financing activities 38,173 (2,409 ) 3,658 (28,781 ) 10,641 Effect of exchange rate fluctuations on cash and cash equivalents — — 77 — 77 Net increase (decrease) in cash and cash equivalents 10,271 (1,989 ) 1,201 — 9,483 CASH AND CASH EQUIVALENTS: Beginning of period 4,952 4,607 3,077 — 12,636 End of period $ 15,223 $ 2,618 $ 4,278 $ — $ 22,119 THE GYMBOREE CORPORATION CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE 26 WEEKS ENDED JANUARY 30, 2016 (In thousands) The Gymboree Guarantor Non-guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash (used in) provided by operating activities $ (41,633 ) $ 110,002 $ 4,237 $ (1,500 ) $ 71,106 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (4,433 ) (8,399 ) (1,075 ) — (13,907 ) Decrease in restricted cash 8,157 — — — 8,157 Capital distribution from subsidiary 7,358 — — (7,358 ) — Increase in related party loan receivable — — (1,741 ) — (1,741 ) Intercompany transfers 2,726 (100,537 ) (1,304 ) 99,115 — Other — 6 155 — 161 Net cash provided by (used) in investing activities 13,808 (108,930 ) (3,965 ) 91,757 (7,330 ) CASH FLOWS FROM FINANCING ACTIVITIES: Intercompany transfers 94,631 (73 ) 4,557 (99,115 ) — Proceeds from ABL facility 187,000 — — — 187,000 Payments on ABL facility (238,000 ) — — — (238,000 ) Repurchase of notes (15,325 ) — — — (15,325 ) Payments on capital lease and sale-leaseback financing liability — (374 ) — — (374 ) Payments for deferred financing costs (1,679 ) 227 — — (1,452 ) Dividend to The Gymboree Corporation — (1,500 ) — 1,500 — Capital distribution to The Gymboree Corporation — — (7,358 ) 7,358 — Net cash provided by (used in) financing activities 26,627 (1,720 ) (2,801 ) (90,257 ) (68,151 ) Effect of exchange rate fluctuations on cash and cash equivalents — — (958 ) — (958 ) Net decrease in cash and cash equivalents (1,198 ) (648 ) (3,487 ) — (5,333 ) 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 982 3,001 14,181 — 18,164 Less - cash and cash equivalents of discontinued operations, end of period — (3 ) (8,387 ) — (8,390 ) Cash and cash equivalents of continuing operations, end of period $ 982 $ 2,998 $ 5,794 $ — $ 9,774

Basis of Presentation - Additio

Basis of Presentation - Additional Information (Detail)	Jan. 28, 2017
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%

Going Concern Uncertainty - Add

Going Concern Uncertainty - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 28, 2017	Jan. 30, 2016	Jul. 30, 2016	Mar. 14, 2017
Going Concern [Line Items]
(Loss) income from continuing operations, net of tax	$ (324,935)	$ 45,933	$ (335,827)	$ 32,923
Net cash (used in) provided by operating activities			(23,134)	71,106
Accumulated deficit	(1,128,678)	(863,539)	(1,128,678)	(863,539)	$ (792,851)
Cash and cash equivalents	22,119	9,774	22,119	9,774	12,636
Restricted cash	73,000		73,000
Total indebtedness	1,043,000		1,043,000
Current portion of long-term debt	53,111		53,111		5,527
Line of credit borrowings	54,000	19,000	54,000	$ 19,000	42,000
Debt instrument, principal amount	988,858		988,858
ABL Revolving Facility
Going Concern [Line Items]
Line of credit borrowings	54,000		$ 54,000
Long-term debt, due date			2017-12
Subsequent Event
Going Concern [Line Items]
Current portion of long-term debt						$ 871,900
ABL Term Loan
Going Concern [Line Items]
Long-term debt, due date			2017-12
Debt instrument, principal amount	48,750		$ 48,750		$ 50,000
Term Loan
Going Concern [Line Items]
Long-term debt, due date			2018-02	2018-02	2018-02
Debt instrument, principal amount	769,102	769,102	$ 769,102	$ 769,102	$ 769,102
Debt instrument, current principal amount	6,500		$ 6,500
Debt instrument, current maturity date, description			$6.5 million of Term loan, due in March, June, September, and December 2017
Debt instrument, non-current principal amount	762,600		$ 762,600
Notes
Going Concern [Line Items]
Long-term debt, due date			2018-12	2018-12	2018-12
Debt instrument, principal amount	$ 171,006	$ 287,575	$ 171,006	$ 287,575	$ 171,006

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	Jan. 28, 2017	Jul. 30, 2016	Jan. 30, 2016
ASSETS:
Deferred financing costs	$ 9,400
Other assets	4,928	$ 5,728	$ 6,170
Total assets	755,498	1,178,512	1,140,476
LIABILITIES AND STOCKHOLDERS' DEFICIT:
Long-term debt, net	925,928	970,902	1,040,506
Long-term sale-leaseback financing liability, net	25,426	25,508	25,578
Total liabilities	1,364,646	1,451,785	1,478,364
Total liabilities and stockholders' deficit	$ 755,498	$ 1,178,512	1,140,476
Other Assets of Discontinued Operations
ASSETS:
Other assets			(1,625)
Previously Reported
ASSETS:
Deferred financing costs			19,019
Other assets			5,044
Total assets			1,156,744
LIABILITIES AND STOCKHOLDERS' DEFICIT:
Long-term debt, net			1,055,945
Long-term sale-leaseback financing liability, net			26,407
Total liabilities			1,494,632
Total liabilities and stockholders' deficit			1,156,744
Adjustments
ASSETS:
Deferred financing costs			(19,019)
Other assets			2,751
Total assets			(16,268)
LIABILITIES AND STOCKHOLDERS' DEFICIT:
Long-term debt, net			(15,439)
Long-term sale-leaseback financing liability, net			(829)
Total liabilities			(16,268)
Total liabilities and stockholders' deficit			$ (16,268)

Discontinued Operations - Addit

Discontinued Operations - Additional Information (Detail) - USD ($) $ in Thousands	Jul. 15, 2016	Jan. 28, 2017	Jan. 30, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Decrease in restricted cash		$ 34,038	$ 8,157
Restricted cash current and non current		73,000
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		34,000
Restricted cash current and non current		$ 73,000

Schedule of Composition of Inco

Schedule of Composition of Income from Discontinued Operations (Detail) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jan. 30, 2016	Jan. 30, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income from discontinued operations, net of tax	$ 2,829	$ 6,187
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	10,976	20,897
Cost of goods sold, including occupancy expenses	(2,356)	(4,403)
Selling, general and administrative expenses	(5,214)	(8,753)
Other expense, net	(60)	(43)
Income from discontinued operations, before tax	3,346	7,698
Income tax expense	(517)	(1,511)
Income from discontinued operations, net of tax	2,829	6,187
Loss (income) from discontinued operations attributable to noncontrolling interest	(1,023)	(2,856)
Income from discontinued operations attributable to The Gymboree Corporation	$ 1,806	$ 3,331

Schedule of Income from Discont

Schedule of Income from Discontinued Operations, before Tax (Detail) - Discontinued Operations, Disposed of by Sale - Gymboree Play & Music - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jan. 30, 2016	Jan. 30, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income (loss) from discontinued operations, before tax	$ 3,346	$ 7,698
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	1,892	3,533
Noncontrolling Interest
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income (loss) from discontinued operations, before tax	$ 1,454	$ 4,165

Schedule of Assets and Liabilit

Schedule of Assets and Liabilities for Discontinued Operations (Detail) $ in Thousands	Jan. 30, 2016USD ($)
ASSETS:
Cash and cash equivalents	$ 8,390
Total current assets of discontinued operations	18,210
Total other assets of discontinued operations	58,345
LIABILITIES:
Other long-term liabilities	310
Discontinued Operations, Disposed of by Sale | Gymboree Play & Music
ASSETS:
Cash and cash equivalents	8,390
Accounts receivable, net	5,589
Merchandise inventories	3,810
Other current assets	421
Total current assets of discontinued operations	18,210
Property and equipment, net	2,928
Goodwill	16,389
Other intangible assets, net	37,403
Other assets	1,625
Total other assets of discontinued operations	58,345
Total assets of discontinued operations	76,555
LIABILITIES:
Accounts payable and accrued liabilities	13,300
Other long-term liabilities	310
Total liabilities of discontinued operations	$ 13,610

Summary of Cash Flows from Oper

Summary of Cash Flows from Operating and Investing Activities Attributable To Continuing and Discontinued Operations (Detail) - USD ($) $ in Thousands	6 Months Ended
	Jan. 28, 2017	Jan. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities	$ (23,134)	$ 71,106
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by (used in) investing activities	$ 21,899	(7,330)
Discontinued Operations, Disposed of by Sale | Gymboree Play & Music
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities of continuing operations		61,780
Net cash provided by operating activities of discontinued operations		9,326
Net cash (used in) provided by operating activities		71,106
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities of continuing operations		(5,067)
Net cash used in investing activities of discontinued operations		(2,263)
Net cash provided by (used in) investing activities		$ (7,330)

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 28, 2017	Jul. 30, 2016	Jan. 30, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment for goodwill			$ 233,769,000
Inventory charges	$ 11,600,000	$ 400,000	12,999,000		$ 448,000
Trade names
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trade names impairment			134,300,000	$ 2,600,000
Retail Stores
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment for goodwill	233,800,000		233,769,000
Retail Stores | Trade names
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trade names impairment	134,300,000		134,300,000
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	73,200,000	0	73,200,000	110,300,000	0
Significant Other Observable Inputs (Level 2) | Forward foreign exchange contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities Fair Value	0	145,000	0	$ 123,000	145,000
Under-Performing Stores
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Property and equipment impairment charges	$ 1,500,000	$ 700,000	$ 2,000,000		$ 700,000

Estimated Fair Value of Line of

Estimated Fair Value of Line of Credit borrowings and Long-Term Debt (Detail) - USD ($) $ in Thousands	Jan. 28, 2017	Jul. 30, 2016	Jan. 30, 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long term debt, Fair Value	$ 557,835	$ 752,611	$ 490,827
Long term debt, gross	988,858
Less unamortized discount and deferred financing costs	(9,819)	(13,679)	(16,171)
Total	1,033,039	1,018,429	1,059,506
Term Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long term debt, Fair Value	396,088	592,209	399,933
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	58,997	68,402	71,894
Long term debt, gross	171,006	171,006	287,575
ABL Revolving Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long term debt, Fair Value	48,750	50,000
Long term debt, gross	48,750	50,000
Line of Credit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long term debt, Fair Value	54,000	42,000	19,000
Long term debt, gross	$ 54,000	$ 42,000	$ 19,000

Merchandise Inventories - Addit

Merchandise Inventories - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 28, 2017	Jan. 30, 2016
Inventory [Line Items]
Inventory charges	$ 11,600	$ 400	$ 12,999	$ 448

Goodwill Allocated to Reporting

Goodwill Allocated to Reporting Units (Detail) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jan. 28, 2017	Jan. 28, 2017	Jul. 30, 2016
Goodwill [Line Items]
Beginning balance		$ 357,041	$ 356,348
Goodwill impairment loss		(233,769)
Effect of exchange rate fluctuations		(132)	693
Ending balance	$ 123,140	123,140	357,041
Gymboree Retail
Goodwill [Line Items]
Beginning balance		233,901	233,208
Goodwill impairment loss		(233,769)
Effect of exchange rate fluctuations		(132)	693
Ending balance			233,901
Gymboree Outlet
Goodwill [Line Items]
Beginning balance		65,363	65,363
Ending balance	65,363	65,363	65,363
Janie And Jack Shops
Goodwill [Line Items]
Beginning balance		34,141	34,141
Ending balance	34,141	34,141	34,141
Retail Stores
Goodwill [Line Items]
Beginning balance		333,405	332,712
Goodwill impairment loss	(233,800)	(233,769)
Effect of exchange rate fluctuations		(132)	693
Ending balance	99,504	99,504	333,405
International Retail Franchise
Goodwill [Line Items]
Beginning balance		23,636	23,636
Ending balance	$ 23,636	$ 23,636	$ 23,636

Goodwill and Other Intangible46

Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 28, 2017	Jul. 30, 2016	Jan. 30, 2016
Goodwill and Intangible Assets Disclosure [Line Items]
Percentage of stores sales declined	5.00%		6.00%
Inventory write down value	$ 11,600	$ 400	$ 12,999		$ 448
Impairment for goodwill			$ 233,769
Minimum
Goodwill and Intangible Assets Disclosure [Line Items]
Discount rate used in goodwill impairment analysis	8.50%		8.50%
Maximum
Goodwill and Intangible Assets Disclosure [Line Items]
Discount rate used in goodwill impairment analysis	17.00%		17.00%
Trade names
Goodwill and Intangible Assets Disclosure [Line Items]
Trade names impairment			$ 134,300	$ 2,600
Retail Stores
Goodwill and Intangible Assets Disclosure [Line Items]
Impairment for goodwill	$ 233,800		233,769
Retail Stores | Trade names
Goodwill and Intangible Assets Disclosure [Line Items]
Trade names impairment	$ 134,300		$ 134,300

Other Intangible Assets (Detail

Other Intangible Assets (Detail) - USD ($) $ in Thousands	6 Months Ended
	Jan. 28, 2017	Jul. 30, 2016
Intangible Assets [Line Items]
Intangible assets subject to amortization, beginning balance	$ 1,473	$ 2,408
Intangible asset impairment loss	0	0
Amortization expense	(899)	(935)
Intangible assets subject to amortization, ending balance	574	1,473
Other intangible assets, beginning balance	300,073	303,608
Intangible asset impairment loss	(134,300)	(2,600)
Amortization expense	(899)	(935)
Other intangible assets, ending balance	164,874	300,073
Trade names
Intangible Assets [Line Items]
Intangible assets not subject to amortization, beginning balance	298,600	301,200
Intangible asset impairment loss	(134,300)	(2,600)
Intangible assets not subject to amortization, ending balance	164,300	298,600
Trade names | Gymboree Retail
Intangible Assets [Line Items]
Intangible assets not subject to amortization, beginning balance	202,200	202,200
Intangible asset impairment loss	(105,500)
Intangible assets not subject to amortization, ending balance	96,700	202,200
Trade names | Gymboree Outlet
Intangible Assets [Line Items]
Intangible assets not subject to amortization, beginning balance	38,300	38,300
Intangible asset impairment loss	(14,600)
Intangible assets not subject to amortization, ending balance	23,700	38,300
Trade names | Janie And Jack Shops
Intangible Assets [Line Items]
Intangible assets not subject to amortization, beginning balance	42,200	42,200
Intangible assets not subject to amortization, ending balance	42,200	42,200
Trade names | Crazy 8 Stores
Intangible Assets [Line Items]
Intangible assets not subject to amortization, beginning balance	15,900	18,500
Intangible asset impairment loss	(14,200)	(2,600)
Intangible assets not subject to amortization, ending balance	$ 1,700	$ 15,900

Line Of Credit Borrowings and L

Line Of Credit Borrowings and Long-Term Debt (Detail) - USD ($) $ in Thousands	Jan. 28, 2017	Jul. 30, 2016	Jan. 30, 2016
Debt Instrument [Line Items]
Line of credit borrowings	$ 54,000	$ 42,000	$ 19,000
Principal amount	988,858
Less unamortized deferred financing costs	(9,400)
Less unamortized discount	(400)
Long term debt	979,039	976,429	1,040,506
Less current portion of long-term debt, net of unamortized deferred financing cost	(53,111)	(5,527)
Long-term portion of long-term debt, net of unamortized discount and deferred financing costs	925,928	970,902	1,040,506
Total	1,033,039	1,018,429	1,059,506
ABL Term Loan
Debt Instrument [Line Items]
Principal amount	48,750	50,000
Less unamortized deferred financing costs	(2,141)	(3,228)
Long term debt	46,609	46,772
Term Loan
Debt Instrument [Line Items]
Principal amount	769,102	769,102	769,102
Less unamortized deferred financing costs	(4,200)	(6,062)	(7,873)
Less unamortized discount	(390)	(563)	(732)
Long term debt	764,512	762,477	760,497
Notes
Debt Instrument [Line Items]
Principal amount	171,006	171,006	287,575
Less unamortized deferred financing costs	(3,088)	(3,826)	(7,566)
Long term debt	$ 167,918	$ 167,180	$ 280,009

Line Of Credit Borrowings and49

Line Of Credit Borrowings and Long-Term Debt (Parenthetical) (Detail)	6 Months Ended		12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	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 50

Line of Credit and Long-term Debt - Additional Information (Detail) - USD ($)	6 Months Ended		12 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jul. 30, 2016	Apr. 22, 2016
Line of Credit Facility [Line Items]
Line of credit, weighted average interest rate	3.70%
Debt instrument, principal amount	$ 988,858,000
Long-term debt, payment amount	$ 1,250,000
Domestic subsidiaries, ownership percentage	100.00%
Deferred financing costs	$ 9,400,000
Term loan, discount	$ 400,000
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	34,600,000
Line of credit, remaining borrowing capacity	$ 90,700,000
Long-term debt, due date	2017-12
ABL Revolving Facility | Net of Minimum Amount of Combined Availability And Availability
Line of Credit Facility [Line Items]
Line of credit, remaining borrowing capacity	$ 67,900,000
ABL Revolving Facility | Federal Funds Effective Rate
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate	0.50%
ABL Revolving Facility | Adjusted LIBOR Rate
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate	1.00%
ABL Revolving Facility | Minimum
Line of Credit Facility [Line Items]
Line of credit, commitment fee	0.25%
ABL Revolving Facility | Maximum
Line of Credit Facility [Line Items]
Line of credit facility, borrowing base reserves	$ 25,000,000
Line of credit, commitment fee	0.375%
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]
Debt instrument, principal amount	$ 48,750,000
ABL Term Loan
Line of Credit Facility [Line Items]
Debt instrument, principal amount	48,750,000		$ 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	$ 2,141,000		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	11.20%
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]
Debt instrument, principal amount	$ 171,006,000	$ 287,575,000	$ 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	$ 3,088,000	$ 7,566,000	$ 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]
Debt instrument, principal amount	$ 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	$ 4,200,000	$ 7,873,000	$ 6,062,000
Term loan, discount	$ 390,000	$ 732,000	$ 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	Jan. 28, 2017USD ($)
Long Term Debt Maturities Repayments Of Principal [Line Items]
Principal payments in July 29, 2017	$ 4,277
Principal payments in August 4, 2018	813,575
Principal payments in August 3, 2019	171,006
Total	$ 988,858

Sale-Leaseback of Dixon Distr52

Sale-Leaseback of Dixon Distribution Center - Additional Information (Detail) - USD ($) $ in Thousands	May 05, 2015	Jan. 28, 2017	Jan. 30, 2016	Jan. 28, 2017	Jan. 30, 2016	Jul. 30, 2016
Sale Leaseback Transaction [Line Items]
Payments related to sale-leaseback financing liability				$ 900	$ 900
Interest expense		$ 19,433	$ 21,377	39,365	43,283
Net property and equipment		134,038	$ 155,550	134,038	155,550	$ 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		3,500
Interest expense				800	$ 800
Net property and equipment		$ 18,200		$ 18,200
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	Jan. 28, 2017	Jul. 30, 2016	Jan. 30, 2016
Sale Leaseback Transaction [Line Items]
July 29, 2017	$ 908
August 4, 2018	1,834
August 3, 2019	1,856
August 1, 2020	1,880
July 31, 2021	1,903
July 30, 2022	1,927
Thereafter	28,485
Total payments	38,793
Less amount representing interest	(12,384)
Less unamortized deferred financing costs	(739)
Total sale-leaseback financing liability, net of unamortized deferred financing costs	25,670
Less current portion of sale-leaseback financing liability included in accrued and other current liabilities	(244)
Long-term portion of sale-leaseback financing liability, net of unamortized deferred financing costs	$ 25,426	$ 25,508	$ 25,578

Outstanding Derivatives Designa

Outstanding Derivatives Designated as Cash Flow Hedges (Detail) - Designated as Hedging Instrument $ in Thousands	Jan. 28, 2017USD ($)	Jul. 30, 2016USD ($)Derivative	Jan. 30, 2016USD ($)Derivative
Derivative [Line Items]
Number of derivative instruments | Derivative		9	10
Notional | $		$ 708,666	$ 705,492
Interest rate derivatives | Interest rate caps
Derivative [Line Items]
Number of interest rate derivative instruments | Derivative		4	4
Notional | $		$ 700,000	$ 700,000
Foreign exchange derivatives | Forward foreign exchange contracts
Derivative [Line Items]
Number of foreign currency exchange rate derivatives, designated as cash flow hedges | Derivative		5	6
Notional | $	$ 0	$ 8,666	$ 5,492

Derivative Financial Instrume55

Derivative Financial Instruments - Additional Information (Detail) - USD ($)	6 Months Ended
	Jan. 28, 2017	Jul. 30, 2016	Jan. 30, 2016
Derivatives
Derivative [Line Items]
Interest rate caps, maturity date	2016-12
Not Designated as Hedging Instrument | Forward foreign exchange contracts
Derivative [Line Items]
Derivative notional amount	$ 0	$ 1,500,000	$ 0
Designated as Hedging Instrument
Derivative [Line Items]
Derivative notional amount		708,666,000	705,492,000
Foreign exchange derivatives | Designated as Hedging Instrument | Forward foreign exchange contracts
Derivative [Line Items]
Derivative notional amount	$ 0	$ 8,666,000	$ 5,492,000

Pre-tax Effect of Derivative Fi

Pre-tax Effect of Derivative Financial Instruments on Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 28, 2017	Jan. 30, 2016
Derivative Instruments, Gain (Loss) [Line Items]
Gains / (Losses) Recognized in OCI on Derivative (Effective Portion)	$ (1)	$ 34	$ 113	$ 11
Gains / (Losses) Reclassified from Accumulated OCI into Income (Effective Portion)	(846)	(1,038)	(2,442)	(2,030)
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)	(841)	(1,124)	(2,210)	(2,168)
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)	(1)	34	113	12
Gains / (Losses) Reclassified from Accumulated OCI into Income (Effective Portion)	$ (5)	$ 86	$ (232)	$ 138

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jan. 28, 2017	Jan. 28, 2017	Jul. 30, 2016	Jan. 30, 2016
Income Taxes [Line Items]
Unrecognized tax benefits	$ 6.1	$ 6.1	$ 6.3	$ 6.4
Unrecognized tax benefits decrease during next twelve months	0.9	0.9
Valuation allowance	33.9	33.9	30.6	63.2
Deferred income tax liabilities, net	60.4	60.4	110.8	124.2
Deferred income tax assets, net	2.5	2.5	$ 2.2	$ 2.9
Amounts reclassified from accumulated other comprehensive loss to earnings	$ 2.4	$ 3

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - 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	Jan. 28, 2017	Jul. 30, 2016	Jan. 30, 2016
Accumulated Other Comprehensive Income (Loss) [Line Items]
Foreign currency translation	$ (8,445)	$ (8,003)	$ (9,236)
Accumulated changes in fair value of derivative financial instruments, net of tax	104	579	(1,586)
Total accumulated other comprehensive loss	$ (8,341)	$ (7,424)	$ (10,822)

Changes in Accumulated Other Co

Changes in Accumulated Other Comprehensive Income Balance by Component (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 28, 2017	Jan. 30, 2016
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance			$ (273,273)
Total other comprehensive (loss) income	$ (1,637)	$ (885)	(917)	$ (517)
Ending balance	(609,148)	(337,888)	(609,148)	(337,888)
Foreign Currency
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(8,377)	(7,803)	(8,003)	(7,758)
Other comprehensive (loss) income recognized before reclassifications	(68)	(1,914)	(442)	(2,156)
Total other comprehensive (loss) income	(68)	(1,914)	(442)	(2,156)
Other comprehensive loss attributable to noncontrolling interest		481		678
Ending balance	(8,445)	(9,236)	(8,445)	(9,236)
Derivatives
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	1,673	(2,615)	579	(3,225)
Other comprehensive (loss) income recognized before reclassifications	(1)	34	113	11
Amounts reclassified from accumulated other comprehensive (loss) income to earnings	846	1,038	2,442	2,030
Tax benefit	(2,414)	(43)	(3,030)	(402)
Total other comprehensive (loss) income	(1,569)	1,029	(475)	1,639
Ending balance	104	(1,586)	104	(1,586)
Total Accumulated Comprehensive (Loss) Income Including Noncontrolling Interest
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(6,704)	(10,418)	(7,424)	(10,983)
Other comprehensive (loss) income recognized before reclassifications	(69)	(1,880)	(329)	(2,145)
Amounts reclassified from accumulated other comprehensive (loss) income to earnings	846	1,038	2,442	2,030
Tax benefit	(2,414)	(43)	(3,030)	(402)
Total other comprehensive (loss) income	(1,637)	(885)	(917)	(517)
Other comprehensive loss attributable to noncontrolling interest		481		678
Ending balance	$ (8,341)	$ (10,822)	$ (8,341)	$ (10,822)

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 28, 2017	Jan. 30, 2016	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	$ 0.7	$ 0.8	$ 1.5	$ 1.3
Payable to related parties	1.4	0.2	1.4	0.2	$ 1.6
Bain Capital Private Equity Lp | Gymboree Play & Music
Related Party Transaction [Line Items]
Payable to related parties	1.3		1.3		1.3
LogicSource
Related Party Transaction [Line Items]
Payable to related parties	0	0.1	0	0.1	0
Purchased services	0.4	0.6	0.5	1
Giraffe Holding, Inc
Related Party Transaction [Line Items]
Receivable from related parties	$ 0.4	$ 0	$ 0.4	$ 0	$ 0.4

Segment Information - Additiona

Segment Information - Additional Information (Detail) $ in Thousands	3 Months Ended		6 Months Ended
	Jan. 28, 2017USD ($)	Jan. 30, 2016USD ($)	Jan. 28, 2017USD ($)BrandSegment	Jan. 30, 2016USD ($)
Segment Reporting Information [Line Items]
Reportable segment, sales	$ 356,834	$ 381,400	$ 636,661	$ 676,920
Intersegment elimination
Segment Reporting Information [Line Items]
Reportable segment, sales		(179)		(341)
Retail Stores
Segment Reporting Information [Line Items]
Number of reportable segments | Segment			1
Number of operating segments | Brand			4
Reportable segment, sales	352,898	376,230	$ 629,208	665,883
International Retail Franchise
Segment Reporting Information [Line Items]
Reportable segment, sales	$ 3,936	5,170	$ 7,453	11,037
International Retail Franchise | Intersegment elimination
Segment Reporting Information [Line Items]
Reportable segment, sales		$ 200		$ 300

Financial Data of Each Reportab

Financial Data of Each Reportable Segment (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 28, 2017	Jan. 30, 2016
Segment Reporting Information [Line Items]
Reportable segment, sales	$ 356,834	$ 381,400	$ 636,661	$ 676,920
Reportable segment, gross profit	116,411	148,824	223,416	263,731
Retail Stores
Segment Reporting Information [Line Items]
Reportable segment, sales	352,898	376,230	629,208	665,883
Retail Stores | VIE
Segment Reporting Information [Line Items]
Reportable segment, sales		2,118		3,923
International Retail Franchise
Segment Reporting Information [Line Items]
Reportable segment, sales	3,936	5,170	7,453	11,037
Operating Segments | VIE
Segment Reporting Information [Line Items]
Reportable segment, sales		2,118		3,923
Reportable segment, gross profit		917		1,193
Operating Segments | Retail Stores
Segment Reporting Information [Line Items]
Reportable segment, sales	352,898	374,112	629,208	661,960
Reportable segment, gross profit	114,418	145,068	219,798	256,672
Operating Segments | International Retail Franchise
Segment Reporting Information [Line Items]
Reportable segment, sales	3,936	5,349	7,453	11,378
Reportable segment, gross profit	$ 1,993	3,018	$ 3,618	6,207
Intersegment elimination
Segment Reporting Information [Line Items]
Reportable segment, sales		(179)		(341)
Reportable segment, gross profit		(179)		(341)
Intersegment elimination | International Retail Franchise
Segment Reporting Information [Line Items]
Reportable segment, sales		$ 200		$ 300

Net Retail Sales of Retail Stor

Net Retail Sales of Retail Stores Segment and VIE (Detail) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jan. 28, 2017	Jan. 30, 2016	Jan. 28, 2017	Jan. 30, 2016
Segment Reporting Information [Line Items]
Reportable segment, sales		$ 356,834	$ 381,400	$ 636,661	$ 676,920
Retail Stores
Segment Reporting Information [Line Items]
Reportable segment, sales		352,898	376,230	629,208	665,883
Retail Stores | Balance Before Consolidation of VIEs
Segment Reporting Information [Line Items]
Reportable segment, sales		352,898	374,112	629,208	661,960
Retail Stores | Balance Before Consolidation of VIEs | Gymboree Retail and Gymboree Outlet
Segment Reporting Information [Line Items]
Reportable segment, sales	[1]	227,635	244,237	404,106	430,660
Retail Stores | Balance Before Consolidation of VIEs | Janie And Jack Shops
Segment Reporting Information [Line Items]
Reportable segment, sales		44,934	44,444	79,952	78,044
Retail Stores | Balance Before Consolidation of VIEs | Crazy 8 Stores
Segment Reporting Information [Line Items]
Reportable segment, sales		$ 80,329	85,431	$ 145,150	153,256
Retail Stores | VIE
Segment Reporting Information [Line Items]
Reportable segment, sales			$ 2,118		$ 3,923
[1]	This includes the net retail sales for Gymboree Retail and Gymboree Outlet operating segments.

Total Assets of Each Reportable

Total Assets of Each Reportable Segment (Detail) - USD ($) $ in Thousands	Jan. 28, 2017	Jul. 30, 2016	Jan. 30, 2016
Segment Reporting Information [Line Items]
Reportable segment, Total assets	$ 755,498	$ 1,178,512	$ 1,140,476
Continuing Operations | Operating Segments | VIE
Segment Reporting Information [Line Items]
Reportable segment, Total assets			8,068
Continuing Operations | Operating Segments | Retail Stores
Segment Reporting Information [Line Items]
Reportable segment, Total assets	728,915	1,151,745	1,027,622
Continuing Operations | Operating Segments | International Retail Franchise
Segment Reporting Information [Line Items]
Reportable segment, Total assets	$ 26,583	$ 26,767	28,791
Continuing Operations | Intersegment elimination
Segment Reporting Information [Line Items]
Reportable segment, Total assets			(560)
Discontinued Operations
Segment Reporting Information [Line Items]
Reportable segment, Total assets			$ 76,555

Net Sales and Property and Equi

Net Sales and Property and Equipment, Net of Each Geographical Areas (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 28, 2017	Jan. 30, 2016	Jul. 30, 2016
Geographic Reporting Disclosure [Line Items]
Net sales	$ 356,834	$ 381,400	$ 636,661	$ 676,920
Property and equipment, net	134,038	155,550	134,038	155,550	$ 143,751
UNITED STATES
Geographic Reporting Disclosure [Line Items]
Net sales	341,803	363,825	609,175	645,202
Property and equipment, net	129,102	149,515	129,102	149,515	138,384
International geographical segment
Geographic Reporting Disclosure [Line Items]
Net sales	15,031	17,575	27,486	31,718
Property and equipment, net	$ 4,936	$ 6,035	$ 4,936	$ 6,035	$ 5,367

Condensed Guarantor Data - Addi

Condensed Guarantor Data - Additional Information (Detail)	Jan. 28, 2017
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		6 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 28, 2017	Jan. 30, 2016
Net sales:
Net sales	$ 356,834	$ 381,400	$ 636,661	$ 676,920
Cost of goods sold, including buying and occupancy expenses	(240,423)	(232,576)	(413,245)	(413,189)
Gross profit	116,411	148,824	223,416	263,731
Selling, general and administrative expenses	(106,210)	(122,393)	(211,364)	(227,420)
Goodwill and intangible asset impairment	(368,069)		(368,069)
Operating (loss) income	(357,868)	26,431	(356,017)	36,311
Interest expense	(19,433)	(21,377)	(39,365)	(43,283)
Gain on extinguishment of debt		41,522		41,522
Other income (expense), net	81	(459)	216	(608)
(Loss) income from continuing operations before taxes	(377,220)	46,117	(395,166)	33,942
Income tax benefit (expense)	52,285	(184)	59,339	(1,019)
(Loss) income from continuing operations, net of tax	(324,935)	45,933	(335,827)	32,923
Income from discontinued operations, net of tax		2,829		6,187
Net (loss) income	(324,935)	48,762	(335,827)	39,110
Net loss attributable to noncontrolling interest		677		301
Net (loss) income attributable to The Gymboree Corporation	(324,935)	49,439	(335,827)	39,411
Retail Stores
Net sales:
Net sales	352,898	376,230	629,208	665,883
International Retail Franchise
Net sales:
Net sales	3,936	5,170	7,453	11,037
Eliminations
Net sales:
Net sales	(29,949)	(23,695)	(61,045)	(56,483)
Cost of goods sold, including buying and occupancy expenses	10,089	8,272	17,299	16,636
Gross profit	(19,860)	(15,423)	(43,746)	(39,847)
Selling, general and administrative expenses	20,075	15,503	43,947	39,874
Operating (loss) income	215	80	201	27
(Loss) income from continuing operations before taxes	215	80	201	27
Equity in earnings of affiliates, net of tax	301,903	(16,895)	296,641	(28,899)
(Loss) income from continuing operations, net of tax		(16,815)		(28,872)
Net (loss) income	302,118	(16,815)	296,842	(28,872)
Net (loss) income attributable to The Gymboree Corporation		(16,815)		(28,872)
Eliminations | Retail Stores
Net sales:
Net sales	(9,894)	(8,244)	(17,133)	(16,706)
Eliminations | Intercompany revenue
Net sales:
Net sales	(20,055)	(15,451)	(43,912)	(39,777)
The Gymboree Corporation
Net sales:
Net sales	12,946	20,704	30,013	37,317
Cost of goods sold, including buying and occupancy expenses	(1,670)	(2,398)	(3,357)	(4,554)
Gross profit	11,276	18,306	26,656	32,763
Selling, general and administrative expenses	(20,978)	(15,975)	(44,130)	(38,784)
Operating (loss) income	(9,702)	2,331	(17,474)	(6,021)
Interest expense	(19,018)	(20,891)	(38,508)	(42,308)
Gain on extinguishment of debt		41,522		41,522
Other income (expense), net	97	(240)	178	(425)
(Loss) income from continuing operations before taxes	(28,623)	22,722	(55,804)	(7,232)
Income tax benefit (expense)	5,591	9,639	16,618	16,847
Equity in earnings of affiliates, net of tax	(301,903)	16,895	(296,641)	28,899
(Loss) income from continuing operations, net of tax		49,256		38,514
Income from discontinued operations, net of tax		183		897
Net (loss) income	(324,935)	49,439	(335,827)	39,411
Net (loss) income attributable to The Gymboree Corporation		49,439		39,411
The Gymboree Corporation | Retail Stores
Net sales:
Net sales	794	1,371	1,493	1,746
The Gymboree Corporation | Intercompany revenue
Net sales:
Net sales	12,152	19,333	28,520	35,571
Guarantor Subsidiaries
Net sales:
Net sales	359,218	367,031	639,974	663,444
Cost of goods sold, including buying and occupancy expenses	(237,582)	(226,671)	(406,900)	(402,624)
Gross profit	121,636	140,360	233,074	260,820
Selling, general and administrative expenses	(101,614)	(115,647)	(203,737)	(216,664)
Goodwill and intangible asset impairment	(357,978)		(357,978)
Operating (loss) income	(337,956)	24,713	(328,641)	44,156
Interest expense	(415)	(486)	(831)	(975)
Other income (expense), net	(16)	109	29	108
(Loss) income from continuing operations before taxes	(338,387)	24,336	(329,443)	43,289
Income tax benefit (expense)	46,812	(9,511)	43,198	(17,528)
(Loss) income from continuing operations, net of tax		14,825		25,761
Income from discontinued operations, net of tax		1,623		2,434
Net (loss) income	(291,575)	16,448	(286,245)	28,195
Net (loss) income attributable to The Gymboree Corporation		16,448		28,195
Guarantor Subsidiaries | Retail Stores
Net sales:
Net sales	346,107	364,681	615,992	647,698
Guarantor Subsidiaries | International Retail Franchise
Net sales:
Net sales	3,936	5,170	7,453	11,037
Guarantor Subsidiaries | Intercompany revenue
Net sales:
Net sales	9,175	(2,820)	16,529	4,709
Non-Guarantor Subsidiaries
Net sales:
Net sales	14,619	17,360	27,719	32,642
Cost of goods sold, including buying and occupancy expenses	(11,260)	(11,779)	(20,287)	(22,647)
Gross profit	3,359	5,581	7,432	9,995
Selling, general and administrative expenses	(3,693)	(6,274)	(7,444)	(11,846)
Goodwill and intangible asset impairment	(10,091)		(10,091)
Operating (loss) income	(10,425)	(693)	(10,103)	(1,851)
Interest expense			(26)
Other income (expense), net		(328)	9	(291)
(Loss) income from continuing operations before taxes	(10,425)	(1,021)	(10,120)	(2,142)
Income tax benefit (expense)	(118)	(312)	(477)	(338)
(Loss) income from continuing operations, net of tax		(1,333)		(2,480)
Income from discontinued operations, net of tax		1,023		2,856
Net (loss) income	(10,543)	(310)	(10,597)	376
Net loss attributable to noncontrolling interest		677		301
Net (loss) income attributable to The Gymboree Corporation		367		677
Non-Guarantor Subsidiaries | Retail Stores
Net sales:
Net sales	15,891	18,422	28,856	33,145
Non-Guarantor Subsidiaries | Intercompany revenue
Net sales:
Net sales	$ (1,272)	$ (1,062)	$ (1,137)	$ (503)

Condensed Consolidating State69

Condensed Consolidating Statements of Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jan. 28, 2017	Jan. 30, 2016
Condensed Financial Statements, Captions [Line Items]
Net (loss) income	$ (324,935)	$ 48,762	$ (335,827)	$ 39,110
Other comprehensive (loss) income:
Foreign currency translation adjustments	(68)	(1,914)	(442)	(2,156)
Unrealized net gain (loss) on cash flow hedges, net of tax	(1,569)	1,029	(475)	1,639
Total other comprehensive (loss) income	(1,637)	(885)	(917)	(517)
Comprehensive (loss) income	(326,572)	47,877	(336,744)	38,593
Comprehensive loss attributable to noncontrolling interest		1,158		979
Comprehensive income (loss) attributable to The Gymboree Corporation	(326,572)	49,035	(336,744)	39,572
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net (loss) income	302,118	(16,815)	296,842	(28,872)
Other comprehensive (loss) income:
Foreign currency translation adjustments	(205)	1,450	165	1,484
Unrealized net gain (loss) on cash flow hedges, net of tax	(5)	51	(346)	124
Total other comprehensive (loss) income	(210)	1,501	(181)	1,608
Comprehensive (loss) income	301,908	(15,314)	296,661	(27,264)
Comprehensive income (loss) attributable to The Gymboree Corporation		(15,314)		(27,264)
The Gymboree Corporation
Condensed Financial Statements, Captions [Line Items]
Net (loss) income	(324,935)	49,439	(335,827)	39,411
Other comprehensive (loss) income:
Foreign currency translation adjustments	(68)	(1,434)	(442)	(1,478)
Unrealized net gain (loss) on cash flow hedges, net of tax	(1,569)	1,030	(475)	1,639
Total other comprehensive (loss) income	(1,637)	(404)	(917)	161
Comprehensive (loss) income	(326,572)	49,035	(336,744)	39,572
Comprehensive income (loss) attributable to The Gymboree Corporation		49,035		39,572
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net (loss) income	(291,575)	16,448	(286,245)	28,195
Other comprehensive (loss) income:
Comprehensive (loss) income	(291,575)	16,448	(286,245)	28,195
Comprehensive income (loss) attributable to The Gymboree Corporation		16,448		28,195
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net (loss) income	(10,543)	(310)	(10,597)	376
Other comprehensive (loss) income:
Foreign currency translation adjustments	205	(1,930)	(165)	(2,162)
Unrealized net gain (loss) on cash flow hedges, net of tax	5	(52)	346	(124)
Total other comprehensive (loss) income	210	(1,982)	181	(2,286)
Comprehensive (loss) income	$ (10,333)	(2,292)	$ (10,416)	(1,910)
Comprehensive loss attributable to noncontrolling interest		1,158		979
Comprehensive income (loss) attributable to The Gymboree Corporation		$ (1,134)		$ (931)

Condensed Consolidating Balance

Condensed Consolidating Balance Sheets (Detail) - USD ($) $ in Thousands	Jan. 28, 2017	Jul. 30, 2016	Jan. 30, 2016
Current assets:
Cash and cash equivalents	$ 22,119	$ 12,636	$ 9,774
Restricted cash	24,018	33,505
Accounts receivable, net of allowance	14,899	12,290	21,107
Merchandise inventories	210,895	232,959	202,832
Prepaid income taxes	2,062	2,046	2,196
Prepaid expenses	5,510	4,917	6,336
Current assets of discontinued operations			18,210
Total current assets	279,503	298,353	260,455
Property and equipment, net	134,038	143,751	155,550
Goodwill	123,140	357,041	356,348
Other intangible assets, net	164,874	300,073	303,608
Restricted cash	49,015	73,566
Other assets	4,928	5,728	6,170
Other assets of discontinued operations			58,345
Total assets	755,498	1,178,512	1,140,476
Current liabilities:
Accounts payable	117,352	134,498	107,866
Accrued and other current liabilities	80,740	111,909	90,281
Line of credit borrowings	54,000	42,000	19,000
Current obligation under capital lease			605
Current portion of ABL term loan	53,111	5,527
Current liabilities of discontinued operations			13,300
Total current liabilities	305,203	293,934	231,052
Long-term liabilities:
Long-term debt, net	925,928	970,902	1,040,506
Long-term sale-leaseback financing liability, net	25,426	25,508	25,578
Long-term obligation under capital lease			2,245
Lease incentives and other liabilities	47,649	50,642	54,430
Deferred income taxes	60,440	110,799	124,243
Other long-term liabilities of discontinued operations			310
Total liabilities	1,364,646	1,451,785	1,478,364
Total stockholders' (deficit) equity	(609,148)	(273,273)	(348,602)
Noncontrolling interest			10,714
Total liabilities and stockholders' (deficit) equity	755,498	1,178,512	1,140,476
Eliminations
Current assets:
Merchandise inventories	(487)	(417)	(328)
Intercompany receivable	(706,705)	(689,046)	(637,060)
Current assets of discontinued operations			(38,524)
Total current assets	(707,192)	(689,463)	(675,912)
Other assets	(328)	(471)	(411)
Investment in subsidiaries	(1,074,389)	(1,373,355)	(1,410,631)
Total assets	(1,781,909)	(2,063,289)	(2,086,954)
Current liabilities:
Intercompany payable	(707,192)	(689,463)	(674,937)
Current liabilities of discontinued operations			(975)
Total current liabilities	(707,192)	(689,463)	(675,912)
Long-term liabilities:
Deferred income taxes	(328)	(471)	(411)
Total liabilities	(707,520)	(689,934)	(676,323)
Total stockholders' (deficit) equity	(1,074,389)	(1,373,355)	(1,410,631)
Total liabilities and stockholders' (deficit) equity	(1,781,909)	(2,063,289)	(2,086,954)
The Gymboree Corporation
Current assets:
Cash and cash equivalents	15,223	4,952	982
Restricted cash	24,018	33,505
Accounts receivable, net of allowance	2,549	1,486	1,073
Prepaid income taxes	1,333	1,332	1,511
Prepaid expenses	3,612	3,409	3,359
Intercompany receivable		1,311
Total current assets	46,735	45,995	6,925
Property and equipment, net	15,993	15,783	13,518
Restricted cash	49,015	73,566
Other assets	1,314	2,043	2,899
Investment in subsidiaries	1,074,389	1,373,355	1,410,631
Total assets	1,187,446	1,510,742	1,433,973
Current liabilities:
Accounts payable	8,396	8,255	10,065
Accrued and other current liabilities	27,694	50,370	27,941
Line of credit borrowings	54,000	42,000	19,000
Current portion of ABL term loan	53,111	5,527
Intercompany payable	699,503	685,536	668,968
Total current liabilities	842,704	791,688	725,974
Long-term liabilities:
Long-term debt, net	925,928	970,902	1,040,506
Lease incentives and other liabilities	4,624	5,227	4,455
Deferred income taxes	23,338	16,198	11,640
Total liabilities	1,796,594	1,784,015	1,782,575
Total stockholders' (deficit) equity	(609,148)	(273,273)	(348,602)
Total liabilities and stockholders' (deficit) equity	1,187,446	1,510,742	1,433,973
Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	2,618	4,607	2,998
Accounts receivable, net of allowance	11,648	10,009	19,042
Merchandise inventories	206,409	229,118	195,860
Prepaid income taxes	588	578	516
Prepaid expenses	1,893	1,508	2,702
Intercompany receivable	704,995	687,735	635,684
Current assets of discontinued operations			42,255
Total current assets	928,151	933,555	899,057
Property and equipment, net	112,705	122,147	135,498
Goodwill	123,140	346,818	346,818
Other intangible assets, net	164,854	300,043	303,571
Other assets	1,122	1,474	683
Other assets of discontinued operations			54,825
Total assets	1,329,972	1,704,037	1,740,452
Current liabilities:
Accounts payable	108,638	126,103	97,144
Accrued and other current liabilities	52,396	60,121	59,276
Current obligation under capital lease			605
Current liabilities of discontinued operations			2,108
Total current liabilities	161,034	186,224	159,133
Long-term liabilities:
Long-term sale-leaseback financing liability, net	25,426	25,508	25,578
Long-term obligation under capital lease			2,245
Lease incentives and other liabilities	38,344	40,951	46,105
Deferred income taxes	37,430	95,072	113,014
Other long-term liabilities of discontinued operations			13
Total liabilities	262,234	347,755	346,088
Total stockholders' (deficit) equity	1,067,738	1,356,282	1,394,364
Total liabilities and stockholders' (deficit) equity	1,329,972	1,704,037	1,740,452
Non-Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	4,278	3,077	5,794
Accounts receivable, net of allowance	702	795	992
Merchandise inventories	4,973	4,258	7,300
Prepaid income taxes	141	136	169
Prepaid expenses	5		275
Intercompany receivable	1,710		1,376
Current assets of discontinued operations			14,479
Total current assets	11,809	8,266	30,385
Property and equipment, net	5,340	5,821	6,534
Goodwill	0	10,223	9,530
Other intangible assets, net	20	30	37
Other assets	2,820	2,682	2,999
Other assets of discontinued operations			3,520
Total assets	19,989	27,022	53,005
Current liabilities:
Accounts payable	318	140	657
Accrued and other current liabilities	650	1,418	3,064
Intercompany payable	7,689	3,927	5,969
Current liabilities of discontinued operations			12,167
Total current liabilities	8,657	5,485	21,857
Long-term liabilities:
Lease incentives and other liabilities	4,681	4,464	3,870
Other long-term liabilities of discontinued operations			297
Total liabilities	13,338	9,949	26,024
Total stockholders' (deficit) equity	6,651	17,073	16,267
Noncontrolling interest			10,714
Total liabilities and stockholders' (deficit) equity	$ 19,989	$ 27,022	$ 53,005

Condensed Consolidating State71

Condensed Consolidating Statements of Cash Flows (Detail) - USD ($) $ in Thousands	6 Months Ended
	Jan. 28, 2017	Jan. 30, 2016	Jul. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities	$ (23,134)	$ 71,106
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(12,139)	(13,907)
Decrease in restricted cash	34,038	8,157
Increase in related party loan receivable		(1,741)
Other		161
Net cash provided by (used in) investing activities	21,899	(7,330)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from ABL facility	319,000	187,000
Payments on ABL facility	(307,000)	(238,000)
Repurchase of notes		(15,325)
Payments on ABL term loan	(1,250)
Payments on capital lease and sale-leaseback financing liability	(109)	(374)
Payments for deferred financing costs		(1,452)
Net cash provided by (used in) financing activities	10,641	(68,151)
Effect of exchange rate fluctuations on cash and cash equivalents	77	(958)
Net increase (decrease) in cash and cash equivalents	9,483	(5,333)
CASH AND CASH EQUIVALENTS:
Beginning of period	12,636	23,497
End of period	22,119	18,164
Less - cash and cash equivalents of discontinued operations, end of period		(8,390)
Cash and cash equivalents of continuing operations, end of period	22,119	9,774	$ 12,636
Eliminations
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities	(2,300)	(1,500)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital distribution from subsidiary		(7,358)
Intercompany transfers	31,081	99,115
Net cash provided by (used in) investing activities	31,081	91,757
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany transfers	(31,081)	(99,115)
Dividend to The Gymboree Corporation	2,300	1,500
Capital distribution to The Gymboree Corporation		7,358
Net cash provided by (used in) financing activities	(28,781)	(90,257)
The Gymboree Corporation
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities	(59,338)	(41,633)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(3,912)	(4,433)
Decrease in restricted cash	34,038	8,157
Capital distribution from subsidiary		7,358
Intercompany transfers	1,310	2,726
Net cash provided by (used in) investing activities	31,436	13,808
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany transfers	27,423	94,631
Proceeds from ABL facility	319,000	187,000
Payments on ABL facility	(307,000)	(238,000)
Repurchase of notes		(15,325)
Payments on ABL term loan	(1,250)
Payments for deferred financing costs		(1,679)
Net cash provided by (used in) financing activities	38,173	26,627
Net increase (decrease) in cash and cash equivalents	10,271	(1,198)
CASH AND CASH EQUIVALENTS:
Beginning of period	4,952	2,180
End of period	15,223	982
Cash and cash equivalents of continuing operations, end of period	15,223	982	4,952
Guarantor Subsidiaries
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities	38,953	110,002
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(7,852)	(8,399)
Intercompany transfers	(30,681)	(100,537)
Other		6
Net cash provided by (used in) investing activities	(38,533)	(108,930)
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany transfers		(73)
Payments on capital lease and sale-leaseback financing liability	(109)	(374)
Payments for deferred financing costs		227
Dividend to The Gymboree Corporation	(2,300)	(1,500)
Net cash provided by (used in) financing activities	(2,409)	(1,720)
Net increase (decrease) in cash and cash equivalents	(1,989)	(648)
CASH AND CASH EQUIVALENTS:
Beginning of period	4,607	3,649
End of period	2,618	3,001
Less - cash and cash equivalents of discontinued operations, end of period		(3)
Cash and cash equivalents of continuing operations, end of period	2,618	2,998	4,607
Non-Guarantor Subsidiaries
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities	(449)	4,237
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(375)	(1,075)
Increase in related party loan receivable		(1,741)
Intercompany transfers	(1,710)	(1,304)
Other		155
Net cash provided by (used in) investing activities	(2,085)	(3,965)
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany transfers	3,658	4,557
Capital distribution to The Gymboree Corporation		(7,358)
Net cash provided by (used in) financing activities	3,658	(2,801)
Effect of exchange rate fluctuations on cash and cash equivalents	77	(958)
Net increase (decrease) in cash and cash equivalents	1,201	(3,487)
CASH AND CASH EQUIVALENTS:
Beginning of period	3,077	17,668
End of period	4,278	14,181
Less - cash and cash equivalents of discontinued operations, end of period		(8,387)
Cash and cash equivalents of continuing operations, end of period	$ 4,278	$ 5,794	$ 3,077