GYMBOREE CORP

CIK:0000786110|SEC Filings

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 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

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