The Gymboree Corporation Reports First Quarter of Fiscal 2016 Results
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The Gymboree Corporation Reports First Quarter of Fiscal 2016 Results

SAN FRANCISCO - June 13, 2016 // PRNewswire // - The Gymboree Corporation (the "Company") today reported consolidated financial results for the fiscal quarter ended April 30, 2016.

First Quarter Fiscal 2016 Highlights Include:

  • Comparable sales (including online sales) increased 4% during the first quarter of fiscal 2016.
  • Adjusted EBITDA increased $8.9 million from the first quarter of fiscal 2015 to $24.5 million.
  • Net income attributable to The Gymboree Corporation for the quarter was$32.8 million, including a gain on extinguishment of debt of $48.8 million, compared to a net loss of $23.0 million for the first quarter of fiscal 2015.
  • The Company reaffirms full year guidance.

First Quarter Results (13 weeks ended April 30, 2016 versus 13 weeks ended May 2, 2015)

  • Net sales were $285.0 million, compared to $276.1 million in the first quarter of fiscal 2015.
  • Comparable sales (including online stores) increased 4% compared to the first quarter of fiscal 2015.
  • Comparable sales increases by brand for the first quarter of fiscal 2016 compared to the first quarter of fiscal 2015 and for the first quarter of fiscal 2015 compared to the first quarter of fiscal 2014 were as follows:
     

Comparable Sales

Q1 2016

Q1 2015

Gymboree

+6%

-2%

Janie and Jack

+5%

+5%

Crazy 8

-2%

+4%

  • Gross profit was $116.5 million, or 40.9% of net sales, compared to $105.4 million, or 38.2% of net sales, for the first quarter of fiscal 2015.
  • Adjusted Gross Profit was $118.0 million, or 41.4% of net sales, compared to $107.1 million, or 38.8% of net sales, for the first quarter of fiscal 2015.
  • SG&A expense was $114.0 million, or 40% of net sales, compared to $104.7 million, or 37.9% of net sales, in the first quarter of fiscal 2015. The $9.3 million increase in SG&A expense was primarily driven by a $5.7 million loss incurred as a result of terminating a contract with a third party fulfillment center for www.gymboree.com.
  • Adjusted SG&A Expense was $105.4 million, or 37% of net sales, compared to $101.1 million, or 36.6% of net sales, in the first quarter of fiscal 2015.
  • Adjusted EBITDA, defined as net income (loss) attributable to The Gymboree Corporation before interest, income taxes and depreciation and amortization, adjusted for other items as described below, was $24.5 million compared to $15.6 million for the first quarter of fiscal 2015. The prior year quarter Adjusted EBITDA of $15.6 million was impacted by the port slowdown, which negatively impacted Adjusted EBITDA by approximately $6 million.
  • Net income attributable to The Gymboree Corporation for the quarter was$32.8 million, including a gain on extinguishment of debt of $48.8 million, compared to a net loss of $23.0 million for the first quarter of fiscal 2015.

Adjusted EBITDA, Adjusted Gross Profit and Adjusted SG&A Expense are not financial measures prepared in accordance with U.S. generally accepted accounting principles ("GAAP").  For descriptions of Adjusted EBITDA, Adjusted Gross Profit and Adjusted SG&A Expense and a reconciliation of these measures to the relevant GAAP measures, see "Non-GAAP Financial Measures" below and Exhibit D of this press release.

Balance Sheet and Other Highlights

  • During the 13 weeks ended April 30, 2016, the Company repurchased $77 million aggregate principal amount of its senior notes for $26.2 millionthrough privately negotiated transactions.
  • As of the end of the first quarter of fiscal 2016, there were $43 million in borrowings outstanding under the Company's asset-backed revolving credit facility (after being reduced by $10 million from the proceeds of the ABL Term Loan) and approximately $90.7 million of undrawn availability after being reduced by letters of credit of $30.8 million and $50 million of the ABL Term Loan.
  • On May 24, 2016, the Company announced the results of its tender offer in which it repurchased $39.6 million aggregate principal amount of its senior notes for $20.6 million. The Company funded these repurchases, as well as the $10 million pay down of the Company's asset-backed revolving credit facility noted above, with the proceeds from borrowings under the ABL Term Loan. Following the tender offer, there was $171 million principal amount of senior notes outstanding.
  • Capital expenditures were $3.6 million during the first quarter of fiscal 2016.
  • Inventory balances at the end of the first quarter of fiscal 2016 were $198.6 million, compared to $208.9 million at the end of the first quarter of fiscal 2015.  On a per square foot basis, inventory cost was down 4% over the first quarter of fiscal 2015.  Inventory units were down mid-single digits.

The Company is continuing to actively pursue various other financing alternatives, including refinancing and/or repurchasing its existing debt, divestitures of certain of its assets and/or lines of business, as well as other opportunities to improve its capital structure.  If opportunities are favorable, the Company may consummate one or more of these initiatives and the amounts involved and related financial statement impact may be material.

Fiscal 2016 Business Outlook

The Company's fiscal 2016 outlook is based on current economic environment trends, as well as management expectations for the remainder of the year.

Second Quarter

The Company anticipates Adjusted EBITDA for the second quarter of fiscal 2016 to be in the range of $13 million to $17 million.  The prior year quarter Adjusted EBITDA of $11.1 million was impacted by the port slowdown, which negatively impacted Adjusted EBITDA by approximately $5 million.

Full Year

For the full year, the Company expects Adjusted EBITDA to be in the range of$120 million to $135 million.  Based on this guidance, the Company expects to have sufficient liquidity during fiscal 2016 to service its debt and invest in the business to drive long-term growth.

Stores

During fiscal 2016, the Company plans to open approximately 6 new stores and expects to close approximately 20 to 30 stores, primarily in its Crazy 8 and Gymboree brands.

Capital Expenditures

During fiscal 2016, the Company anticipates spending approximately $30 million to $35 million for capital expenditures. The Company expects to finance its capital expenditures for fiscal 2016 through a combination of cash generated by operations, the remaining funds available under its asset-backed loan facility, senior secured term loan, ABL Term Loan and cash on hand.

Non-GAAP Financial Measures

The Company defines "Adjusted EBITDA" as net income (loss) attributable to The Gymboree Corporation before interest, income taxes, and depreciation and amortization ("EBITDA"), adjusted for other items, including gain on extinguishment of debt, non-cash share-based compensation, loss on disposal/impairment of assets and sponsor management fees and expenses, as well as the impact of purchase accounting adjustments resulting from the Acquisition and certain other items that management does not believe are reflective of the Company's ongoing operations.  The Company is likely to exclude these items from Adjusted EBITDA in the future and may also exclude other similar items, the effect of which is uncertain but may be significant in amount.  The Company defines "Adjusted Gross Profit" as gross profit adjusted for the impact of purchase accounting adjustments resulting from the Acquisition.  The Company defines "Adjusted SG&A Expense" as SG&A expense adjusted for the impact of purchase accounting adjustments resulting from the Acquisition and certain other non-recurring items. The determination of the amounts that are excluded from non-GAAP financial measures is a matter of management judgment and depends upon, among other factors, the nature of the underlying expense or income amounts.

Adjusted EBITDA is a non-GAAP measure but is considered by management to be an important supplemental measure of the Company's performance and is believed to be used frequently by securities analysts, investors and other interested parties in the evaluation of similar retail companies.  Adjusted EBITDA is not a presentation made in accordance with GAAP and the Company's computation of Adjusted EBITDA may vary from others in the industry.  Adjusted EBITDA should not be considered an alternative to operating income or net income, as a measure of operating performance or cash flow, or as a measure of liquidity.  Adjusted EBITDA has important limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of the Company's results as reported under GAAP.  Adjusted Gross Profit and Adjusted SG&A Expense are also non-GAAP measures that are considered by management to be important supplemental measures of the Company's performance as management believes the items excluded are not reflective of the Company's ongoing operations.  See Exhibit D for reconciliations of Adjusted EBITDA to net income (loss) attributable to The Gymboree Corporation, Adjusted Gross Profit to gross profit and Adjusted SG&A Expense to SG&A expense.

The live broadcast of the discussion of first quarter fiscal 2016 financial results and fiscal 2016 business outlook will be available to interested parties at 2:00 p.m. PT (5:00 p.m. ET) on Monday, June 13, 2016.  To listen to the live broadcast over the internet, please log on to www.gymboree.com, click on "Company Information" at the bottom of the page; go to "Investor & Media" and then "Conference Calls & Webcasts."  A replay of the call will be available two hours after the broadcast through midnight PT, Monday, June 27, 2016, at 855-859-2056, passcode 61959098.

About The Gymboree Corporation

The Gymboree Corporation's specialty retail brands offer unique, high-quality products delivered with personalized customer service.  As of April 30, 2016, the Company operated a total of 1,303 retail stores: 592 Gymboree® stores (543 inthe United States, 48 in Canada and 1 in Puerto Rico), 175 Gymboree Outlet stores (174 in the United States and 1 in Puerto Rico), 149 Janie and Jack® shops (148 in the United States and 1 in Puerto Rico), and 387 Crazy 8® stores in the United States.  The Company also operates online stores at www.gymboree.com,www.janieandjack.com and www.crazy8.com, and offers directed parent-child developmental play programs at 732 franchised and Company-operated Gymboree Play & Music® centers in the United States and 43 other countries.

Forward-Looking Statements

The foregoing financial information for the first quarter of fiscal 2016 is unaudited and subject to quarter-end and year-end adjustments.  This press release includes forward-looking statements, including statements relating to The Gymboree Corporation's anticipated future financial performance, especially those set forth under the heading "Fiscal 2016 Business Outlook".  These forward-looking statements generally can be identified by the use of words such as "anticipate," "expect," "plan," "could," "may," "will," "believe," "estimate," "forecast," "goal," "project," and other words of similar meaning.  Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement.  The Company presently considers the following risks and uncertainties to be important factors that could cause actual results to differ materially from the Company's expectations:  the ongoing volatility in the commodities markets, potential data breaches of the Company's or the Company's vendors' or suppliers' computer networks, the Company's ability to anticipate and timely respond to changes in trends, consumer preferences and customer reactions to new merchandise (particularly given the Company's need to build up inventory significantly in advance of potential product sales), competitive market conditions, including promotional activities of the Company's competitors, success in meeting the Company's delivery targets, gross margin achievement, the Company's ability to appropriately manage inventory, effects of future embargos from countries used to source product, the Company's ability to attract and retain key personnel and other qualified team members, the limited data available upon which to base its expectations for sales trends, and other factors, including those discussed under "Risk Factors" in "Item 1A. Risk Factors" of the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 2016, filed with the Securities and Exchange Commission onApril 28, 2016.  The Company cautions investors to carefully consider the risks associated with, and not to place considerable reliance on, the forward-looking statements contained in this press release.  The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update or revise any of these statements.

Gymboree, Janie and Jack, Crazy 8, and Gymboree Play & Music are registered trademarks of The Gymboree Corporation.

EXHIBIT A

           

THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

(Unaudited)

               
       

13 Weeks Ended

       

April 30, 2016

   

May 2, 2015

Net sales:

           

Retail

   

$      271,276

   

$   261,732

Gymboree Play & Music 

   

10,094

   

8,648

Retail Franchise

   

3,671

   

5,689

 

Total net sales

   

285,041

   

276,069

Cost of goods sold, including buying and occupancy expenses

   

(168,585)

   

(170,712)

 

Gross profit

   

116,456

   

105,357

Selling, general and administrative expenses

   

(114,032)

   

(104,710)

 

Operating income

   

2,424

   

647

Interest income

   

105

   

19

Interest expense

   

(19,807)

   

(21,076)

Gain on extinguishment of debt

   

48,804

   

-

Other income (expense), net

   

112

   

(110)

 

Income (loss) before income taxes

   

31,638

   

(20,520)

Income tax expense

   

(697)

   

(1,960)

 

Net income (loss)

   

30,941

   

(22,480)

 

Net loss (income) attributable to noncontrolling interest

   

1,905

   

(545)

 

Net income (loss) attributable to The Gymboree Corporation

$        32,846

   

$    (23,025)

 

EXHIBIT B

THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

                     
       

April 30,

   

January 30,

   

May 2,

       

2016

   

2016

   

2015

ASSETS

                 

Current assets:

                 
 

Cash and cash equivalents

   

$      62,168

   

$      18,164

   

$      22,363

 

Accounts receivable

   

20,833

   

26,696

   

25,515

 

Merchandise inventories

   

198,618

   

206,642

   

208,908

 

Prepaid income taxes

   

2,493

   

2,196

   

2,759

 

Prepaid expenses

   

5,862

   

6,757

   

18,561

 

Deferred income taxes

   

-

   

-

   

7,263

 

    Total current assets

   

289,974

   

260,455

   

285,369

                     

Property and equipment, net

   

150,940

   

158,478

   

176,400

Goodwill

   

373,845

   

372,737

   

374,308

Other intangible assets, net

   

340,510

   

341,011

   

342,816

Other assets

   

7,331

   

7,795

   

6,089

                     
 

    Total assets

   

$ 1,162,600

   

$ 1,140,476

   

$ 1,184,982

                     
                     

LIABILITIES AND STOCKHOLDERS' DEFICIT

                 

Current liabilities:

                 
 

Accounts payable

   

$      94,162

   

$    109,193

   

$    105,426

 

Accrued and other current liabilities

   

121,598

   

102,254

   

106,669

 

Line of credit borrowings

   

43,000

   

19,000

   

42,000

 

Current portion of ABL term loan

   

2,500

   

-

   

-

 

Current obligation under capital lease

   

-

   

605

   

565

 

    Total current liabilities

   

261,260

   

231,052

   

254,660

                     

Long-term liabilities:

                 
 

Long-term debt, net

   

1,010,709

   

1,040,506

   

1,092,549

 

Long-term sale-leaseback financing liability, net

   

25,545

   

25,578

   

-

 

Long-term obligation under capital lease

   

-

   

2,245

   

2,704

 

Lease incentives and other liabilities

   

45,593

   

49,664

   

52,858

 

Unrecognized tax benefits

   

5,111

   

5,075

   

5,151

 

Deferred income taxes

   

123,567

   

124,244

   

129,865

 

    Total liabilities

   

1,471,785

   

1,478,364

   

1,537,787

                     

Stockholders' deficit

   

(309,185)

   

(337,888)

   

(352,805)

                     
 

Total liabilities and stockholders' deficit

   

$ 1,162,600

   

$ 1,140,476

   

$ 1,184,982

 

EXHIBIT C

         

THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

             
       

13 Weeks Ended

       

April 30, 2016

 

May 2, 2015

CASH FLOWS FROM OPERATING ACTIVITIES:

       

Net income (loss)

 

$        30,941

 

$     (22,480)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

   
 

Gain on extinguishment of debt

 

(48,804)

 

-

 

Depreciation and amortization

 

10,151

 

10,700

 

Amortization of deferred financing costs and accretion of original issue discount

 

1,890

 

1,886

 

Interest rate cap contracts - adjustment to market

 

1,183

 

778

 

Loss (gain) on disposal/impairment of assets

 

648

 

(539)

 

Gain on write-off of assets and liabilities due to contract termination (a)

 

(2,561)

 

-

 

Deferred income taxes

 

(613)

 

264

 

Share-based compensation expense

 

622

 

720

 

Other

   

345

 

(198)

 

Change in assets and liabilities:

       
 

Accounts receivable

 

4,242

 

(168)

 

Merchandise inventories

 

7,805

 

(10,958)

 

Prepaid income taxes

 

(296)

 

(154)

 

Prepaid expenses and other assets

 

628

 

(11,739)

 

Accounts payable

 

(15,067)

 

18,375

 

Accrued and other current liabilities

 

12,096

 

11,350

 

Lease incentives and other liabilities

 

(958)

 

(476)

 

Net cash provided by (used in) operating activities

 

2,252

 

(2,639)

             

CASH FLOWS FROM INVESTING ACTIVITIES:

       

Capital expenditures

 

(3,591)

 

(3,140)

Proceeds from sale of assets

 

-

 

353

Receipt of related party loan receivable

 

1,741

 

-

Other

   

1

 

8

 

Net cash used in investing activities

 

(1,849)

 

(2,779)

             

CASH FLOWS FROM FINANCING ACTIVITIES:

       

Proceeds from ABL facility

 

152,000

 

130,000

Payments on ABL facility

 

(128,000)

 

(121,000)

Proceeds from ABL term loan

 

50,000

 

-

Payments for deferred financing costs

 

(3,804)

 

-

Repurchase of notes

 

(26,198)

 

-

Payments on capital lease and sale-leaseback financing liability

 

(47)

 

(133)

Dividend payment by VIE to its parent

 

(512)

 

-

 

Net cash provided by financing activities

 

43,439

 

8,867

Effect of exchange rate fluctuations on cash and cash equivalents

 

162

 

394

             

Net increase in cash and cash equivalents

 

44,004

 

3,843

             

CASH AND CASH EQUIVALENTS:

       

Beginning of period

 

18,164

 

18,520

End of period

   

$        62,168

 

$     22,363

             
             

 

(a) Incurred as a result of termination of a contract with a third party fulfilment center for www.gymboree.com.

 

EXHIBIT D

       

THE GYMBOREE CORPORATION

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(In thousands)

(Unaudited)

         

ADJUSTED EBITDA:

       

The Company defines "Adjusted EBITDA" as net income (loss) attributable to The Gymboree Corporation before interest expense, interest income, income tax expense/benefit, and depreciation and amortization ("EBITDA") adjusted for other items, including gain on extinguishment of debt, non-cash share-based compensation, loss on disposal/impairment of assets, and sponsor management fees and expenses, as well as the impact of purchase accounting adjustments resulting from the acquisition of the Company by investment funds sponsored by Bain Capital Private Equity, LP (formerly Bain Capital Partners, LLC) (the "Acquisition").

Adjusted EBITDA is not a performance measure under U.S. generally accepted accounting principles ("GAAP"), but is considered an important supplemental measure of the Company's performance and is believed to be used frequently by securities analysts, investors and other interested parties in the evaluation of similar retail companies. Adjusted EBITDA is not a presentation made in accordance with GAAP and the Company's computation of Adjusted EBITDA may vary from others in the industry. Adjusted EBITDA should not be considered an alternative to operating income or net income, as a measure of operating performance or cash flow, or as a measure of liquidity. Adjusted EBITDA has important limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of the Company's results as reported under GAAP.

The table below provides a reconciliation of net income (loss) attributable to The Gymboree Corporation to Adjusted EBITDA:

 

         
   

13 Weeks Ended

   

April 30, 2016

 

May 2, 2015

         

Net income (loss) attributable to The Gymboree Corporation

 

$        32,846

 

$    (23,025)

Reconciling items (a):

       

Interest expense

 

19,807

 

21,076

Interest income

 

(3)

 

(7)

Income tax (benefit) expense

 

(320)

 

1,305

Depreciation and amortization (b)

 

9,983

 

10,295

Non-cash share-based compensation expense 

 

622

 

720

Loss on disposal/impairment on assets

 

370

 

133

Loss on contract termination (c)

 

5,689

 

-

Gain on extinguishment of debt

 

(48,804)

 

-

Acquisition-related adjustments (d)

 

3,542

 

3,234

Other (e)

 

762

 

1,866

Adjusted EBITDA

 

$        24,494

 

$     15,597

         

(a) Excludes amounts related to noncontrolling interest, which are already excluded from net loss attributable to The Gymboree Corporation.

       
         

(b) Includes the following:

       

Amortization of intangible assets (impacts SG&A)

 

$             384

 

$          384

Amortization of below and above market leases (impacts COGS)

 

(239)

 

(133)

   

$             145

 

$          251

         

(c) Incurred as a result of termination of a contract with a third party fulfilment center for www.gymboree.com.

       
         

(d) Includes the following:

       

Additional rent expense recognized due to the elimination of deferred rent and construction allowances in purchase accounting (impacts COGS)

 

$          1,784

 

$       1,886

         

Sponsor fees, legal and accounting, as well as other costs incurred as a result of the Acquisition or refinancing (impacts SG&A)

 

1,758

 

1,348

   

$          3,542

 

$       3,234

         

(e) Other is comprised of restructuring and non-recurring charges.

       
         

OTHER NON-GAAP FINANCIAL MEASURES:

       
         
   

13 Weeks Ended

   

April 30, 2016

 

May 2, 2015

         

Gross profit as reported

 

$      116,456

 

$   105,357

Acquisition-related adjustments

 

1,546

 

1,753

Adjusted gross profit excluding Acquisition-related adjustments (non-GAAP measure)

 

$      118,002

 

$   107,110

         
         
   

13 Weeks Ended

   

April 30, 2016

 

May 2, 2015

         

SG&A as reported

 

$     (114,032)

 

$  (104,710)

Acquisition-related adjustments

 

2,142

 

1,732

Loss on termination of a contract with a third party fulfilment center for www.gymboree.com

5,689

 

-

Other adjustments

 

762

 

1,866

   

8,593

 

3,598

Adjusted SG&A excluding Acquisition-related and other adjustments (non-GAAP measure)

$     (105,439)

 

$  (101,112)

 

EXHIBIT E

             

THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(In thousands)

(Unaudited)

                 
   

For the 13 Weeks Ended April 30, 2016

   

Balance Before 

           
   

Consolidation

           
   

 of VIEs

 

VIEs*

 

Eliminations

 

As Reported

Net sales

$            277,431

 

$ 10,347

 

$       (2,737)

 

$     285,041

Cost of goods sold, including buying and occupancy expenses

(164,574)

 

(5,023)

 

1,012

 

(168,585)

 

Gross profit

112,857

 

5,324

 

(1,725)

 

116,456

Selling, general and administrative expenses

(109,145)

 

(6,546)

 

1,659

 

(114,032)

 

Operating income (loss)

3,712

 

(1,222)

 

(66)

 

2,424

Other non-operating income

28,880

 

334

 

-

 

29,214

 

Income (loss) before income taxes

32,592

 

(888)

 

(66)

 

31,638

Income tax benefit (expense)

320

 

(1,017)

 

-

 

(697)

 

Net income (loss)

32,912

 

(1,905)

 

(66)

 

30,941

 

Net loss attributable to noncontrolling interest

-

 

1,905

 

-

 

1,905

 

Net income attributable to The Gymboree Corporation

$              32,912

 

$         -

 

$            (66)

 

$       32,846

                 
                 
   

For the 13 Weeks Ended May 2, 2015

   

Balance Before 

           
   

Consolidation

           
   

 of VIEs

 

VIEs*

 

Eliminations

 

As Reported

Net sales

$            270,138

 

$   8,611

 

$       (2,680)

 

$     276,069

Cost of goods sold, including buying and occupancy expenses

(169,562)

 

(2,227)

 

1,077

 

(170,712)

 

Gross profit

100,576

 

6,384

 

(1,603)

 

105,357

Selling, general and administrative expenses

(100,988)

 

(5,173)

 

1,451

 

(104,710)

 

Operating (loss) income

(412)

 

1,211

 

(152)

 

647

Other non operating expense

(21,157)

 

(10)

 

-

 

(21,167)

 

(Loss) income before income taxes

(21,569)

 

1,201

 

(152)

 

(20,520)

Income tax expense

(1,304)

 

(656)

 

-

 

(1,960)

 

Net (loss) income

(22,873)

 

545

 

(152)

 

(22,480)

 

Net income attributable to noncontrolling interest

-

 

(545)

 

-

 

(545)

 

Net loss attributable to The Gymboree Corporation

$             (22,873)

 

$         -

 

$          (152)

 

$      (23,025)

 

EXHIBIT E (continued)

             

THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATING BALANCE SHEETS

(In thousands)

(Unaudited)

                   
     

April 30, 2016

     

Balance Before 

           
     

Consolidation of VIEs

 

VIEs*

 

Eliminations

 

As Reported

Current assets

$                      270,190

 

$ 22,339

 

$       (2,555)

 

$     289,974

Non-current assets

868,671

 

3,955

 

-

 

872,626

 

Total assets

$                   1,138,861

 

$ 26,294

 

$       (2,555)

 

$  1,162,600

                   

Current liabilities

$                      241,347

 

$ 22,135

 

$       (2,222)

 

$     261,260

Non-current liabilities

1,210,214

 

311

 

-

 

1,210,525

 

Total liabilities

1,451,561

 

22,446

 

(2,222)

 

1,471,785

                   

Total stockholders' deficit

(312,700)

 

-

 

(333)

 

(313,033)

Noncontrolling interest

-

 

3,848

 

-

 

3,848

 

Total liabilities and stockholders' deficit

$                   1,138,861

 

$ 26,294

 

$       (2,555)

 

$  1,162,600

                   
     

January 30, 2016

     

Balance Before 

           
     

Consolidation of VIEs

 

VIEs*

 

Eliminations

 

As Reported

Current assets

$                      241,043

 

$ 20,845

 

$       (1,433)

 

$     260,455

Non-current assets

875,071

 

4,950

 

-

 

880,021

 

Total assets

$                   1,116,114

 

$ 25,795

 

$       (1,433)

 

$  1,140,476

                   

Current liabilities

$                      217,596

 

$ 14,618

 

$       (1,162)

 

$     231,052

Non-current liabilities

1,246,849

 

463

 

-

 

1,247,312

 

Total liabilities

1,464,445

 

15,081

 

(1,162)

 

1,478,364

                   

Total stockholders' deficit

(348,331)

 

-

 

(271)

 

(348,602)

Noncontrolling interest

-

 

10,714

 

-

 

10,714

 

Total liabilities and stockholders' deficit

$                   1,116,114

 

$ 25,795

 

$       (1,433)

 

$  1,140,476

                   
     

May 2, 2015

     

Balance Before 

           
     

Consolidation of VIEs

 

VIEs*

 

Eliminations

 

As Reported

Current assets

$                      269,733

 

$ 17,770

 

$       (2,134)

 

$     285,369

Non-current assets

894,518

 

5,095

 

-

 

899,613

 

Total assets

$                   1,164,251

 

$ 22,865

 

$       (2,134)

 

$  1,184,982

                   

Current liabilities

$                      244,625

 

$ 11,840

 

$       (1,805)

 

$     254,660

Non-current liabilities

1,282,642

 

485

 

-

 

1,283,127

 

Total liabilities

1,527,267

 

12,325

 

(1,805)

 

1,537,787

                   

Total stockholders' deficit

(363,016)

 

-

 

(329)

 

(363,345)

Noncontrolling interest

-

 

10,540

 

-

 

10,540

 

Total liabilities and stockholders' deficit

$                   1,164,251

 

$ 22,865

 

$       (2,134)

 

$  1,184,982

                   

 

*  The Variable Interest Entities ("VIEs") include the results of Gymboree (China) Commercial and Trading Co. Ltd. and Gymboree (Tianjin) Educational Information Consultation Co. Ltd.  While the Company does not control these two entities, they have been determined to be variable interest entities and their results have been consolidated by the Company.

 

EXHIBIT F

                         

THE GYMBOREE CORPORATION

 

RETAIL SALES BY BRAND

 

(In thousands)

 

(Unaudited)

 
                           
                           
               

 Total 

         
   

 Gymboree 

 

 Janie and Jack 

 

 Crazy 8 

 

 Before VIE 

 

 VIE 

 

 Total 

 

13 weeks ended April 30, 2016

 

$    170,070

 

$           34,985

 

$ 64,014

 

$     269,069

 

$ 2,207

 

$ 271,276

 

13 weeks ended May 2, 2015

 

$    160,121

 

$           33,573

 

$ 66,230

 

$     259,924

 

$ 1,808

 

$ 261,732

 

SOURCE The Gymboree Corporation

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