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The Gymboree Corporation Reports Third Fiscal Quarter 2012 Results

SAN FRANCISCO, Dec. 5, 2012 /PRNewswire/ -- The Gymboree Corporation (the "Company") today reported consolidated financial results for the third fiscal quarter ended October 27, 2012.

For the third quarter of the fiscal year ending February 2, 2013 ("fiscal 2012"), net sales were $311.5 million, an increase of 2.8% compared to $303.1 million in net sales for the third quarter of the fiscal year ended January 28, 2012 ("fiscal 2011").  Comparable store sales for the third quarter of fiscal 2012 decreased 4% compared to the third quarter of fiscal 2011.

Gross profit for the third quarter of fiscal 2012 was $125.6 million, or 40.3% of net sales, compared to $130.8 million, or 43.2% of net sales, for the third quarter of fiscal 2011. Excluding purchase accounting adjustments of $3.1 million and $3.4 million for the third quarter of fiscal 2012 and the third quarter of fiscal 2011, respectively, relating to the November 2010 acquisition of the Company by investment funds sponsored by Bain Capital Partners, LLC (the "Acquisition"), adjusted gross profit was $128.7 million, or 41.3% of net sales, and $134.2 million, or 44.3% of net sales, for the third quarter of fiscal 2012 and the third quarter of fiscal 2011, respectively (see Exhibit D for relevant reconciliation information).

SG&A expense for the third quarter of fiscal 2012 was $99.0 million, or 31.8% of net sales, compared to $99.4 million, or 32.8% of net sales, in the third quarter of the prior year.  Results for the third quarter of fiscal 2012 and fiscal 2011 include $5.3 million and $5.4 million, respectively, of additional costs resulting from the Acquisition, including the effect of purchase accounting adjustments.  Also included in the third quarter of fiscal 2011 was a $7.2 million charge resulting from a termination fee incurred to terminate a master franchisee in China. Excluding these charges, adjusted SG&A expense for the third quarter of fiscal 2012 and fiscal 2011 was $93.8 million, or 30.1% of net sales, and $86.8 million, or 28.6% of net sales, respectively, which represents an increase of 150 basis points over fiscal 2011 (see Exhibit D for relevant reconciliation information).      

Operating income for the third quarter of fiscal 2012 was $26.6 million compared to $31.4 million for the same period last year.  The decrease in operating income primarily resulted from lower gross profit margins and, to a lesser extent, from SG&A deleveraging due to the comparable store sales decrease of 4%.

Net income attributable to the Company before interest (income) expense, income tax benefit and depreciation and amortization, adjusted for other items ("Adjusted EBITDA"), for the third quarter of fiscal 2012 decreased 22.6% to $46.9 million, compared to $60.6 million for the third quarter of the prior year.  Adjusted EBITDA is not a performance measure under U.S. generally accepted accounting principles ("GAAP").  See "Non-GAAP Financial Measures" below.  A reconciliation of net income/(loss) attributable to the Company to Adjusted EBITDA presented herein is included in Exhibit D of this press release.  

Balance Sheet Highlights

There were no borrowings outstanding under the Company's $225 million asset-backed loan as of the end of the third fiscal quarter and approximately $189.2 million of availability.     

Cash at the end of the third quarter of fiscal 2012 decreased to $42.6 million from $45.7 million at the end of the third quarter of fiscal 2011.  

Capital expenditures for the third quarter of fiscal 2012 were $13.4 million, with the majority of the cash used to fund the opening of 38 new stores during the quarter.

Inventory balances at the end of the third quarter of fiscal 2012 were $255.7 million compared to $252.7 million at the end of the third quarter of fiscal 2011. Inventory cost on a per square foot basis was down 8% and inventory units on a per square foot basis were also down in the low single-digits.

In November 2012, the Company made a voluntary prepayment of $25 million on the outstanding principal of its senior secured term loan facility.

Fiscal 2012 Business Outlook

Sales Expectations

The Company anticipates comparable store sales to be flat to slightly down for the full year fiscal 2012.

Adjusted EBITDA

The Company expects Adjusted EBITDA for the fourth quarter to be comparable to slightly higher than the prior year. The Company continues to anticipate generating sufficient cash flow to service its debt and fund its growth in fiscal 2012.

New Stores

During fiscal 2012, the Company plans to open approximately 124 new stores, including approximately 98 Crazy 8 stores.

Capital Expenditures

During the fourth quarter of fiscal 2012, the Company anticipates spending approximately $15 million for capital expenditures.

Non-GAAP Financial Measures

The Company defines "Adjusted EBITDA" as net income (loss) attributable to The Gymboree Corporation before interest (income) expense, income tax expense (benefit), and depreciation and amortization ("EBITDA") adjusted for other items, including loss 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.

Adjusted EBITDA is a non-GAAP measure 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. See Exhibit D for a reconciliation of Adjusted EBITDA to net income/(loss).

Management Presentation

The live broadcast of the discussion of third quarter fiscal 2012 financial results will be available to interested parties at 1:00 p.m. PT (4:00 p.m. ET) on Wednesday, December 5, 2012.  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 and Media Relations" and then "Conference Calls & Webcasts."  A replay of the call will be available two hours after the broadcast through midnight PT, Wednesday, December 12, 2012, at 855-859-2056, passcode 73454037.

About The Gymboree Corporation

The Gymboree Corporation's specialty retail brands offer unique, high-quality products delivered with personalized customer service. As of October 27, 2012, the Company operated a total of 1,228 retail stores, as follows: 634 Gymboree® stores (consisting of 586 in the United States, 41 in Canada, 1 in Puerto Rico and 6 in Australia), 156 Gymboree Outlet stores, 130 Janie and Jack® shops and 308 Crazy 8® stores in the United States. The Company also operates three online stores at www.gymboree.com, www.janieandjack.com and www.crazy8.com, and offers directed parent-child developmental play programs at 714 franchised and Company-operated Gymboree Play & Music® centers in the United States and 42 other countries.

Forward-Looking Statements

The foregoing financial information for the third fiscal quarter ended October 27, 2012 is unaudited and subject to quarter-end and year-end adjustments.  The foregoing paragraphs contain forward-looking statements relating to The Gymboree Corporation's anticipated future financial performance, such as those relating to its Adjusted EBITDA, cash flows, capital expenditures and new store openings in fiscal 2012.  Actual results could vary materially as a result of a number of factors, including the ongoing volatility in the commodities market for cotton, uncertainties relating to high levels of unemployment and consumer debt, volatility in the financial markets, general economic conditions, the Company's ability to anticipate and timely respond to changes in trends and consumer preferences and customer reactions to new merchandise, service levels and new concepts, competitive market conditions, success in meeting the Company's delivery targets, the Company's promotional activity, 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, 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 28, 2012,  filed with the Securities and Exchange Commission on April 26, 2012. The forward-looking statements contained in this press release reflect the Company's expectations as of the date hereof, and the inclusion of a projection or forward-looking statement in this press release should not be regarded as a representation by the Company that its plans or objectives will be achieved. The Company undertakes no obligation to update the information provided herein. 

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

(Unaudited)














13 Weeks Ended


13 Weeks Ended


39 Weeks Ended


39 Weeks Ended




October 27, 2012


October 29, 2011


October 27, 2012


October 29, 2011




(in thousands)


(in thousands)

Net sales:









Retail

$              299,965


$              296,445


$              847,195


$              815,735


Gymboree Play & Music 

6,390


3,195


17,981


9,469


Retail Franchise

5,163


3,508


12,845


7,237



Total net sales

311,518


303,148


878,021


832,441


Cost of goods sold, including buying and occupancy expenses

(185,915)


(172,303)


(541,406)


(498,704)













Gross profit

125,603


130,845


336,615


333,737


Selling, general and administrative expenses

(99,016)


(99,448)


(286,350)


(272,896)













Operating income

26,587


31,397


50,265


60,841


Interest income

42


28


146


115


Interest expense

(21,312)


(22,051)


(64,163)


(67,981)


Loss on extinguishment of debt

-


-


(1,237)


(19,563)


Other income (expense), net

86


8


(4)


(44)













Income (loss) before income taxes

5,403


9,382


(14,993)


(26,632)


Income tax (expense) benefit 

(493)


(12,430)


10,007


6,210













Net income (loss)

4,910


(3,048)


(4,986)


(20,422)


Net loss attributable to noncontrolling interest

1,211


-


2,835


-



Net income (loss) attributable to The Gymboree Corporation

$                  6,121


$                 (3,048)


$                 (2,151)


$               (20,422)

 

 

 

EXHIBIT B







THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)












October 27,


January 28,


October 29,




2012


2012


2011




(in thousands)

Current Assets








Cash and cash equivalents


$      42,586


$      77,910


$      45,721


Accounts receivable


27,232


27,277


21,948


Merchandise inventories


255,722


210,212


252,685


Prepaid income taxes


5,165


3,736


17,049


Prepaid expenses and deferred income taxes


45,199


41,647


37,704


   Total current assets


375,904


360,782


375,107









Property and Equipment, net


205,486


202,152


207,312

Goodwill


899,097


899,097


927,397

Other Intangible Assets


585,277


599,195


604,563

Deferred Financing Costs


43,018


47,915


49,549

Other Assets


5,816


4,646


7,605










Total Assets


$ 2,114,598


$ 2,113,787


$ 2,171,533









Current Liabilities








Accounts payable


$      88,824


$      79,027


$      68,674


Accrued liabilities


101,573


94,178


90,835


Line of credit


-


-


40,000


Current portion of long-term debt


-


17,698


8,200


   Total current liabilities


190,397


190,903


207,709









Long-Term Liabilities








Long-term debt


1,192,383


1,192,171


1,203,650


Lease incentives and other deferred liabilities


46,640


36,579


36,411


Deferred income taxes


235,935


245,495


243,287


Total Liabilities


1,665,355


1,665,148


1,691,057









Stockholders' Equity


449,243


448,639


480,476










Total Liabilities and Stockholders' Equity


$ 2,114,598


$ 2,113,787


$ 2,171,533

 

 

 

EXHIBIT C


THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)








39 Weeks Ended


39 Weeks Ended



October 27, 2012


October 29, 2011



(in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:




Net loss

$                (4,986)


$              (20,422)

Adjustments to reconcile net loss to net cash




  provided by operating activities:





Write-off of deferred financing costs and original issue discount

1,237


15,860


Depreciation and amortization

43,776


42,703


Amortization of deferred financing costs and accretion of original issue discount

5,216


5,126


Interest rate cap contracts - adjustment to market

182


15


Loss on disposal/impairment of assets

2,090


3,501


Benefit for deferred income taxes

(12,986)


(6,269)


Share-based compensation expense

3,220


4,330


Other non-cash expense

1,685


-


Change in assets and liabilities:




        Accounts receivable

(2,317)


(8,278)

        Merchandise inventories

(45,850)


(68,106)

        Prepaid expenses and other assets

(1,021)


(1,097)

        Prepaid income taxes

(769)


(2,314)

        Accounts payable

9,785


14,178

        Accrued liabilities

70


9,066

        Lease incentives and other deferred liabilities

12,547


12,778


Net cash provided by operating activities

11,879


1,071






CASH FLOWS FROM INVESTING ACTIVITIES:




Capital expenditures

(31,902)


(28,080)

Acquisition of business, net of cash acquired

-


(1,352)

Other

(584)


(296)


Net cash used in investing activities

(32,486)


(29,728)






CASH FLOWS FROM FINANCING ACTIVITIES:




Proceeds from Term Loan

-


820,000

Payments on Term Loan

(17,698)


(826,150)

Proceeds from ABL facility

-


60,656

Payments on ABL facility

-


(20,656)

Deferred financing costs

(1,347)


(6,665)

Capital contribution

2,400


14,865

Capital contribution to noncontrolling interest

1,595


-


Net cash (used in) provided by financing activities

(15,050)


42,050






Effect of exchange rate fluctuations on cash

333


204






Net (decrease) increase in cash and cash equivalents

(35,324)


13,597







CASH AND CASH EQUIVALENTS:




Beginning of period

77,910


32,124

End of period


$               42,586


$               45,721

 

 

 

EXHIBIT D









THE GYMBOREE CORPORATION

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(Unaudited)










ADJUSTED EBITDA:









The Company defines "Adjusted EBITDA" as net income (loss) attributable to The Gymboree Corporation before interest income/expense, income taxes, and depreciation and amortization ("EBITDA") adjusted for other items, including loss 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 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 (in thousands):












13 Weeks Ended


13 Weeks Ended


39 Weeks Ended


39 Weeks Ended



October 27, 2012


October 29, 2011


October 27, 2012


October 29, 2011

Net income (loss) attributable to The Gymboree Corporation


$                 6,121


$                (3,048)


$                (2,151)


$              (20,422)

Reconciling items (a):









Interest expense 


21,312


22,051


64,163


67,981

Interest income 


(32)


(28)


(116)


(115)

Income tax (benefit) expense


(776)


12,430


(11,051)


(6,210)

Depreciation and amortization (b)


14,727


14,086


43,467


42,703

Non-cash share-based compensation expense 

303


1,458


3,220


4,330

Loss on disposal/impairment on assets


827


1,241


2,090


3,501

Loss on extinguishment of debt


-


-


1,237


19,563

Gymboree Play & Music franchise transition


-


7,200


-


7,200

Acquisition-related adjustments (c)


4,409


5,174


13,288


26,865

Adjusted EBITDA


$               46,891


$               60,564


$             114,147


$             145,396










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










(b) Includes the following (in thousands):





Amortization of intangible assets (impacts SG&A)


$                 4,340


$                 4,144


$               13,020


$               12,433

Amortization of below and above market leases (impacts COGS)


(406)


(508)


(1,442)


(1,528)



$                 3,934


$                 3,636


$               11,578


$               10,905










(c) Include the following (in thousands):





Adjustment to cost of goods sold from an increase in the net book value of inventory as a result of purchase accounting (impacts COGS)


$                       -


$                       -


$                       -


$               10,731

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


2,293


2,437


6,925


7,274

Legal, accounting and sponsor fees, as well as other costs incurred as a result of the Acquisition (impacts SG&A)


919


1,276


2,767


4,436

Decrease in net sales due to the elimination of deferred revenue related to the Company's co-branded credit card program in purchase accounting (impacts net sales)


1,197


1,461


3,596


4,424



$                 4,409


$                 5,174


$               13,288


$               26,865










OTHER NON-GAAP FINANCIAL MEASURES:














as a % of Total Net Sales



13 Weeks Ended


13 Weeks Ended


13 Weeks Ended


13 Weeks Ended



October 27, 2012


October 29, 2011


October 27, 2012


October 29, 2011



(in thousands)





Gross profit as reported


$             125,603


$             130,845


40.3%


43.2%

Acquisition-related adjustments


3,084


3,390


1.0%


1.1%

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


$             128,687


$             134,235


41.3%


44.3%
















as a % of Total Net Sales



39 Weeks Ended


39 Weeks Ended


39 Weeks Ended


39 Weeks Ended



October 27, 2012


October 29, 2011


October 27, 2012


October 29, 2011



(in thousands)





Gross profit as reported


$             336,615


$             333,737


38.3%


40.1%

Acquisition-related adjustments


9,079


20,901


1.0%


2.5%

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


$             345,694


$             354,638


39.4%


42.6%

























as a % of Total Net Sales



13 Weeks Ended


13 Weeks Ended


13 Weeks Ended


13 Weeks Ended



October 27, 2012


October 29, 2011


October 27, 2012


October 29, 2011



(in thousands)





SG&A as reported


$              (99,016)


$              (99,448)


-31.8%


-32.8%

Acquisition-related adjustments


5,259


5,420


1.7%


1.8%

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


$              (93,757)


$              (94,028)


-30.1%


-31.0%

























as a % of Total Net Sales



39 Weeks Ended


39 Weeks Ended


39 Weeks Ended


39 Weeks Ended



October 27, 2012


October 29, 2011


October 27, 2012


October 29, 2011



(in thousands)





SG&A as reported


$            (286,350)


$            (272,896)


-32.6%


-32.8%

Acquisition-related adjustments


15,787


16,869


1.8%


2.0%

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


$            (270,563)


$            (256,027)


-30.8%


-30.8%










 

 

 

EXHIBIT E








THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(Unaudited)














13 Weeks Ended October 27, 2012




Balance Before 










Consolidation of VIEs


VIEs*


Eliminations


As Reported




(in thousands)


Net sales

$                      311,008


$   3,123


$       (2,613)


$     311,518


Cost of goods sold, including buying and occupancy expenses

(185,529)


(818)


432


(185,915)













Gross profit

125,479


2,305


(2,181)


125,603


Selling, general and administrative expenses

(98,785)


(2,328)


2,097


(99,016)













Operating income (loss)

26,694


(23)


(84)


26,587


Interest income

32


10


-


42


Interest expense

(21,312)


-


-


(21,312)


Loss on extinguishment of debt

-


-


-


-


Other income (expense), net

15


71


-


86













Income (loss) before income taxes

5,429


58


(84)


5,403


Income tax benefit (expense)

776


(1,269)


-


(493)













Net income (loss)

6,205


(1,211)


(84)


4,910


Net loss attributable to noncontrolling interest

-


1,211


-


1,211



Net income attributable to The Gymboree Corporation

$                          6,205


$         -


$            (84)


$         6,121
























39 Weeks Ended October 27, 2012




Balance Before 










Consolidation of VIEs


VIEs*


Eliminations


As Reported




(in thousands)


Net sales

$                      876,430


$   8,322


$       (6,731)


$     878,021


Cost of goods sold, including buying and occupancy expenses

(540,091)


(2,262)


947


(541,406)













Gross profit

336,339


6,060


(5,784)


336,615


Selling, general and administrative expenses

(283,987)


(7,949)


5,586


(286,350)













Operating income (loss)

52,352


(1,889)


(198)


50,265


Interest income

116


30


-


146


Interest expense

(64,163)


-


-


(64,163)


Loss on extinguishment of debt

(1,237)


-


-


(1,237)


Other (expense) income, net

(72)


68


-


(4)













Loss before income taxes

(13,004)


(1,791)


(198)


(14,993)


Income tax benefit (expense)

11,051


(1,044)


-


10,007













Net loss

(1,953)


(2,835)


(198)


(4,986)


Net loss attributable to noncontrolling interest

-


2,835


-


2,835



Net loss attributable to The Gymboree Corporation

$                        (1,953)


$         -


$          (198)


$        (2,151)





















THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATING BALANCE SHEETS

(Unaudited)




October 27, 2012




Balance Before 










Consolidation of VIEs


VIEs*


Eliminations


As Reported




(in thousands)

Current assets

$                      366,563


$ 13,270


$       (3,929)


$     375,904

Non-current assets

1,737,460


1,234


-


1,738,694

Total assets

$                   2,104,023


$ 14,504


$       (3,929)


$  2,114,598











Current liabilities

$                      183,479


$ 10,658


$       (3,740)


$     190,397

Non-current liabilities

1,474,878


80


-


1,474,958

Total liabilities

$                   1,658,357


$ 10,738


$       (3,740)


$  1,665,355











Total stockholders' equity

445,666


-


(189)


445,477

Noncontrolling interest

-


3,766


-


3,766

Total liabilities and stockholders' equity

$                   2,104,023


$ 14,504


$       (3,929)


$  2,114,598














January 28, 2012




Balance Before 










Consolidation of VIEs


VIEs*


Eliminations


As Reported




(in thousands)

Current assets

$                      355,073


$   6,692


$          (983)


$     360,782

Non-current assets

1,752,303


702


-


1,753,005

Total assets

$                   2,107,376


$   7,394


$          (983)


$  2,113,787











Current liabilities

$                      187,812


$   4,074


$          (983)


$     190,903

Non-current liabilities

1,474,189


56


-


1,474,245

Total liabilities

$                   1,662,001


$   4,130


$          (983)


$  1,665,148











Total stockholders' equity

445,375


-


-


445,375

Noncontrolling interest

-


3,264


-


3,264

Total liabilities and stockholders' equity

$                   2,107,376


$   7,394


$          (983)


$  2,113,787











*  The Variable Interest Entities ("VIEs") includes 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.

 

SOURCE The Gymboree Corporation

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