The Gymboree Corporation Reports Second Fiscal Quarter 2012 Results

SAN FRANCISCO, Sept. 5, 2012 /PRNewswire/ -- The Gymboree Corporation (the "Company") today reported consolidated financial results for the second fiscal quarter ended July 28, 2012.

For the second quarter of the fiscal year ending February 2, 2013 ("fiscal 2012"), net sales were $268.8 million, an increase of 3.8% compared to $259.0 million in net sales for the second quarter of the fiscal year ended January 28, 2012 ("fiscal 2011").  Comparable store sales for the second quarter of fiscal 2012 decreased 1% compared to the second quarter of fiscal 2011.

Gross profit for the second quarter of fiscal 2012 was $89.2 million, or 33.2% of net sales, compared to $92.0 million, or 35.5% of net sales, for the second quarter of fiscal 2011. Excluding purchase accounting adjustments of $3.0 million and $3.4 million for the second quarter of fiscal 2012 and the second 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 $92.2 million, or 34.3% of net sales, and $95.4 million, or 36.8% of net sales, for the second quarter of fiscal 2012 and the second quarter of fiscal 2011, respectively (see Exhibit D).

SG&A expense for the second quarter of fiscal 2012 was $95.6 million, or 35.6% of net sales, compared to $88.9 million, or 34.3% of net sales, in the second quarter of the prior year.  Results for the second quarter of fiscal 2012 and fiscal 2011 include $5.3 million and $5.3 million, respectively, of additional costs resulting from the Acquisition, including the effect of purchase accounting adjustments.  Excluding these charges, adjusted SG&A expense for the second quarter of fiscal 2012 and fiscal 2011 was $90.3 million, or 33.6% of net sales, and $83.5 million, or 32.3% of net sales, respectively, which represents an increase of 130 basis points over fiscal 2011 (see Exhibit D).     

Net loss for the second quarter of fiscal 2012 was $14.1 million compared to a net loss of $6.9 million for the same period last year.  The increase in net loss primarily resulted from higher average unit costs resulting from higher commodity prices and from slight SG&A deleverage due to the comparable store sales decrease of 1%.

Net income attributable to The Gymboree Corporation before interest (income) expense, income tax benefit and depreciation and amortization, adjusted for other items ("Adjusted EBITDA"), for the second quarter of fiscal 2012 decreased 35.5% to $16.4 million, compared to $25.5 million for the second 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 Gymboree Corporation to Adjusted EBITDA presented herein is included in Exhibit D of this press release.  

Balance Sheet Highlights

Effective March 2012, the Company's $225 million asset-backed loan ("ABL") facility was refinanced to take advantage of improved rates and to extend the maturity date.  There were no borrowings outstanding under the ABL as of the end of the second fiscal quarter and approximately $176.7 million of undrawn availability.     

Cash at the end of the second quarter of fiscal 2012 decreased to $54.6 million from $54.8 million at the end of the second quarter of fiscal 2011.  During the quarter, the Company made a $15.6 million prepayment on its senior secured term loan facility. 

Capital expenditures for the second quarter of fiscal 2012 were $9.9 million, with the majority of the cash used to fund the opening of 27 new stores during the quarter.

Inventory balances at the end of the second quarter of fiscal 2012 were $220.2 million compared to $215.9 million at the end of the second quarter of fiscal 2011. Inventory cost on a per square foot basis was down 6% and inventory units on a per square foot basis were also down in the low single-digits.

Fiscal 2012 Business Outlook

Adjusted EBITDA

The Company expects Adjusted EBITDA for fiscal 2012 to increase modestly over fiscal 2011. The Company also anticipates 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 115 new stores, including approximately 90 Crazy 8 stores.

Capital Expenditures

During fiscal 2012, the Company anticipates spending approximately $45 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 second quarter fiscal 2012 financial results will be available to interested parties at 1:00 p.m. PT (4:00 p.m. ET) on Wednesday, September 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, Tuesday, September 11, 2012, at 855-859-2056, passcode 12416891.

About The Gymboree Corporation

The Gymboree Corporation's specialty retail brands offer unique, high-quality products delivered with personalized customer service. As of July 28, 2012, the Company operated a total of 1,191 retail stores, as follows: 631 Gymboree® stores (including 586 in the United States, 41 in Canada, 1in Puerto Rico and 3 in Australia), 155 Gymboree Outlet stores, 127 Janie and Jack® shops, and 278 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 712 franchised and Company-operated Gymboree Play & Music® centers in the United States and 40 other countries.

Forward-Looking Statements

The foregoing financial information for the second fiscal quarter ended July 28, 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 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


26 Weeks Ended


26 Weeks Ended




July 28, 2012


July 30, 2011


July 28, 2012


July 30, 2011




($ in thousands)


($ in thousands)

Net sales:









Retail

$       259,114


$       253,407


$        547,230


$       519,290


Gymboree Play & Music 

5,799


3,349


11,591


6,274


Retail Franchise

3,839


2,280


7,682


3,729



Total net sales

268,752


259,036


566,503


529,293


Cost of goods sold, including buying and occupancy expenses

(179,564)


(167,004)


(355,491)


(326,400)


         Gross profit

89,188


92,032


211,012


202,893


     Selling, general and administrative expenses

(95,595)


(88,881)


(187,334)


(173,448)


        Operating (loss) income

(6,407)


3,151


23,678


29,445


Interest income

45


34


104


87


Interest expense

(21,193)


(21,927)


(42,851)


(45,930)


Loss on extinguishment of debt

-


-


(1,237)


(19,563)


Other expense, net

(24)


(80)


(90)


(51)


        Loss before income taxes

(27,579)


(18,822)


(20,396)


(36,012)


Income tax benefit 

13,513


11,891


10,500


18,640


        Net loss

(14,066)


(6,931)


(9,896)


(17,372)


Net loss attributable to noncontrolling interest

798


-


1,624


-



Net loss attributable to The Gymboree Corporation

$       (13,268)


$       (6,931)


$          (8,272)


$       (17,372)















EXHIBIT B







THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)












July 28,


January 28,


July 30,




2012


2012


2011




($ in thousands)

Current Assets








Cash and cash equivalents


$           54,555


$           77,910


$        54,762


Accounts receivable


25,173


27,277


19,342


Merchandise inventories


220,209


210,212


215,866


Prepaid income taxes


5,295


3,736


15,467


Prepaid expenses and deferred income taxes


45,826


41,647


52,678


   Total current assets


351,058


360,782


358,115









Property and Equipment, net


202,635


202,152


207,901

Goodwill


899,097


899,097


927,397

Other Intangible Assets


589,943


599,195


609,009

Deferred Financing Costs


44,695


47,915


51,237

Other Assets


5,006


4,646


9,939










Total Assets


$      2,092,434


$      2,113,787


$   2,163,598









Current Liabilities








Accounts payable


$           84,964


$           79,027


$        72,397


Accrued liabilities


89,906


94,178


74,581


Line of credit


-


-


40,000


Current portion of long-term debt


-


17,698


8,200


   Total current liabilities


174,870


190,903


195,178









Long-Term Liabilities








Long-term debt


1,192,312


1,192,171


1,205,631


Lease incentives and other deferred liabilities


41,452


36,579


32,841


Deferred income taxes


239,985


245,495


248,473


Total Liabilities


1,648,619


1,665,148


1,682,123









Stockholders' Equity


443,815


448,639


481,475










Total Liabilities and Stockholders' Equity


$      2,092,434


$      2,113,787


$   2,163,598











EXHIBIT C





THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)










26 Weeks Ended


26 Weeks Ended




July 28, 2012


July 30, 2011




($ in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:




Net loss


$                (9,896)


$              (17,372)

Adjustments to reconcile net loss to net cash




  provided by (used in) operating activities:





Write-off of deferred financing costs and original issue discount

1,237


15,860


Depreciation and amortization


28,923


28,617


Amortization of deferred financing costs and accretion of original issue discount

3,471


3,370


Interest rate cap contracts - adjustment to market

114


-


Loss on disposal/impairment of assets


1,264


2,260


Benefit for deferred income taxes

(10,880)


(19,913)


Share-based compensation expense

2,917


2,872


Other non-cash expense

1,430


-


Change in assets and liabilities:





        Accounts receivable

(312)


(5,667)

        Merchandise inventories

(10,084)


(31,467)

        Prepaid expenses and other assets

933


(606)

        Prepaid income taxes

(1,557)


(198)

        Accounts payable

5,944


17,890

        Accrued liabilities

(9,680)


(7,148)

        Lease incentives and other deferred liabilities

6,612


8,184


Net cash provided by (used in) operating activities

10,436


(3,318)







CASH FLOWS FROM INVESTING ACTIVITIES:




Capital expenditures

(18,516)


(16,784)

Acquisition of business, net of cash acquired

-


(1,352)

Other


(231)


(213)


Net cash used in investing activities

(18,747)


(18,349)







CASH FLOWS FROM FINANCING ACTIVITIES:




Proceeds from Term Loan

-


820,000

Payments on Term Loan

(17,698)


(824,100)

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)


44,100







Effect of exchange rate fluctuations on cash

6


205







Net (decrease) increase in cash and cash equivalents

(23,355)


22,638







CASH AND CASH EQUIVALENTS:




Beginning of period

77,910


32,124

End of period


$               54,555


$                54,762



















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 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.

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












13 Weeks Ended


13 Weeks Ended


26 Weeks Ended


26 Weeks Ended



July 28, 2012


July 30, 2011


July 28, 2012


July 30, 2011

Net loss attributable to The Gymboree Corporation


$  (13,268)


$  (6,931)


$  (8,272)


$  (17,372)

Reconciling items (a):









     Interest expense 


21,193


21,927


42,851


45,930

     Interest income 


(36)


(34)


(84)


(87)

     Income tax benefit


(13,229)


(11,891)


(10,275)


(18,640)

     Depreciation and amortization (b)


14,578


14,372


28,740


28,617

     Non-cash share-based

     compensation expense 

1,510


1,469


2,917


2,872

     Loss on disposal/impairment

     on  assets


1,202


1,492


1,264


2,260

     Loss on extinguishment of debt


-


-


1,237


19,563

     Acquisition-related adjustments (c)


4,481


5,085


8,879


21,691

Adjusted EBITDA


$  16,431


$  25,489


$  67,257


$  84,834










(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


$  4,145


$  8,680


$  8,289

     Amortization of below and above

     market leases (impacts COGS)


(487)


(508)


(1,035)


(1,021)



$  3,853


$  3,637


$  7,645


$  7,268










(c) Includes 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)


2,308


2,415


4,632


4,837

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


976


1,194


1,848


3,160

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


1,476


2,399


2,963



$  4,481


$  5,085


$  8,879


$  21,691










OTHER NON-GAAP FINANCIAL MEASURES:













as a % of Total Net Sales



13 Weeks Ended


13 Weeks Ended


13 Weeks Ended


13 Weeks Ended



July 28, 2012


July 30, 2011


July 28, 2012


July 30, 2011



($ in thousands)





Gross profit as reported


$                         89,188


$                           92,032


33.2%


35.5%

Acquisition-related adjustments


3,018


3,383


1.1%


1.3%

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


$                         92,206


$                           95,415


34.3%


36.8%
















as a % of Total Net Sales



26 Weeks Ended


26 Weeks Ended


26 Weeks Ended


26 Weeks Ended



July 28, 2012


July 30, 2011


July 28, 2012


July 30, 2011



($ in thousands)





Gross profit as reported


$                       211,012


$                         202,893


37.2%


38.3%

Acquisition-related adjustments


5,996


17,510


1.1%


3.3%

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


$                       217,008


$                         220,403


38.3%


41.6%

























as a % of Total Net Sales



13 Weeks Ended


13 Weeks Ended


13 Weeks Ended


13 Weeks Ended



July 28, 2012


July 30, 2011


July 28, 2012


July 30, 2011



($ in thousands)





SG&A as reported


$                       (95,595)


$                         (88,881)


-35.6%


-34.3%

Acquisition-related adjustments


5,316


5,339


2.0%


2.1%

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


$                       (90,279)


$                         (83,542)


-33.6%


-32.3%

























as a % of Total Net Sales



26 Weeks Ended


26 Weeks Ended


26 Weeks Ended


26 Weeks Ended



July 28, 2012


July 30, 2011


July 28, 2012


July 30, 2011



($ in thousands)





SG&A as reported


$                     (187,334)


$                       (173,448)


-33.1%


-32.8%

Acquisition-related adjustments


10,528


11,449


1.9%


2.2%

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


$                     (176,806)


$                       (161,999)


-31.2%


-30.6%

















EXHIBIT E








THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(Unaudited)














13 Weeks Ended July 28, 2012




Balance Before 










Consolidation of VIEs


VIEs*


Eliminations


As Reported




(in thousands)


Net sales


$                     267,491


$                          3,056


$                    (1,795)


$               268,752


Cost of goods sold, including buying and occupancy expenses

(178,513)


(1,202)


151


(179,564)


     Gross profit

88,978


1,854


(1,644)


89,188


Selling, general and administrative expenses

(94,308)


(2,965)


1,678


(95,595)


     Operating loss

(5,330)


(1,111)


34


(6,407)


Interest income

36


9


-


45


Interest expense

(21,193)


-


-


(21,193)


Loss on extinguishment of debt

-


-


-


-


Other (expense) income, net

(44)


20


-


(24)


     Loss before income taxes

(26,531)


(1,082)


34


(27,579)


Income tax benefit

13,229


284


-


13,513


     Net loss

(13,302)


(798)


34


(14,066)


Net loss attributable to noncontrolling interest


-


798


-


798


     Net loss attributable to

     The Gymboree Corporation

$                           (13,302)


$                                -


$                          34


$               (13,268)
























26 Weeks Ended July 28, 2012




Balance Before 










Consolidation of VIEs


VIEs*


Eliminations


As Reported




(in thousands)


Net sales

$                     565,422


$                          5,199


$                    (4,118)


$               566,503


Cost of goods sold, including buying and occupancy expenses

(354,562)


(1,444)


515


(355,491)


     Gross profit

210,860


3,755


(3,603)


211,012


Selling, general and administrative expenses

(185,202)


(5,620)


3,488


(187,334)


     Operating income (loss)

25,658


(1,865)


(115)


23,678


Interest income

84


20


-


104


Interest expense

(42,851)


-


-


(42,851)


Loss on extinguishment of debt

(1,237)


-


-


(1,237)


Other expense, net

(86)


(4)


-


(90)


     Loss before income taxes

(18,432)


(1,849)


(115)


(20,396)


Income tax benefit

10,275


225


-


10,500


     Net loss

(8,157)


(1,624)


(115)


(9,896)


Net loss attributable to noncontrolling interest

-


1,624


-


1,624


     Net loss attributable to

     The Gymboree Corporation

$                        (8,157)


$                                -


$                       (115)


$                 (8,272)





















THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATING BALANCE SHEETS

(Unaudited)




July 28, 2012




Balance Before 










Consolidation of VIEs


VIEs*


Eliminations


As Reported




(in thousands)

Current assets

$                     342,064


$                        11,594


$                    (2,600)


$               351,058

Non-current assets

1,740,298


1,078


-


1,741,376

Total assets

$                  2,082,362


$                        12,672


$                    (2,600)


$            2,092,434











Current liabilities

$                     169,413


$                          7,950


$                    (2,493)


$               174,870

Non-current liabilities

1,473,671


78


-


1,473,749

Total liabilities

$                  1,643,084


$                          8,028


$                    (2,493)


$            1,648,619











Total stockholders' equity

439,278


-


(107)


439,171

Noncontrolling interest

-


4,644


-


4,644

Total liabilities and stockholders' equity

$                  2,082,362


$                        12,672


$                    (2,600)


$            2,092,434














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



RELATED LINKS
http://www.gymboree.com

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