UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended ~~April 30~~October 29, 2016

¨☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period from to

Commission file number 000-21250

THE GYMBOREE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		94-2615258
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
500 Howard Street, San Francisco, California		94105
(Address of principal executive offices)		(Zip Code)

500 Howard Street, San Francisco, California		94105
(Address of principal executive offices)		(Zip Code)

(415) 278-7000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨☐ No ¨☐*

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x☒ No ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨☐ Accelerated Filer ¨☐ Non-accelerated filer x☒ (Do not check if a smaller reporting company) Smaller reporting company ¨☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ No x☒

As of ~~June 13~~December 9, 2016, the registrant had 1,000 shares of common stock outstanding, par value $0.001 per share, all of which are owned by Giraffe Holding, Inc., the registrant’s indirect parent holding company, and are not publicly traded.

*	In order to comply with reporting covenants governing the terms of its indebtedness, the Registrant files periodic and current reports with the SEC, but is not required by law to file reports under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended.

THE GYMBOREE CORPORATION

TABLE OF CONTENTS

Part I—FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Comprehensive Income (Loss)	4
	Condensed Consolidated Statements of Comprehensive Loss	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3227
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3934
Item 4.	Controls and Procedures	4035
Part II—OTHER INFORMATION		4136
Item 1.	Legal Proceedings	4136
Item 1A.	Risk Factors	4136
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4136
Item 3.	Defaults Upon Senior Securities	4136
Item 4.	Mine Safety Disclosures	4136
Item 5.	Other Information	4136
Item 6.	Exhibits	4136
	Signatures	4237

Part I—FINANCIAL INFORMATION

Item 1.

Financial Statements

THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

(Unaudited)

	13 Weeks Ended
	April 30, 2016			May 2, 2015
	October 29, 2016			October 31, 2015
Net sales:
Retail	$	~~271,~~276,310		$	~~261~~289,~~732~~653
Gymboree Play & Music		10,094			8,648
Retail Franchise		3,517			5,867
Retail Franchise		3,671			5,689
Total net sales		279,827			295,520
Total net sales		285,041			276,069
Cost of goods sold, including buying and occupancy expenses		(172,822)			(180,613)
Cost of goods sold, including buying and occupancy expenses		(168,585	)		(170,712	)
Gross profit		107,005			114,907
Gross profit		116,456			105,357
Selling, general and administrative expenses		(105,154)			(105,027)
Selling, general and administrative expenses		(114,032	)		(104,710	)
Operating income		1,851			9,880
Operating income		2,424			647
Interest expense		(19,932)			(21,906)
Interest income		105			19
Other income (expense), net		135			(149)
Interest expense		(19,807	)		(21,076	)
Loss from continuing operations before taxes		(17,946)			(12,175)
Gain on extinguishment of debt		48,804			—
Income tax benefit (expense)		7,054			(835)
Other income (expense), net		112			(110	)
Loss from continuing operations, net of tax		(10,892)			(13,010)
Income (loss) before income taxes		31,638			(20,520	)
Income from discontinued operations, net of tax		-			3,358
Income tax expense		(697	)		(1,960	)
Net loss		(10,892)			(9,652)
Net income (loss)		30,941			(22,480	)
Net income attributable to noncontrolling interest		-			(376)
Net loss (income) attributable to noncontrolling interest		1,905			(545	)
Net loss attributable to The Gymboree Corporation	$	(10,892)		$	(10,028)
Net income (loss) attributable to The Gymboree Corporation	$	32,846		$	(23,025	)

See notes to condensed consolidated financial statements.

THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~INCOME (~~LOSS)

(In thousands)

(Unaudited)

	13 Weeks Ended
	April 30, 2016		May 2, 2015
	October 29, 2016		October 31, 2015
Net income (loss)	$	30,941	$	(22,480	)
Net loss	$	(10,892)	$	(9,652)
Other comprehensive income:
Other comprehensive loss (income):
Foreign currency translation adjustments, net of tax		~~1,635~~(374)		~~956~~(242)
Unrealized net gain on cash flow hedges, net of tax		~~630~~1,094		~~261~~610
Total other comprehensive income		2,265		1,217
Total other comprehensive income, net of tax		720		368
Comprehensive income (loss)		33,206		(21,263	)
Comprehensive loss		(10,172)		(9,284)
Comprehensive loss (income) attributable to noncontrolling interest		1,741		(612	)
Comprehensive income attributable to noncontrolling interest		-		(179)
Comprehensive income (loss) attributable to The Gymboree Corporation	$	34,947	$	(21,875	)
Comprehensive loss attributable to The Gymboree Corporation	$	(10,172)	$	(9,463)

See notes to condensed consolidated financial statements.

THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

	April 30,2016			January 30,2016			May 2,2015
	October 29,			July 30,			October 31,
	2016			2016			2015
ASSETS
Current assets:
Cash and cash equivalents	$	629,~~168~~720		$	1812,~~164~~636		$	2217,~~363~~260
Accounts receivable, net of allowance of $2,368, $2,043 and $2,304		20,833			26,696			25,515
Restricted cash		27,524			33,505			-
Merchandise inventories		198,618			206,642			208,908
Accounts receivable, net of allowance of $0, $270 and $100		15,138			12,290			16,782
Prepaid income taxes		2,493			2,196			2,759
Merchandise inventories		263,127			232,959			261,550
Prepaid expenses		5,862			6,757			18,561
Prepaid income taxes		2,062			2,046			2,577
Deferred income taxes		—			—			7,263
Prepaid expenses		5,784			4,917			6,546
Total current assets		289,974			260,455			285,369
Deferred income taxes		-			-			5,941
Property and equipment:
Current assets of discontinued operations		-			-			18,549
Land and buildings		22,428			22,428			22,428
Total current assets		323,355			298,353			329,205
Leasehold improvements		197,077			199,520			199,869
Property and equipment, net		139,316			143,751			163,694
Furniture, fixtures and equipment		131,567			130,571			125,481
Goodwill		356,781			357,041			357,019
Total property and equipment		351,072			352,519			347,778
Other intangible assets, net		299,603			300,073			304,146
Less accumulated depreciation and amortization		(200,132	)		(194,041	)		(171,378	)
Restricted cash		68,804			73,566			4,535
Net property and equipment		150,940			158,478			176,400
Other assets		5,263			5,728			6,611
Goodwill		373,845			372,737			374,308
Other assets of discontinued operations		-			-			57,409
Other intangible assets, net		340,510			341,011			342,816
Total assets	$	1,193,122		$	1,178,512		$	1,222,619
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	$	94130,~~162~~575		$	~~109~~134,~~193~~498		$	~~105~~131,~~426~~020
Accrued and other current liabilities		~~121~~102,~~598~~346			~~102~~111,~~254~~909			~~106~~105,~~669~~106
Line of credit borrowings		4380,000			1942,000			4250,000
Current portion of ABL term loan		2,500			—			—
Current portion of long-term debt		7,577			5,527			-
Current obligation under capital lease		—-			~~605~~-			~~565~~591
Total current liabilities		261,260			231,052			254,660
Current liabilities of discontinued operations		-			-			11,683
Total current liabilities		320,498			293,934			298,400
Long-term liabilities:
Long-term debt, net		1970,~~010,709~~154			1970,~~040,506~~902			1,~~092~~095,~~549~~760
Long-term sale-leaseback financing liability, net		25,~~545~~467			25,~~578~~508			—25,610
Long-term obligation under capital lease		—-			~~2,245~~-			2,~~704~~402
Lease incentives and other liabilities		4542,~~593~~869			4944,~~664~~167			5250,~~858~~664
Unrecognized tax benefits		56,~~111~~408			56,~~075~~475			56,~~151~~114
Deferred income taxes		~~123~~110,~~567~~795			~~124~~110,~~244~~799			129,~~865~~383
Total liabilities		1,471,785			1,478,364			1,537,787
Long-term liabilities of discontinued operations		-			-			753
Total liabilities		1,476,191			1,451,785			1,609,086
Commitments and contingencies
Stockholders’ deficit:
Common stock, including additional paid-in capital ($0.001 par value:
1,000 shares authorized, issued and outstanding)		~~526~~527,~~381~~378			~~525~~527,~~759~~002			~~523~~525,~~124~~057
Accumulated deficit		(~~830~~803,~~693~~743)	)		(~~863~~792,~~539~~851)	)		(~~876~~912,~~388~~978)	)
Accumulated other comprehensive loss		(86,~~721~~704)	)		(107,~~822~~424)	)		(10,~~081~~418)	)
Total stockholders’ deficit		(~~313~~283,~~033~~069)	)		(~~348~~273,~~602~~273)	)		(~~363~~398,~~345~~339)	)
Noncontrolling interest		~~3,848~~-			~~10,714~~-			1011,~~540~~872
Total deficit		(~~309~~283,~~185~~069)	)		(~~337~~273,~~888~~273)	)		(~~352~~386,~~805~~467)	)
Total liabilities and stockholders’ deficit	$	1,~~162~~193,~~600~~122		$	1,~~140~~178,~~476~~512		$	1,~~184~~222,~~982~~619

See notes to condensed consolidated financial statements.

THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	13 Weeks Ended
	April 30, 2016			May 2, 2015
	October 29, 2016			October 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	30,941		$	(22,480	)
Net loss	$	(10,892)		$	(9,652)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Gain on extinguishment of debt		(48,804	)		—
Depreciation and amortization		9,394			9,972
Depreciation and amortization		10,151			10,700
Amortization of deferred financing costs and accretion of original issue discount		2,309			2,190
Amortization of deferred financing costs and accretion of original issue discount		1,890			1,886
Interest rate cap contracts - adjustment to market		753			1,044
Interest rate cap contracts - adjustment to market		1,183			778
Loss on disposal/impairment of assets		643			531
Loss (gain) on disposal/impairment of assets		648			(539	)
Deferred income taxes		(137)			(34)
Gain on write-off of assets and liabilities due to contract termination		(2,561	)		—
Share-based compensation expense		376			813
Deferred income taxes		(613	)		264
Other		-			(358)
Share-based compensation expense		622			720
Other		345			(198	)
Change in assets and liabilities:
Accounts receivable		4(2,~~242~~869)			~~(168~~3,839	)
Merchandise inventories		7(29,~~805~~950)			(1022,~~958~~632)	)
Prepaid income taxes		(~~296~~16)	)		~~(154~~32	)
Prepaid expenses and other assets		~~628~~(643)			~~(11~~12,~~739~~454	)
Accounts payable		(153,~~067~~919)	)		188,~~375~~515
Accrued and other current liabilities		12(9,~~096~~661)			1118,~~350~~321
Lease incentives and other liabilities		(~~958~~914)	)		~~(476~~593	)
Net cash provided by (used in) operating activities		2,252			(2,639	)
Net cash (used in) provided by operating activities		(45,526)			25,628
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(35,~~591~~495)	)		(35,~~140~~070)	)
Proceeds from sale of assets		—			353
Decrease in restricted cash		10,743			3,622
Receipt of related party loan receivable		1,741			—
Increase in related party loan receivable		-			(1,741)
Other		1-			8(7)
Net cash used in investing activities		(1,849	)		(2,779	)
Net cash provided by (used in) investing activities		5,248			(3,196)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from ABL facility		~~152~~169,000			~~130~~107,000
Payments on ABL facility		(~~128~~131,000)	)		(~~121~~127,000)	)
Proceeds from ABL term loan		50,000			—
Payments on ABL term loan		(625)			-
Payments for deferred financing costs		~~(3,804~~-	)		—(1,452)
Repurchase of notes		(26,198	)		—
Payments on capital lease and sale-leaseback financing liability		(54)			(185)
Payments on capital lease and sale-leaseback financing liability		(47	)		(133	)
Net cash provided by (used in) financing activities		37,321			(21,637)
Dividend payment by VIE to its parent		(512	)		—
Effect of exchange rate fluctuations on cash and cash equivalents		41			(15)
Net cash provided by financing activities		43,439			8,867
Net (decrease) increase in cash and cash equivalents		(2,916)			780
Effect of exchange rate fluctuations on cash and cash equivalents		162			394
Cash and cash equivalents, beginning of period		12,636			23,497
Net increase in cash and cash equivalents		44,004			3,843
Cash and cash equivalents, end of period		9,720			24,277
CASH AND CASH EQUIVALENTS:
Less - cash and cash equivalents of discontinued operations, end of period		-			7,017
Beginning of period		18,164			18,520
Cash and cash equivalents of continuing operations, end of period	$	9,720		$	17,260
End of period	$	62,168		$	22,363
OTHER CASH FLOW INFORMATION:
Cash paid (received) for income taxes, net	$	1,480		$	(3,664	)
Cash paid for income taxes, net	$	5,922		$	645
Cash paid for interest	$	12,~~873~~441		$	1011,~~390~~197

See notes to condensed consolidated financial statements.

THE GYMBOREE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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, as2016, ~~well~~the ascondensed consolidated financial statements also include Gymboree (China) Commercial and Trading Co. Ltd. (“Gymboree China”) and Gymboree (Tianjin) Educational ~~Information~~ Informational Consultation Co. Ltd. (“Gymboree Tianjin”) (collectively, the variable interest entities or “VIEs”), ~~have~~(see ~~been~~Note ~~prepared pursuant to the rules and regulations of the Securities and Exchange Commission~~3). 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 ~~annual~~Report ~~report~~ on Form 10-K for the ~~fiscal~~26 ~~year~~weeks ended ~~January~~ July 30, 2016 filed with the Securities and Exchange Commission on ~~April~~ October 28, 2016.

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. The results of operations for the 13 weeks ended ~~April 30~~October 29, 2016 (“first quarter of fiscal ~~2016~~2017”) are not necessarily indicative of the operating results that may be expected for the 52-week period ending ~~January 28~~July 29, 2017 (“fiscal ~~2016~~2017”) or any future period.

Certain reclassifications have been made to the condensed consolidated balance sheets as of January 30, 2016 and May 2, 2015 as a result of our adoption of the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs effective during the first quarter of fiscal 2016 (see Note 2).

2. Recently Issued Accounting Standards

In ~~March~~February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-0902, ~~Compensation-stock~~Leases ~~Compensation~~ (Topic ~~718~~842):. ~~Improvements to~~Under ~~Employee~~this ~~Share-Based~~ASU, ~~Payment~~lessees ~~Accounting,~~will ~~which~~be ~~simplifies~~required to recognize the ~~accounting~~following for ~~share-based~~all ~~payment~~leases ~~transactions,~~(with ~~including~~the exception of short-term leases) at the ~~income~~commencement ~~tax~~date: ~~consequences~~(i) a lease liability, ~~classification~~which ofis ~~awards~~a lessee’s asobligation ~~either~~to ~~equity~~make orlease ~~liabilities,~~payments ~~and~~arising ~~classification~~from a lease, measured on ~~the~~a ~~statement~~discounted basis; and (ii) a right-of ~~cash~~-use ~~flows~~asset, ~~among~~which ~~others.~~is ~~This~~an ~~ASU~~asset ~~will~~that berepresents ~~applied~~the ~~prospectively~~lessee’s ~~and~~right isto ~~effective~~use, ~~for~~or ~~fiscal~~control ~~years~~the use of, ~~and~~a specified asset for the ~~interim~~lease ~~periods~~term. ~~within~~This ~~those~~ASU is effective for fiscal years, beginning after December 15, ~~2016~~2018, ~~with~~including ~~early~~interim periods within those fiscal years. Early adoption is permitted. WeAlthough we have not yet determined the impact of the new standard, we believe this ASU will have a significant impact on our condensed consolidated financial statements due to the substantial number of leases that we have.

InEffective ~~February~~during ~~2016,~~ the ~~FASB~~first ~~issued~~quarter ~~ASU No.~~of fiscal 2016~~-02~~, ~~Leases~~we ~~(Topic~~adopted ~~842). Under this~~ ASU No. 2015-03, ~~lessees~~Interest-Imputation ~~will~~of beInterest ~~required to recognize the following for all leases~~ (~~with the exception of short~~Subtopic 835-~~term leases~~30): atSimplifying the ~~commencement~~Presentation ~~date:~~of ~~(i)~~Debt aIssuance ~~lease~~Costs ~~liability,~~and ~~which~~applied isthe aprovisions ~~lessee’s~~retrospectively ~~obligation~~ to ~~make~~ ~~lease~~all ~~payments~~prior ~~arising~~periods. ~~from~~As a ~~lease,~~result ~~measured on a discounted basis; and (ii) a right-~~of~~-use~~ ~~asset,~~this ~~which is an asset that represents the lessee’s right to use~~adoption, ~~or control~~ the ~~use~~unamortized ~~of,~~debt aissuance ~~specified~~costs ~~asset~~associated ~~for~~with ~~the~~our ~~lease~~ long-term. ~~Under~~debt ~~the new guidance, lessor accounting is largely unchanged~~ and ~~lessees will no longer be provided with a source of off~~long-~~balance~~term sale-leaseback ~~sheet~~ financing. ~~This~~liability ~~ASU~~are ispresented ~~effective~~as ~~for~~an ~~fiscal~~offset ~~years~~against ~~beginning~~the ~~after~~long-term ~~December~~debt ~~15, 2018, including interim periods within those fiscal years. Early adoption is permitted. Lessees (for capital~~ and ~~operating~~long-term ~~leases) and lessors (for sales~~sale-~~type,~~leaseback ~~direct~~ financing liability, ~~and~~while ~~operating~~the ~~leases)~~unamortized ~~must~~debt ~~apply~~issuance acosts ~~modified~~associated ~~retrospective~~with ~~transition~~our ~~approach~~line ~~for~~of ~~leases~~credit ~~existing~~under ~~at,~~our orABL ~~entered~~Revolving Facility ~~into~~are ~~after,~~included ~~the~~in ~~beginning~~other ofassets ~~the earliest comparative period presented~~ in the ~~financial~~accompanying ~~statements.~~condensed ~~The~~consolidated ~~modified~~balance ~~retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented~~sheets. ~~Lessees~~Below ~~and~~is ~~lessors may not apply~~ a ~~full~~summary ~~retrospective transition approach. Although we have not yet determined the impact~~ of the ~~new~~changes ~~standard,~~made wein ~~believe~~the ~~this~~accompanying ~~ASU will have a significant impact on our~~ condensed consolidated ~~financial statements~~balance ~~due~~sheets toas ~~the substantial number~~ of ~~leases~~October 31, ~~that~~2015 we(in ~~have.~~thousands):

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which requires all inventory to be measured at the lower of cost and net realizable value, except for inventory that is accounted for using the last-in, first-out (LIFO) or the retail inventory method which will be measured under existing accounting standards. This ASU would be applied prospectively and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. We have not yet determined the impact of the new standard on our condensed consolidated financial statements.


	October 31, 2015
	As Reported		Reclassification		As Restated
ASSETS:
Deferred financing costs	$	22,489	$	(22,489)	$	-
Total assets	$	1,241,999	$	(19,380)	$	1,222,619

LIABILITIES AND STOCKHOLDERS’ DEFICIT:
Long-term debt, net	$	1,114,288	$	(18,528)	$	1,095,760
Long-term sale-leaseback financing liability, net	$	26,462	$	(852)	$	25,610
Total liabilities	$	1,628,466	$	(19,380)	$	1,609,086
Total liabilities and stockholders’ deficit	$	1,241,999	$	(19,380)	$	1,222,619

In ~~April~~August ~~2015~~2014, the FASB issued ASU No. ~~2015~~ 2014-0315, ~~Interest-Imputation~~Presentation of ~~Interest~~Financial Statements—Going Concern (Subtopic ~~835~~205-3040): ~~Simplifying~~Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, to provide guidance on principles and definitions to reduce diversity in the ~~Presentation~~ timing and content of disclosures ~~Debt~~when ~~Issuance~~evaluating ~~Costs,~~whether ~~which~~there ~~requires~~is ~~that~~substantial ~~debt~~doubt ~~issuance~~about ~~costs~~an ~~related~~organization’s ability to continue as a ~~recognized~~going ~~debt~~concern. ~~liability~~This beASU ~~presented~~is effective in the annual period ending after December 15, 2016, with early adoption permitted. We have not yet determined the impact of the new standard on our condensed consolidated financial statements.

balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance in Update 2015-03 does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. In August 2015, the FASB issued ASU No. ~~2015~~ 2014-1509, ~~Interest-Imputation~~Revenue offrom ~~Interest~~Contracts ~~(Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated~~ with ~~Line-of-Credit~~Customers ~~Arrangements,~~clarifies ~~which adds SEC paragraphs about~~ the ~~presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. Accordingly, the SEC staff would not object to the deferral~~ ~~and~~principles ~~presentation~~ of ~~debt~~recognizing ~~issuance~~revenue ~~costs related to line-of-credit arrangements as an asset~~ and ~~subsequently~~creates ~~amortizing~~common ~~the~~revenue ~~deferred~~recognition debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The amendments do not affect the current guidance onbetween ~~the recognition and measurement of debt issuance costs~~U. ~~Effective during the first quarter of fiscal 2016, we adopted ASU 2015-03 and applied the provisions retrospectively to all prior periods~~S. Asgenerally aaccepted ~~result~~accounting ofprinciples ~~this adoption, the unamortized debt issuance costs associated with our long-term debt~~ and ~~long-term~~International ~~sale-leaseback~~Financial ~~financing~~Reporting ~~liability are presented as an offset against the long-term debt and long-term sale-leaseback financing liability in the accompanying condensed consolidated balance sheets~~Standards. The ~~unamortized~~effective ~~debt~~date ~~issuance costs associated with our line~~ of ~~credit~~ASU ~~under our ABL Revolving Credit Facility are included in other assets in the accompanying condensed consolidated balance sheets. The unamortized debt issuance costs associated with our long~~2014-~~term~~09 ~~debt~~is ~~and~~for ~~long-term~~fiscal ~~sale-leaseback~~years ~~financing liability, which amounted to $16.3 million~~ and ~~$21.6 million as of~~ ~~January~~interim ~~30,~~periods ~~2016~~within ~~and~~those ~~May~~years 2,beginning ~~2015,~~after ~~respectively~~December 15, ~~were~~2017. ~~reclassified~~We ~~from~~have ~~being~~not ayet ~~component~~determined ~~of our total assets to a reduction of our long-term debt and long-term sale-leaseback financing liability in~~ the ~~accompanying~~impact ~~condensed consolidated balance sheets and in Notes 16, 17, and 18. Below is a summary~~ of the ~~changes~~new ~~made~~standard inon ~~the~~our ~~accompanying~~ condensed consolidated ~~balance~~financial ~~sheets~~statements. ~~as of January 30, 2016 and May 2, 2015 due to the reclassification of the unamortized debt issuance costs (in thousands):~~

	January 30, 2016							May 2, 2015
	As Reported		Reclassification			As Restated		As Reported		Reclassification			As Restated
ASSETS:
Deferred financing costs	$	19,019	$	(19,019	)	$	—	$	23,984	$	(23,984	)	$	—
Other assets	$	5,044	$	2,751		$	7,795	$	3,683	$	2,406		$	6,089
Total assets	$	1,156,744	$	(16,268	)	$	1,140,476	$	1,206,560	$	(21,578	)	$	1,184,982
LIABILITIES AND STOCKHOLDERS’ DEFICIT:
Long-term debt, net	$	1,055,945	$	(15,439	)	$	1,040,506	$	1,114,127	$	(21,578	)	$	1,092,549
Long-term sale-leaseback financing liability, net	$	26,407	$	(829	)	$	25,578	$	—	$	—		$	—
Total liabilities	$	1,494,632	$	(16,268	)	$	1,478,364	$	1,559,365	$	(21,578	)	$	1,537,787
Total liabilities and stockholders’ deficit	$	1,156,744	$	(16,268	)	$	1,140,476	$	1,206,560	$	(21,578	)	$	1,184,982

3. Discontinued Operations

InOn ~~February~~July 15, ~~2015~~2016, we closed a transaction to sell all of the ~~FASB~~equity ~~issued~~and ~~ASU~~certain ~~No.~~intellectual ~~2015-02~~property attributable to Gymboree Play Programs, ~~Consolidation~~Inc. (~~Topic~~“Play & ~~810~~Music” or “GPPI”):, ~~Amendments~~the Company’s global Play & Music business, to Zeavion Holding Pte. Ltd. (“Zeavion”). Upon closing, the ~~Consolidation~~Company ~~Analysis~~received consideration of $128.1 million, approximately $109.9 million of which ~~provides~~is ~~guidance~~restricted onunder the ~~consolidation~~Term ~~evaluation~~Loan ~~for~~to ~~reporting~~reduce ~~organizations~~the ~~that~~Term ~~are~~Loan, ~~required~~fund tocapital ~~evaluate~~expenditures ~~whether~~or ~~they~~pay ~~should~~income ~~consolidate~~taxes ~~certain~~associated ~~legal~~with ~~entities~~the ~~such~~gain ason ~~limited~~the ~~partnerships,~~sale ~~limited~~of ~~liability~~GPPI. During the 13 weeks ended October 29, ~~corporations~~2016, ~~and~~the ~~securitization~~Company ~~structures~~used ~~(collateralized~~$10.7 ~~debt~~million ~~obligations,~~of ~~collateralized~~restricted ~~loan~~cash ~~obligations,~~to fund capital expenditures and ~~mortgage-backed~~pay ~~security~~income ~~transactions).~~taxes ~~Effective~~associated ~~during~~with the ~~first~~gain ~~quarter~~on sale of ~~fiscal~~GPPI. As of October 29, 2016, wethe ~~adopted~~remaining ~~this~~balance ~~ASU~~of ~~and~~the ~~determined~~restricted ~~that~~cash ~~it had~~attributable noto ~~impact~~the onsale ~~our~~of GPPI ~~condensed~~was ~~consolidated~~$96.3 ~~financial statements~~million.

InConcurrent ~~August~~with ~~2014,~~ the ~~FASB issued ASU No. 2014-~~July 15, ~~Presentation~~ of2016 ~~Financial~~sale ~~Statements—Going Concern (Subtopic 205-40): Disclosure~~ of ~~Uncertainties~~GPPI, ~~about~~our ~~an Entity’s Ability to Continue as a Going Concern~~VIEs, toGymboree ~~provide~~Tianjin ~~guidance~~(master franchisee onof ~~principles~~Gymboree ~~and~~Play & ~~definitions~~Music ~~to reduce diversity~~ in ~~the~~China) ~~timing~~ and ~~content~~Gymboree ofChina ~~disclosures~~(operator ~~when~~of ~~evaluating~~Gymboree ~~whether~~retail ~~there~~stores ~~is substantial doubt about an organization’s ability to continue as a going concern. This ASU is effective~~ in ~~the~~China), ~~annual~~indirectly ~~period~~controlled ~~ending~~by ~~after~~Gymboree ~~December 15~~Holding, ~~2016,~~Ltd. and ~~for~~investment ~~annual~~funds ~~periods~~sponsored ~~and interim~~by ~~periods~~Bain ~~thereafter~~Capital, ~~with~~were ~~early~~also ~~adoption~~sold ~~permitted~~to Zeavion.

In ~~May~~accordance ~~2014,~~with ~~the~~ASC ~~FASB issued ASU No. 2014~~205-0920, ~~Revenue~~Presentation ~~from Contracts~~- ~~with~~Discontinued ~~Customers~~Operations, ~~to clarify~~ the ~~principles~~sale of ~~recognizing~~our ~~revenue~~global ~~and~~Play & ~~create~~Music business ~~common~~(including ~~revenue~~GPPI ~~recognition~~and ~~guidance~~Gymboree ~~between~~Tianjin) ~~U.S.~~was ~~generally~~determined ~~accepted~~to ~~accounting~~represent ~~principles~~a ~~and~~strategic ~~International~~shift ~~Financial~~to ~~Reporting~~the ~~Standards.~~Company’s ~~This~~business ~~ASU is effective for fiscal years~~ and ~~interim periods within those years~~therefore, ~~beginning~~the ~~after~~financial ~~December~~results ~~15,~~of ~~2016,~~GPPI and isGymboree toTianjin beas ~~applied~~of ~~either~~and ~~retrospectively~~for tothe ~~each~~13 ~~prior~~weeks ~~reporting~~ended ~~period~~October 31, ~~presented~~2015 orhave been ~~with~~reported ~~the~~as ~~cumulative~~discontinued ~~effect~~operations ~~recognized~~in at the ~~date~~accompanying ofcondensed ~~initial~~consolidated ~~adoption as~~financial anstatements. ~~adjustment~~Due to ~~the~~its ~~opening~~insignificance ~~balance~~to ofour ~~retained~~consolidated ~~earnings~~financial ~~(or~~statements, ~~other~~Gymboree ~~appropriate~~China ~~components~~has ofnot ~~equity~~been orreported ~~net~~as ~~assets)~~discontinued operations. ~~In April 2015~~However, pursuant ~~the~~to ~~FASB~~ASC ~~proposed~~810-10, aConsolidation, ~~deferral~~we ofhave ~~this~~deconsolidated ~~ASU~~Gymboree China’s ~~effective~~financial ~~date~~results byas ~~one~~of ~~year~~July 15, ~~to December 15~~2016, ~~2017. The proposed deferral allows early adoption at~~ the ~~original effective~~ date. Weof ~~have~~sale ~~not~~as ~~yet~~we ~~determined~~are ~~the~~no ~~impact~~longer of the ~~new~~primary ~~standard on our condensed consolidated financial statements~~beneficiary.

3.Gymboree ~~Fair~~Play & ~~Value~~Music ~~Measurements~~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.

WeBelow ~~record our money market funds, interest rate caps and forward foreign exchange contracts at fair value. Fair value~~ is the ~~amount~~composition ~~that~~of ~~would~~income befrom ~~received~~discontinued tooperations ~~sell~~during anthe ~~asset~~13 orweeks ~~paid~~ended ~~to transfer a liability in an orderly transaction between market participants. As such~~October 31, ~~fair~~2015 ~~value is a market-based measurement that should be determined based on assumptions that market participants would use~~ (in pricing an asset or a liability. Accounting guidance prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is ~~available and significant to the fair value measurement~~thousands):

Level 1 – Quoted prices in active markets for identical assets or liabilities.


Net sales	$	9,921
Cost of goods sold, including occupancy expenses		(2,047)
Selling, general and administrative expenses		(3,539)
Other expense, net		17

Income from discontinued operations, before tax		4,352
Income tax expense		(994)

Income from discontinued operations, net of tax		3,358
Income from discontinued operations attributable to noncontrolling interest		(1,833)

Income from discontinued operations attributable to The Gymboree Corporation	$	1,525

Income from discontinued operations, before tax during the 13 weeks ended October 31, 2015 consists of (in thousands):


Income from discontinued operations attributable to The Gymboree Corporation, before tax	$	1,641
Income from discontinued operations attributable to noncontrolling interest, before tax		2,711

Total income from discontinued operations, before tax	$	4,352

~~Level~~Below 2is –a ~~Inputs~~summary ~~that~~of ~~are~~the ~~based~~assets ~~upon~~and ~~quoted~~liabilities ~~prices~~of ~~for~~discontinued ~~similar~~operations ~~instruments in~~as ~~active markets~~of October 31, ~~quoted~~2015 ~~prices for identical or similar instruments~~ (in ~~markets~~thousands): ~~that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data.~~

Level 3 – Inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. Valuation techniques could include the use of discounted cash flow models and similar techniques.


ASSETS:
Cash and cash equivalents	$	7,017
Accounts receivable, net		5,705
Merchandise inventories		3,859
Other current assets		1,968

Total current assets of discontinued operations		18,549

Net property and equipment		2,966
Goodwill		16,389
Other intangible assets, net		37,439
Other assets		615

Total other assets of discontinued operations		57,409

Total assets of discontinued operations	$	75,958


LIABILITIES:
Accounts payable and accrued liabilities	$	11,683
Other long-term liabilities		753

Total liabilities of discontinued operations	$	12,436

InBelow ~~instances where~~is ~~the~~a ~~determination~~summary of ~~the~~cash ~~fair~~flows ~~value measurement is based on inputs~~ from ~~different~~operating ~~levels~~and ofinvesting ~~the~~activities ~~fair~~attributable ~~value hierarchy, the level in the fair value hierarchy within which the fair value measurement in its entirety is classified is based on the~~to ~~lowest~~continuing ~~level~~and ~~input~~discontinued ~~that~~operations isduring ~~significant to~~ the ~~fair~~13 ~~value~~weeks ~~measurement~~ended inOctober 31, ~~its~~2015 ~~entirety. Our assessment of the significance of a particular input to the fair value measurement~~ (in ~~its~~thousands): ~~entirety requires judgment, and considers factors specific to the asset or liability.~~


CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities of continuing operations	$	21,481
Net cash provided by operating activities of discontinued operations		4,147

Net cash provided by operating activities	$	25,628


CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities of continuing operations	$	(1,242)
Net cash used in investing activities of discontinued operations		(1,954)

Net cash used in investing activities	$	(3,196)

4. Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

~~The~~Our ~~tables below present our~~ assets and liabilities measured at fair value on a recurring basis asinclude ofmoney ~~April~~market ~~30,~~funds ~~2016,~~(Level ~~January~~1) and forward ~~30,~~foreign ~~2016~~exchange ~~and~~contracts ~~May~~(Level 2,). ~~2015,~~The ~~aggregated~~fair byvalue ~~the~~of ~~level~~money inmarket ~~the~~funds ~~fair~~was ~~value~~$96.6 ~~hierarchy~~million ~~within~~and ~~which~~$110.3 ~~those~~million ~~measurements~~as ~~fall~~of ~~(in~~October 29, ~~thousands)~~2016 and July 30, 2016, respectively. ~~There~~We ~~were~~had no ~~transfers~~money ~~into~~market orfunds ~~out~~as of ~~Level~~October 31, 12015. ~~and~~The ~~Level~~fair value 2of ~~during~~ the 13forward ~~weeks~~foreign ~~ended~~exchange ~~April~~contracts 30was $69,000 ~~2016~~(asset), ~~and May 2~~$123,000 ~~2015~~(liability), or ~~for~~and ~~the~~$27,000 ~~year~~(liability) ~~ended~~as ~~January~~of October 29, 2016, July 30, 2016, and October 31, 2015, respectively.

	April 30, 2016
	Quoted Prices inActive Markets forIdentical Assets		Significant OtherObservable Inputs		SignificantUnobservableInputs
	(Level 1)		(Level 2)		(Level 3)		Total Fair Value
Assets
Money market funds	$	38,560	$	—	$	—	$	38,560
Total	$	38,560	$	—	$	—	$	38,560
Liabilities
Forward foreign exchange contracts	$	—	$	391	$	—	$	391
Total	$	—	$	391	$	—	$	391
	January 30, 2016
	Quoted Prices inActive Markets forIdentical Assets		Significant OtherObservable Inputs		SignificantUnobservableInputs
	(Level 1)		(Level 2)		(Level 3)		Total Fair Value
Liabilities
Forward foreign exchange contracts	$	—	$	145	$	—	$	145
Total	$	—	$	145	$	—	$	145
	May 2, 2015
	Quoted Prices inActive Markets forIdentical Assets		Significant OtherObservable Inputs		SignificantUnobservableInputs
	(Level 1)		(Level 2)		(Level 3)		Total Fair Value
Assets
Interest rate caps	$	—	$	9	$	—	$	9
Total	$	—	$	9	$	—	$	9
Liabilities
Forward foreign exchange contracts	$	—	$	55	$	—	$	55
Total	$	—	$	55	$	—	$	55

The carrying value of cash, receivables, line of credit borrowings, and payables approximate their estimated fair values due to the short maturities of these instruments.

We estimate the fair value of our long-term debt using current market yields. These current market yields are considered Level 2 inputs. The estimated fair value of long-term debt is as follows (in thousands):


	October 29, 2016				July 30, 2016				October 31, 2015
	Carrying				Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value		Amount		Fair Value
Term loan	$	769,102	$	484,534	$	769,102	$	592,209	$	769,102	$	503,762
Notes		171,006		85,503		171,006		68,402		346,000		114,180
ABL term loan		49,375		49,375		50,000		50,000		-		-
Less unamortized discount and deferred financing costs		(11,752)		-		(13,679)		-		(19,342)		-

Total	$	977,731	$	619,412	$	976,429	$	710,611	$	1,095,760	$	617,942

Our cash equivalents, which are primarily placed in money market funds, are valued at their original purchase price plus interest that has accrued at the stated rate.

The fair value of our interest rate caps was determined using the market standard methodology of discounting future cash receipts. The variable cash receipts were based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves and volatilities. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, were incorporated in the fair values to account for potential nonperformance risk. In adjusting the fair value of these contracts for the effect of nonperformance risk, we have considered any applicable credit enhancements such as collateral postings, thresholds, mutual puts, and guarantees.

Although we have determined the majority of the inputs used to value our interest rate caps fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, as of April 30, 2016, January 30, 2016 and May 2, 2015, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our interest rate cap positions and determined that the credit valuation adjustment was not significant to the overall valuation. As a result, we classified our interest rate caps derivative valuations in Level 2 of the fair value hierarchy.

The fair value of our forward foreign exchange contracts was determined using the market approach and Level 2 inputs. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities.

The carrying value of cash and cash equivalents, receivables, line of credit borrowings, and payables approximate their estimated fair values due to the short maturities of these instruments. We estimate the fair value of our long-term debt using current market yields. These current market yields are considered Level 2 inputs. The estimated fair value of long-term debt is as follows (in thousands):

	April 30, 2016					January 30, 2016					May 2, 2015
	CarryingAmount			Fair Value		CarryingAmount			Fair Value		CarryingAmount			Fair Value
Term loan	$	769,102		$	592,209	$	769,102		$	399,933	$	769,102		$	611,436
Notes		210,620			104,257		287,575			71,894		346,000			166,080
ABL term loan		50,000			50,000		—			—		—			—
Less unamortized discount and deferred financing costs		(16,513	)		—		(16,171	)		—		(22,553	)		—
Total	$	1,013,209		$	746,466	$	1,040,506		$	471,827	$	1,092,549		$	777,516

We had no other financial assets or liabilities measured at fair value as of April 30, 2016, January 30, 2016 and May 2, 2015.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

~~Our~~During ~~non-financial~~the ~~assets,~~13 ~~which~~weeks ~~primarily~~ended ~~consist~~October 29, of2016 ~~goodwill~~and October 31, ~~other~~2015, ~~intangible~~we ~~assets~~recorded ~~and~~ property and equipment impairment charges of $0.5 million and $0.2 million, ~~are~~respectively, ~~not required~~related to beassets ~~measured~~of atunder-performing stores. The fair market value onof athese ~~recurring~~non-financial ~~basis~~assets ~~and~~was ~~are~~determined ~~reported~~using atthe ~~carrying~~income ~~value.~~approach ~~However~~and Level 3 inputs, onwhich arequired ~~periodic~~management ~~basis~~to ~~whenever~~make significant ~~events~~estimates orabout ~~changes~~future incash ~~circumstances~~flows. ~~indicate~~Management ~~their~~estimates ~~carrying~~the ~~value~~amount ~~may~~and ~~not~~timing beof ~~fully~~future ~~recoverable,~~cash ~~and~~flows atbased ~~least~~on ~~annually for~~historical ~~goodwill~~operating results and ~~indefinite-lived~~its ~~intangible~~experience ~~assets,~~and ~~non-financial~~knowledge ~~assets~~of ~~are~~the ~~assessed~~retail ~~for~~market in which each store operates. These impairment charges ~~and,~~are ifincluded ~~applicable~~in selling, ~~written-down~~general to and ~~recorded~~administrative at(“SG&A”) ~~fair~~expenses ~~value,~~in ~~considering~~the ~~external~~accompanying ~~market~~condensed ~~participant~~consolidated ~~assumptions~~statements of operations.

~~During~~5. Goodwill ~~the 13 weeks ended April 30, 2016~~ and ~~May~~Intangible 2,Assets ~~2015, we did not identify impairment indicators for goodwill~~ and ~~indefinite-lived~~ ~~intangible~~Liabilities assets (trade names). During fiscal 2015, we determined that there was no goodwill impairment for all of our reporting units and there was no impairment on our indefinite-lived intangible assets (trade names) (see Note 4).

During the 13 weeks ended April 30, 2016, we recorded property and equipment impairment charges of $0.3 million related to the closure of Gymboree China retail locations. These impairment charges are included in selling, general and administrative (SG&A) expenses in the accompanying condensed consolidated statements of operations.

4. Goodwill and Intangible Assets and Liabilities

Goodwill

Goodwill allocated to our reportable segments as of ~~April 30~~October 29, 2016, ~~January~~July 30, 2016 and ~~May 2~~October 31, 2015 is as follows (in thousands):

	Retail StoresSegment			Gymboree Play& Music Segment		International RetailFranchise Segment		Total
	Retail Stores			International Retail
Balance as of April 30, 2016
	Segment			Franchise Segment		Total
Goodwill	$	887,241		$	16,389	$	23,636	$	927,266
Balance as of October 29, 2016
Accumulated impairment losses		(547,285	)		—		—		(547,285	)
Goodwill	$	887,241		$	23,636	$	910,877
Effect of exchange rate fluctuations		(6,136	)		—		—		(6,136	)
Accumulated impairment losses		(547,285)			-		(547,285)
	$	333,820		$	16,389	$	23,636	$	373,845
Effect of exchange rate fluctuations		(6,811)			-		(6,811)
Balance as of January 30, 2016
	$	333,145		$	23,636	$	356,781
Goodwill	$	887,241		$	16,389	$	23,636	$	927,266
Balance as of July 30, 2016
Accumulated impairment losses		(547,285	)		—		—		(547,285	)
Goodwill	$	887,241		$	23,636	$	910,877
Effect of exchange rate fluctuations		(7,244	)		—		—		(7,244	)
Accumulated impairment losses		(547,285)			-		(547,285)
	$	332,712		$	16,389	$	23,636	$	372,737
Effect of exchange rate fluctuations		(6,551)			-		(6,551)
Balance as of May 2, 2015
	$	333,405		$	23,636	$	357,041
Goodwill	$	887,241		$	16,389	$	23,636	$	927,266
Balance as of October 31, 2015
Accumulated impairment losses		(547,285	)		—		—		(547,285	)
Goodwill	$	887,241		$	23,636	$	910,877
Effect of exchange rate fluctuations		(5,673	)		—		—		(5,673	)
Accumulated impairment losses		(547,285)			-		(547,285)
	$	334,283		$	16,389	$	23,636	$	374,308
Effect of exchange rate fluctuations		(6,573)			-		(6,573)
	$	333,383		$	23,636	$	357,019

Goodwill Impairment

~~During~~As ~~the first quarter~~ of ~~fiscal~~October 29, 2016 ~~and 2015~~, we did not identify impairment indicators for goodwill. ~~During~~In ~~fiscal~~determining ~~2015,~~whether an indicator of impairment is present, we ~~determined~~qualitatively assessed the valuation of our retail segment reporting units (Gymboree Retail, Gymboree Outlet, and Janie and Jack) and International Retail Franchise reporting unit. This qualitative assessment resulted in a determination that ~~there~~it was nomore ~~goodwill~~likely ~~impairment~~than ~~for~~not ~~all~~the fair value of our reporting units ~~and~~exceeded their carrying amount as of October 29, 2016. If the results of our operations through the remainder of fiscal year 2017 or our forecast of future operating performance declines, there ~~was~~is noa potential for goodwill impairment onrelated to our ~~indefinite-lived~~Gymboree ~~intangible~~Retail ~~assets~~reporting ~~(trade names)~~unit.

In addition, other significant adverse changes to our business environment or future revenues or cash flows could cause us to record additional impairment charges in future periods, which could be material. Our annual goodwill impairment test is performed at the end of our fourth fiscal period (fiscal November).

As of July 30, 2016, we performed the first step of the two-step goodwill impairment test for the Gymboree Retail, Gymboree Outlet and International Retail Franchise reporting units due to a triggering event resulting from the softening of the retail environment and performance that did not meet expectations. We concluded that goodwill impairment was not required for any of our reporting units as the fair value of each of our reporting units exceeded its carrying value by more than 40%. As of July 30, 2016, the fair value of the Gymboree Retail, Gymboree Outlet and International Retail Franchise reporting units were $594.0 million, $147.0 million and $45.0 million, respectively, which exceeded the carrying values of $414.0 million, $102.4 million and $26.2 million, respectively. There was no triggering event for the Janie and Jack reporting unit as of July 30, 2016. As of November 28, 2015, the fair value of the Janie and Jack reporting unit was $274.0 million, which exceeded its carrying value of $77.2 million.

Intangible Assets and Liabilities

Intangible assets and liabilities consist of the following (in thousands):

	April 30, 2016
	October 29, 2016
	Gross CarryingAmount			AccumulatedAmortization			AccumulatedImpairment			Net Amount
	Gross Carrying			Accumulated			Accumulated
Intangible Assets Not Subject to Amortization:
	Amount			Amortization			Impairment			Net Amount
Trade names	$	567,012		$	—		$	(229,600	)	$	337,412
Intangible Assets Not Subject to Amortization - Trade names	$	530,800		$	-		$	(232,200	)	$	298,600
Intangible Assets Subject to Amortization:
Intangible Assets Subject to Amortization		12,135			(11,132)			-			1,003
Below market leases		3,435			(2,596	)		—			839
Total other intangible assets	$	542,935		$	(11,132)		$	(232,200)		$	299,603
Co-branded credit card agreement		4,000			(3,342	)		—			658
Intangible Liabilities Subject to Amortization - Above market leases (included in Lease incentives and other liabilities)	$	(10,240)		$	8,262		$	-		$	(1,978)
Franchise agreements and reacquired franchise rights		6,625			(5,024	)		—			1,601
	July 30, 2016
		14,060			(10,962	)		—			3,098
	Gross Carrying			Accumulated			Accumulated
Total other intangible assets	$	581,072		$	(10,962	)	$	(229,600	)	$	340,510
	Amount			Amortization			Impairment			Net Amount
Intangible Liabilities Subject to Amortization:
Intangible Assets Not Subject to Amortization - Trade names	$	530,800		$	-		$	(232,200)		$	298,600
Above market leases (included in Lease incentives and other liabilities)	$	(10,461	)	$	7,789		$	—		$	(2,672	)
Intangible Assets Subject to Amortization		12,135			(10,662)			-			1,473
Total other intangible assets	$	542,935		$	(10,662)		$	(232,200)		$	300,073
Intangible Liabilities Subject to Amortization - Above market leases (included in Lease incentives and other liabilities)	$	(10,229)		$	7,905		$	-		$	(2,324)
	October 31, 2015
	Gross Carrying			Accumulated			Accumulated
	Amount			Amortization			Impairment			Net Amount
Intangible Assets Not Subject to Amortization - Trade names	$	530,800		$	-		$	(229,600)		$	301,200
Intangible Assets Subject to Amortization		13,528			(10,582)			-			2,946
Total other intangible assets	$	544,328		$	(10,582)		$	(229,600)		$	304,146
Intangible Liabilities Subject to Amortization - Above market leases (included in Lease incentives and other liabilities)	$	(11,033)		$	7,619		$	-		$	(3,414)

Indefinite-Lived Intangible Assets Impairment

As of October 29, 2016, we did not identify impairment indicators for indefinite-lived intangible assets (the Gymboree, Janie and Jack and Crazy 8 trade names). In determining whether an indicator of impairment is present, we qualitatively assessed whether it was more likely than not the fair value of our indefinite-lived intangible assets exceeded their carrying amount as of October 29, 2016. If the results of our operations through the remainder of fiscal year 2017 or our forecast of future operating performance declines, there is a potential for indefinite-lived intangible asset impairment.

In addition, other significant adverse changes to our business environment or future revenue or cash flows could cause us to record additional impairment charges in future periods, which could be material. Our annual indefinite-lived intangible asset impairment test is performed at the end of our fourth fiscal period (fiscal November).

As of July 30, 2016, we tested certain indefinite-lived intangible assets for impairment, specifically the Gymboree and Crazy 8 trade names, due to a triggering event resulting from the softening of the retail environment and performance that did not meet expectations. As of July 30, 2016, the estimated fair values of the Gymboree trade names were $262.1 million, which exceeded the carrying values of $240.5 million. As of July 30, 2016, the estimated fair value and carrying value of the Crazy 8 trade name was $15.9 million. As of November 28, 2015, the fair value of the Janie and Jack trade name was $61.6 million, which exceeded its carrying value of $42.2 million.

	April 30, 2016
	Gross CarryingAmount			AccumulatedAmortization			AccumulatedImpairment			Net Amount
Intangible Assets Not Subject to Amortization:
Trade names	$	567,012		$	—		$	(229,600	)	$	337,412
Intangible Assets Subject to Amortization:
Below market leases		3,435			(2,480	)		—			955
Co-branded credit card agreement		4,000			(3,189	)		—			811
Franchise agreements and reacquired franchise rights		6,625			(4,792	)		—			1,833
		14,060			(10,461	)		—			3,599
Total other intangible assets	$	581,072		$	(10,461	)	$	(229,600	)	$	341,011
Intangible Liabilities Subject to Amortization:
Above market leases (included in Lease incentives and other liabilities)	$	(10,461	)	$	7,435		$	—		$	(3,026	)
	May 2, 2015
	Gross CarryingAmount			AccumulatedAmortization			AccumulatedImpairment			Net Amount
Intangible Assets Not Subject to Amortization:
Trade names	$	567,012		$	—		$	(229,600	)	$	337,412
Intangible Assets Subject to Amortization:
Customer relationships		770			(688	)		—			82
Below market leases		4,839			(3,319	)		—			1,520
Co-branded credit card agreement		4,000			(2,727	)		—			1,273
Franchise agreements and reacquired franchise rights		6,625			(4,096	)		—			2,529
		16,234			(10,830	)		—			5,404
Total other intangible assets	$	583,246		$	(10,830	)	$	(229,600	)	$	342,816
Intangible Liabilities Subject to Amortization:
Above market leases (included in Lease incentives and other liabilities)	$	(11,400	)	$	7,196		$	—		$	(4,204	)

The decrease in the gross carrying amount of customer relationships, below market leases, franchise agreements and reacquired franchise rights, and above market leases for the period May 2, 2015 to January 30, 2016 reflects the write off of certain fully amortized intangibles.

Indefinite-Lived Intangible Assets Impairment

During the first quarter of fiscal 2016 and 2015, we did not identify impairment indicators for indefinite-lived intangible assets. During fiscal 2015, we determined that there was no impairment charge related to trade names of our retail stores segment.

Net amortization income (expense) is presented below for the periods ended (in thousands):

	13 Weeks EndedApril 30, 2016			13 Weeks EndedMay 2, 2015
	13 Weeks Ended
Cost of goods sold - Amortization income	$	238		$	133
	October 29, 2016			October 31, 2015
Selling, general and administrative expenses - Amortization expense	$	(385	)	$	(468	)
Amortization income included in cost of goods sold	$	226		$	198
Amortization expense included in selling, general and administrative expenses	$	(350)		$	(385)

6. Line of Credit and Long-term Debt

Line of credit borrowings and long-term debt consist of (in thousands):


	October 29,		July 30,		October 31,
	2016		2016		2015

Line of credit borrowings	$	80,000	$	42,000	$	50,000


Long-term debt -
ABL term loan due December 2017, LIBOR plus 10.25%
Principal amount	$	49,375	$	50,000	$	-
Less unamortized deferred financing costs		(2,691)		(3,228)		-

ABL term loan, net of unamortized deferred financing costs		46,684		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		(5,137)		(6,062)		(8,760)
Less unamortized discount		(477)		(563)		(814)

Term loan, net of unamortized discount and deferred financing costs		763,488		762,477		759,528


Senior notes due December 2018, 9.125%
Principal amount		171,006		171,006		346,000
Less unamortized deferred financing costs		(3,447)		(3,826)		(9,768)

Senior notes, net of unamortized deferred financing costs		167,559		167,180		336,232


Total long-term debt, net of unamortized discount and deferred financing costs		977,731		976,429		1,095,760
Less current portion of long-term debt		(7,577)		(5,527)		-


Long-term portion of long-term debt, net of unamortized discount and deferred financing costs	$	970,154	$	970,902	$	1,095,760


Total line of credit borrowings and long-term debt, net of unamortized discount and deferred financing costs	$	1,057,731	$	1,018,429	$	1,145,760

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 and any subsidiary guarantors that are available to collateralize the borrowings thereunder, and is reduced by the level of outstanding letters of credit and the outstanding amount of the ABL Term Loan. The line of credit available under the ABL Revolving Facility was reduced by letter of credit utilization totaling $30.8 million as of October 29, 2016. Undrawn line of credit availability under the ABL Revolving Facility, after being reduced by outstanding line of credit borrowings, letter of credit

5 utilization and outstanding balance of ABL Term Loan, was $114.2 ~~Line~~million as of ~~Credit~~October 29, 2016, subject to a minimum amount of “Combined Availability” and “Availability” as defined below. Our undrawn line of credit availability, net of the minimum amount of combined availability and availability, was approximately $92.0 million as of October 29, 2016.

InLine ~~September~~of ~~2015,~~credit weborrowings ~~entered~~under ~~into~~ the ~~first~~ABL ~~amendment~~Revolving ~~(the~~Facility ~~“First~~bear ~~Amendment”)~~interest toat ~~our~~a ~~senior secured~~rate ~~asset-based~~per ~~revolving~~annum ~~credit~~equal ~~facility~~to, ~~(“ABL~~at ~~Revolving~~our ~~Facility”~~option, either (a) a tobase ~~extend~~rate ~~the~~determined ~~maturity~~by ~~date~~reference ofto the ~~ABL~~highest ~~revolving~~of ~~commitments~~(1) the ~~from~~prime ~~March~~rate ~~2017~~of toBank ~~the~~of ~~earlier~~America, ofN.A., (i2) the ~~September~~federal ~~24,~~funds ~~2020~~effective rate plus 0.50%, and (ii3) a ~~the~~LIBOR ~~date~~rate ~~that~~determined isby 60reference ~~days~~to ~~before~~ the ~~scheduled~~ ~~final~~costs ~~maturity~~of ~~date~~funds offor ~~any~~U.S. dollar ~~tranche~~deposits offor ~~the~~an ~~Term~~interest ~~Loan~~period ~~(which~~of isone ~~currently~~month ~~due~~adjusted tofor ~~mature~~certain inadditional ~~February~~costs, ~~2018)~~plus 1.00%, or ~~the~~(b) a ~~Notes~~LIBOR ~~(which~~rate ~~are~~determined ~~currently~~by ~~due~~reference to ~~mature~~the incosts ~~December~~of ~~2018),~~funds ~~unless~~for ~~such~~U.S. ~~indebtedness~~dollar isdeposits ~~cumulatively~~for ~~equal~~the tointerest orperiod ~~less~~relevant ~~than~~to ~~$25.0~~such borrowing ~~million~~adjusted infor ~~the~~certain ~~aggregate~~additional ~~and~~costs a(“Adjusted ~~reserve~~LIBOR”), ~~against~~in ~~the~~each ~~borrowing~~case ~~base~~plus isan ~~imposed~~applicable ~~equal~~margin. toAs ~~the~~of ~~amount~~October 29, of2016, ~~such~~the ~~indebtedness.~~weighted ~~The~~average ~~ABL~~interest ~~revolving~~rate ~~commitment~~on ~~will~~our ~~therefore~~line ~~mature~~of incredit ~~December~~borrowings ~~2017~~outstanding ~~unless~~under the ~~Term~~ABL ~~Loan~~Revolving ~~and~~Facility was ~~the~~2.8%. ~~Notes~~In ~~(other~~addition ~~than~~to anpaying ~~aggregate amount~~interest on outstanding line of ~~Term~~credit ~~Loans~~borrowings ~~and~~under ~~Notes~~the ~~that~~ABL isRevolving ~~equal~~Facility, towe orare ~~less~~required ~~than~~to ~~$25.0 million)~~pay ~~are~~a ~~refinanced~~commitment ~~with~~fee ~~indebtedness~~on ~~having~~unutilized acommitments ~~final~~thereunder, ~~maturity~~which ~~date~~is ~~later~~between ~~than~~0.250% ~~February~~and ~~2018~~0.375% per annum.

InThe ~~April~~ABL ~~2016~~Facility contains covenants that, weamong ~~entered~~other ~~into~~things, restrict our ability to incur additional indebtedness and pay dividends. It requires the Company and its restricted subsidiaries to maintain a ~~second~~minimum ~~amendment~~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 ~~Revolving~~Term Loan borrowing base minus (b) the sum of the aggregate outstanding principal amount under the ABL Facility (including the ABL ~~Revolving~~Term ~~Facility~~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 soof ~~amended~~October 29, 2016 was $225.0 million) minus (II) the ~~“ABL~~aggregate ~~Facility”~~principal oramount outstanding under the ~~“Second~~revolving ~~Amendment”~~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. ~~The~~Under ~~Second~~the ~~Amendment~~new availability ~~provides~~covenant, ~~for~~the aCompany ~~senior~~and ~~secured~~its ~~term~~restricted ~~loan~~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) $5017.05 million, ~~subject~~and to(y) 10% aof the lesser of (A) the applicable revolving line of credit borrowing base and (~~see~~B) the ~~Note~~revolving 6credit ceiling. 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 October 29, 2016, we were not required to test compliance with this covenant. 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~~In addition, the ABL Facility provides ~~for~~that ~~financing~~if ofthe uplesser toof ~~$225~~(i) ~~million~~Combined inAvailability aand ~~revolving~~(ii) Availability ~~line of credit. Line of credit availability~~falls ~~under~~below the ~~ABL~~greater ~~Facility is subject to a borrowing base consisting~~ of ~~certain~~(x) $22.5 ~~assets~~million ~~of the Company, any subsidiary co-borrowers~~ and ~~any~~(y) 12.5% ~~subsidiary~~of ~~guarantors that are available to collateralize~~ the ~~borrowings~~lesser ~~thereunder,~~of ~~and is reduced by~~ (A) the ~~level of~~applicable ~~outstanding~~revolving ~~letters~~line of credit ~~and~~borrowing ~~the~~base ~~outstanding~~and ~~amount of~~ (B) the ~~ABL~~revolving ~~Term Loan. Line of~~ credit ~~borrowings~~ceiling ~~outstanding under~~ (the ~~ABL~~“Cash ~~Facility~~Dominion asThreshold”) offor ~~April~~5 ~~30,~~consecutive business ~~2016~~days, ~~January~~the ~~30,~~agent ~~2016~~for ~~and~~the ~~May~~ABL 2,lenders ~~2015 were $43.0 million~~may, ~~$19.0~~subject ~~million~~to ~~and~~certain ~~$42.0 million~~exceptions, ~~respectively.~~take ~~The~~control ~~line~~ of ~~credit available under~~ the ~~ABL~~Company’s ~~Facility~~bank isaccounts ~~reduced~~and byapply ~~letter~~the offunds ~~credit~~therein ~~utilization~~to ~~totaling~~pay ~~$30.8~~down ~~million~~the asCompany’s ofobligations ~~April 30, 2016. Undrawn line of credit availability~~ under the ABL Facility,. ~~after~~The ~~being~~Company ~~reduced~~would byregain ~~outstanding~~control ~~line~~ of ~~credit~~its ~~borrowings,~~bank ~~letter~~accounts of(a ~~credit~~“Cash ~~utilization~~Dominion ~~and~~Cure”) ~~$50~~once ~~million~~the lesser of ~~ABL~~(i) Combined ~~Term~~Availability ~~Loan~~and (~~see Note 6~~ii), Availability ~~was~~had ~~$90.7~~exceeded ~~million as of April 30, 2016. Average line of credit borrowings during~~ the 13Cash ~~weeks~~Dominion ~~ended~~Threshold ~~April~~for 30, ~~2016~~consecutive ~~and May 2~~days, ~~2015 under~~provided that the ABL Facility ~~amounted~~permits tono more ~~$49.7~~than ~~million~~three ~~and~~Cash ~~$54.1~~Dominion ~~million,~~Cures ~~respectively. Average~~in ~~line~~any ofrolling ~~credit~~365-day ~~borrowings during fiscal 2015 amounted to $51~~period.9 ~~million.~~

~~Line~~The ofobligations ~~credit borrowings~~ under the ABL Facility ~~bear~~are ~~interest at a rate per annum equal to~~secured, ~~at our option, either (a) a~~ ~~base~~subject ~~rate determined by reference~~ to ~~the~~certain ~~highest of (1) the prime rate of Bank of America~~exceptions, ~~N.A., (2) the federal funds effective rate plus 0.50%, and (3) a LIBOR rate determined~~ by ~~reference~~substantially toall ~~the costs~~ of ~~funds~~our ~~for U~~assets.S. ~~dollar deposits~~Our ~~for an interest period of one month adjusted for certain additional costs, plus 1.00~~100%,-owned ordomestic ~~(b) a~~subsidiaries ~~LIBOR~~have ~~rate~~fully ~~determined~~and byunconditionally ~~reference~~guaranteed 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 April 30, 2016, the weighted average interest rate on our ~~line~~obligations ~~of credit borrowings outstanding~~ under the ABL Facility ~~was~~(see ~~3.9%.~~Note ~~In addition to paying interest on outstanding line of credit borrowings under the ABL Facility, we are required to pay a commitment fee on unutilized commitments thereunder, which is between 0~~14).~~250%~~ ~~and 0.375% per annum under the ABL Facility.~~

~~The~~ ABL Facility contains covenants that, among other things, restrict our ability to incur additional indebtedness and pay dividends. 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 (see Note 6). As of April 30, 2016, we were not required to test compliance with this covenant. 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 18).

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 ABL Term Loan totaled $49.4 million as of October 29, 2016.

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 LIBOR contract rate as determined by the agent for the ABL Term Loan monthly on the first day of each calendar month, plus 10.25% per annum, or, in certain circumstances, at the prime rate, plus 9.25% per annum. Interest is payable monthly. As of October 29, 2016, the interest rate under our ABL Term Loan was 11.1%.

6The ABL Term Loan requires us to make quarterly payments equal to $0.6 ~~Long-~~million, with the balance due on the maturity of the ABL Term ~~Debt~~Loan, which is the same as the maturity date of the ABL revolving commitment.

~~Long-term~~The ~~debt~~obligations ~~consists~~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 (insee ~~thousands~~Note 14):.

	April 30, 2016			January 30, 2016			May 2, 2015
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 discount		(6,973	)		(7,873	)		(10,497	)
Less unamortized deferred financing costs		(649	)		(732	)		(975	)
Term loan, net of unamortized discount and deferred financing costs		761,480			760,497			757,630
Senior notes due December 2018, 9.125%
Principal amount		210,620			287,575			346,000
Less unamortized deferred financing costs		(5,143	)		(7,566	)		(11,081	)
Senior notes, net of unamortized deferred financing costs		205,477			280,009			334,919
ABL term loan due December 2017, LIBOR plus 10.25%
Principal amount		50,000			—			—
Less unamortized deferred financing costs		(3,748	)		—			—
ABL term loan, net of unamortized deferred financing costs		46,252			—			—
Total long-term debt, net of unamortized discount and deferred financing costs		1,013,209			1,040,506			1,092,549
Less current portion of ABL Term Loan		(2,500	)		—			—
Long-term portion of long-term debt, net of unamortized discount and deferred financing costs	$	1,010,709		$	1,040,506		$	1,092,549

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 Term Loan allows us to request additional tranches of term loans in an aggregate amount not to exceed $200 million, subject to the satisfaction of certain conditions, provided such amount will be subject to reduction by the amount of any additional commitments incurred under the ABL Facility. 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 ~~April 30~~October 29, 2016, the interest rate under our Term Loan was 5%.

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 provisions, including a requirement that we prepay the Term Loan with a certain percentage of our annual excess cash flow. We calculated our excess cash flow ~~using~~for ~~fiscal~~the ~~2015~~26-week ~~operating~~transition ~~results~~period ended July 30, 2016 and concluded we are not required to make any excess cash flow payments on the Term Loan during fiscal ~~2016. Excess cash flow payments on the Term Loan for fiscal~~ 2017 ~~will be calculated with our fiscal 2016 annual operating results~~. Voluntary prepayments and the excess cash flow prepayments made in prior fiscal years were applied toward our remaining quarterly amortization payments payable under the Term Loan through fiscal ~~2016~~2017. Our next quarterly payment payable under the Term Loan is due in the ~~first~~third quarter of fiscal 2017.

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 1814).

Senior Notes

In fiscal 2010, we issued $400 million aggregate principal amount of 9.125% ~~senior~~Senior ~~notes~~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 3), 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 the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on December 1 of each of the years indicated below:

Year	Percentage
2015		102.281	%
2016 and thereafter		100.000	%

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 14). 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.

~~The~~Future ~~Notes~~minimum ~~are~~principal ~~unsecured~~payments ~~senior~~on ~~obligations of The Gymboree Corporation. The Company’s 100%~~long-~~owned~~term ~~domestic~~debt subsidiaries have fully and unconditionally guaranteed the Company’s obligations under the Notes (see Note 18). 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.

~~During~~Future ~~fiscal~~minimum ~~2015,~~principal wepayments ~~repurchased~~on ~~Notes~~long-term ~~with~~debt, anexcluding ~~aggregate~~amortization ~~principal~~of ~~amount~~deferred offinancing ~~$58.4 million~~costs ~~for~~of $1511.3 million inand ~~cash~~accretion ~~through~~of ~~open~~original ~~market~~issue ~~transactions.~~discount We(“OID”) ~~recorded~~of a $410.5 million ~~gain~~as ~~on extinguishment~~ of ~~debt~~October 29, ~~net~~2016, ofare aas ~~$1.6 million~~follows ~~charge~~(in ~~related~~thousands): ~~to the write-off of deferred financing costs associated with the extinguished debt.~~

During the 13 weeks ended April 30, 2016, we repurchased Notes with an aggregate principal amount of $77.0 million for $26.2 million in cash through privately negotiated transactions. We recorded a $48.8 million gain on extinguishment of debt, net of a $2.0 million charge related to the write-off of deferred financing costs associated with the extinguished debt.


Fiscal years ending	Principal Payments
July 29, 2017	$	4,902
July 28, 2018		813,575
July 27, 2019		171,006

Total	$	989,483

~~On April 26, 2016, the Company announced a cash tender offer (the “Tender Offer”) to purchase the maximum aggregate principal amount of its outstanding Notes that it can purchase for $40~~7.0 million, excluding accrued interest. The Tender Offer expired on May 23, 2016. During the second quarter of fiscal 2016, the Company repurchased $39.6 million aggregate principal amount of Notes for $20.6 million through the Tender Offer and will recognize $18.0 million of gain on extinguishment of debt, net of a $1.0 million charge related to the writeSale-~~off~~Leaseback of ~~deferred~~Dixon ~~financing~~Distribution ~~costs~~Center ~~associated with the extinguished debt.~~

~~ABL~~On ~~Term~~May 5, ~~Loan~~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.

~~The~~Under ~~ABL~~the ~~Term~~terms ~~Loan~~ of the lease agreement, the Company is required to maintain a $503.05 million ~~may~~unconditional beirrevocable ~~used~~letter of credit that reduces our line-of-credit borrowing base for a period of up to ~~repurchase~~10 ~~Notes,~~years. Due to ~~finance~~the Company’s continuing involvement through the irrevocable ~~acquisition~~letter of ~~working~~credit, ~~capital~~the ~~assets,~~Company has accounted for ~~capital~~ ~~expenditures~~the ~~and~~sale-leaseback ~~permitted~~as ~~acquisitions~~a financing liability. Payments made by the Company are allocated between interest expense and ~~for~~a ~~other~~reduction ~~general~~to ~~corporate~~the ~~purposes~~sale-leaseback financing liability.

~~The~~Payments ~~Second~~(including ~~Amendment provides that the ABL Term Loan bears~~ interest) ~~(computed~~made onby the ~~basis~~Company ofrelated to the ~~actual number of days elapsed over a year of 360 days) at a 90~~sale-~~day~~leaseback ~~LIBOR~~financing ~~contract~~liability ~~rate~~during ~~as determined by~~ the ~~agent~~13 ~~for~~weeks ~~the~~ended October 29, ~~ABL~~2016 ~~Term~~and ~~Loan~~October 31, ~~monthly~~2015 ontotaled ~~the~~$0.5 ~~first~~million ~~day~~and of$0.5 ~~each calendar month~~million, ~~plus 10~~respectively.~~25%~~ ~~per~~The ~~annum,~~interest ~~or,~~portion inof ~~certain circumstances, at~~ the ~~prime~~payments ~~rate,~~was ~~plus 9~~$0.~~25%~~4 ~~per~~and ~~annum~~$0.4 ~~Interest~~million isduring ~~payable~~the ~~monthly.~~13 Asweeks ofended ~~April 30~~October 29, 2016, ~~the~~and ~~interest~~October 31, ~~rate under our ABL Term Loan was 10~~2015, respectively.~~9%.~~

~~The~~As ~~ABL~~of ~~Term~~October 29, ~~Loan~~2016, ~~requires~~future ~~us to make quarterly~~ payments ~~equal to $0.6 million, with the balance due~~ on the ~~maturity~~sale-leaseback offinancing ~~the ABL~~liability, ~~Term~~excluding ~~Loan~~renewals, are ~~which is the same~~ as ~~the~~follows ~~maturity date of the ABL revolving commitment~~ (~~see~~in ~~Note 5~~thousands).:

The Second Amendment also provides for a new availability covenant, which 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 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 April 30, 2016 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 new 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 (1) the applicable revolving line of credit borrowing base and (2) the revolving credit ceiling. The Second Amendment also provided the agent for the ABL Term Loan and the ABL Term Loan lenders with certain consent rights to amendments relating to, among other terms and provisions, the borrowing bases, the availability covenant and certain negative covenants. All other material affirmative and negative covenants and events of default under the ABL Facility remained substantially unchanged following the Second Amendment.


Fiscal years	Payments
Remainder of 2017	$	1,360
2018		1,834
2019		1,856
2020		1,880
2021		1,903
2022		1,927
Thereafter		28,485

Total payments		39,245
Less amount representing interest		(12,780)
Less unamortized deferred financing costs		(762)

Total sale-leaseback financing liability, net of unamortized deferred financing costs		25,703
Less current portion of sale-leaseback financing liability included in accrued liabilities		(236)

Long-term portion of sale-leaseback financing liability, net of unamortized deferred financing costs	$	25,467

~~The~~As ~~obligations~~of ~~under the ABL Term Loan are secured~~October 29, ~~subject to certain exceptions~~2016, bythe ~~substantially~~net ~~all~~carrying ofvalue ~~our assets and those~~ of ~~our~~the ~~100%-owned~~Dixon ~~domestic~~distribution ~~subsidiaries.~~center ~~Our~~included in ~~100%-owned~~property ~~domestic subsidiaries also have fully~~ and ~~unconditionally~~equipment ~~guaranteed~~on ~~the~~our ~~Company’s~~condensed ~~obligations~~consolidated ~~under~~balance ~~the~~sheets ~~ABL~~amounted ~~Term~~to ~~Loan (see Note~~ $18).4 million.

Future minimum principal payments on long-term debt, excluding amortization of deferred financing costs of $15.9 million and accretion of original issue discount (“OID”) of $0.6 million and as of April 30, 2016, are as follows (in thousands):

Fiscal years	Principal Payments
Remainder of 2016	$	1,875
2017		54,627
2018		973,220
Total	$	1,029,722

7. Sale-leaseback of Dixon Distribution Center

On May 5, 2015, the Company entered into an agreement to sell its distribution center in Dixon, California for gross proceeds of $26.8 million, less closing costs of $0.9 million, or net proceeds of $25.9 million, and entered into a leaseback of the property from the purchaser for a period of 15 years. Approximately $10.9 million of the net proceeds were restricted under the Term Loan to fund capital expenditures or reduce the Term Loan. The total amount of restricted funds was used to fund capital expenditures during fiscal 2015.

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 borrowing base for a period of up to 10 years. Due to the Company’s continuing involvement through the irrevocable letter of credit, the Company has accounted for the sale-leaseback as a financing liability. Payments made by the Company are allocated between interest expense and a reduction to the sale-leaseback financing liability. In the period that there is no longer continuing involvement by the Company, the distribution center and the sale-leaseback financing liability will be removed from our condensed consolidated balance sheets, resulting in a gain on the sale of the distribution center, with a portion of the gain deferred and amortized over the remaining lease term.

Payments made by the Company related to the sale-leaseback financing liability during the 13 weeks ended April 30, 2016 totaled $0.4 million, which was primarily allocated to interest expense.

As of April 30, 2016, future payments on the sale-leaseback financing liability, excluding renewals, are as follows (in thousands):

Fiscal years	Payments
Remainder of 2016	$	1,354
2017		1,822
2018		1,845
2019		1,868
2020		1,891
2021		1,915
Thereafter		29,452
Total payments		40,147
Less amount representing interest		(13,578	)
Less unamortized deferred financing costs		(807	)
Total sale-leaseback financing liability, net of unamortized deferred financing costs		25,762
Less current portion of sale-leaseback financing liability included in accrued liabilities		(217	)
Long-term portion of sale-leaseback financing liability, net of unamortized deferred financing costs	$	25,545

As of April 30, 2016 and January 30, 2016, the net carrying value of the Dixon distribution center assets that are included in property and equipment on our condensed consolidated balance sheets amounted to $18.7 million and $18.9 million, respectively.

8. Derivative Financial Instruments

We enter into forward foreign exchange contracts with respect to certain purchases in United States dollars (“U.S. dollars”) of inventory to be sold in our retail stores in Canada. The purpose of these contracts is to protect our margins on the eventual sale of the inventory from fluctuations in the exchange rate for Canadian and U.S. dollars. The term of these forward foreign exchange contracts is generally less than one year. These contracts are treated as cash-flow hedges. Amounts reported in accumulated other comprehensive loss related to these forward foreign exchange contracts will be reclassified to COGS over a three-month period. We also enter into forward foreign exchange contracts with respect to short-term intercompany balances between U.S. and Canada. The purpose of these contracts is to protect us from fluctuations in the exchange rates upon the settlement of such balances. These contracts are not designated as hedges. Consequently, changes in the fair value of these contracts are included in other income.

In December 2010, we paid approximately $12.1 million to enter into interest rate caps to hedge against rising interest rates associated with the $700 million principal of our Term Loan (see Note 6) above the strike rate of the cap through December 23, 2016, the maturity date of the caps. The interest rate caps were designated on the date of execution as cash-flow hedges. The premium, and any related amounts reported in accumulated other comprehensive loss, are being amortized to interest expense through December 23, 2016, as interest payments are made on the underlying Term Loan. During the 13 weeks ended April 30, 2016 and May 2, 2015, respectively, we reclassified approximately $1.2 million and $0.8 million, respectively, from accumulated other comprehensive loss to interest expense. We estimate approximately $3.5 million will be reclassified from accumulated other comprehensive loss to interest expense through the maturity date of the caps in the fourth quarter of fiscal 2016.

For a derivative instrument designated as a cash-flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income (loss) and is subsequently recognized in earnings when the hedged exposure is recognized in earnings. Gains or losses on the derivative representing either hedge components excluded from the assessment of effectiveness or hedge ineffectiveness are recognized in earnings.

We had the following outstanding derivatives designated as cash flow hedges (U.S. dollars in thousands):

	April 30, 2016						January 30, 2016			May 2, 2015
	October 29, 2016							July 30, 2016						October 31, 2015
	Number ofInstruments		Notional(USD)				Number ofInstruments	Notional(USD)		Number ofInstruments		Notional(USD)
	Number of				Notional			Number of		Notional				Number of		Notional
Interest rate derivatives
	Instruments				(USD)			Instruments		(USD)				Instruments		(USD)
Purchased interest rate caps	4		$	700,000			4	$	700,000	4		$	700,000
Interest rate derivatives
Foreign exchange derivatives
Purchased interest rate caps		4			$	700,000			4	$	700,000				4	$	700,000
Forward foreign exchange contracts	3			2,694			6		5,492	3			2,343
Foreign exchange derivatives
Total	7		$	702,694			10	$	705,492	7		$	702,343
Forward foreign exchange contracts		2				3,571			5		8,666				3		4,468
Total		6			$	703,571			9	$	708,666				7	$	704,468

~~There~~The ~~were~~interest norate ~~forward~~caps ~~foreign~~mature ~~exchange~~on ~~contracts~~December 23, ~~that~~2016. ~~were~~The ~~not~~forward ~~designated~~foreign ~~as hedges as of~~exchange ~~April~~contracts ~~30,~~mature ~~2016,~~in ~~January 30,~~less ~~2016,~~than ~~and~~one ~~May 2, 2015~~year.

~~The~~In ~~table~~addition ~~below~~to ~~presents~~the cash flow hedges above, the ~~fair~~Company ~~value~~had ofone ~~all~~forward foreign exchange contract with a notional amount of ~~our~~$3.5 ~~derivative financial~~million ~~instruments~~and $1.5 million as ~~well~~of October 29, 2016 and July 30, 2016, respectively, that was not designated as ~~their~~a ~~classification~~hedge. onThere ~~the~~were ~~condensed~~no ~~consolidated~~forward ~~balance~~foreign ~~sheets~~exchange ~~(in~~contracts ~~thousands)~~that ~~(see~~were ~~Note~~not 3)designated as hedges as of October 31, 2015.

	April 30, 2016		January 30, 2016		May 2, 2015
	DerivativeLiabilities		DerivativeLiabilities		DerivativeAssets		DerivativeLiabilities
Other Assets
Purchased interest rate caps	$	—	$	—	$	9	$	—
Total	$	—	$	—	$	9	$	—
Accrued Liabilities
Forward foreign exchange contracts	$	391	$	145	$	—	$	55
Total	$	391	$	145	$	—	$	55

The tables below present the effect of all of our derivative financial instruments on the condensed consolidated statements of operations and comprehensive loss (in thousands).

13 Weeks Ended October 29, 2016

Location of Gains

Gains / (Losses)

(Losses) Reclassified

Reclassified from

Recognized in OCI on

from Accumulated

Accumulated OCI into

Derivative (Effective

OCI into Income

Income (Effective

Portion)

(Effective Portion)

Portion)

Interest rate caps

Interest expense

(1,369)

Forward foreign exchange contracts

114

Cost of goods sold

(227)

Total

114

(1,596)

13 Weeks Ended October 31, 2015

Location of Gains

Gains / (Losses)

(Losses) Reclassified

Reclassified from

Recognized in OCI on

from Accumulated

Accumulated OCI into

Derivative (Effective

OCI into Income

Income (Effective

Portion)

(Effective Portion)

Portion)

Interest rate caps

(1)

Interest expense

(1,044)

Forward foreign exchange contracts

(22)

Cost of goods sold

Total

(23)

(992)

9. Income Taxes

As of October 29, 2016, July 30, 2016, and October 31, 2015, unrecognized tax benefits were $6.1 million, $6.3 million and $7.4 million, respectively. We believe it is reasonably possible that the total amount of unrecognized tax benefits of $6.1 million as of October 29, 2016 will decrease by as much as $0.8 million during the next 12 months due to the resolution of certain tax contingencies and lapses of applicable statutes of limitation.

As of October 29, 2016, July 30, 2016, and October 31, 2015, the total valuation allowance against deferred tax assets was $30.2 million, $30.6 million, and $79.3 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.

~~The~~10. Commitments ~~tables below present the effect of all of our derivative financial instruments on the condensed consolidated statements of operations~~ and ~~comprehensive~~Contingencies income (loss) (in thousands). No amounts were reclassified from accumulated other comprehensive loss (OCI) into earnings as a result of forecasted transactions that failed to occur or as a result of hedge ineffectiveness (see Note 13).

	13 Weeks Ended April 30, 2016
	Gains / (Losses)Recognized in OCI onDerivative (EffectivePortion)			Location of Gains(Losses) Reclassifiedfrom AccumulatedOCI into Income(Effective Portion)	Gains / (Losses)Reclassified fromAccumulated OCI intoIncome (EffectivePortion)
Interest rate caps	$	—		Interest expense	$	(1,183	)
Forward foreign exchange contracts		(491	)	Cost of goods sold		62
Total	$	(491	)		$	(1,121	)

	13 Weeks Ended May 2, 2015
	Gains / (Losses)Recognized in OCI onDerivative (EffectivePortion)			Location of Gains(Losses) Reclassifiedfrom AccumulatedOCI into Income(Effective Portion)	Gains / (Losses)Reclassified fromAccumulated OCI intoIncome (EffectivePortion)
Interest rate caps	$	(8	)	Interest expense	$	(778	)
Forward foreign exchange contracts		(146	)	Cost of goods sold		165
Total	$	(154	)		$	(613	)

9. Leases

We outsourced the fulfillment of www.gymboree.com online customer orders to a third-party fulfillment center. On February 25, 2016, the Company entered into an agreement to terminate its operating services agreement with the third party fulfillment center. The Company recognized a loss on contract termination of approximately $5.7 million during the 13 weeks ended April 30, 2016, which is included as a component of SG&A expenses in the accompanying condensed consolidated statements of operations. The loss on contract termination consists of the $8.3 million in an early termination fee, offset by a $2.6 million gain on the write-off of assets and liabilities associated with the operating services agreement during the 13 weeks ended April 30, 2016. The early termination fee liability, which amounted to $8.3 million as of April 30, 2016, is payable in two equal installments in May 2016 and August 2016 and is included in Accrued and other current liabilities in the accompanying condensed consolidated balance sheets.

During the first quarter of 2016, Gymboree China’s management made a decision to close 25 of its retail locations. Gymboree China recognized $1.3 million of expense related to the store closures, which is comprised of lease contract termination costs totaling $0.9 million and $0.4 million of other exit costs during the 13 weeks ended April 30, 2016. These costs are included as a component of SG&A expenses in the accompanying condensed consolidated statements of operations.

10. Share-Based Compensation

Share-based compensation expense included as a component of SG&A expenses was $0.6 million and $0.7 million during the 13 weeks ended April 30, 2016 and May 2, 2015, respectively. We include an estimate of forfeitures in determining share-based compensation expense.

11. Income Taxes

As of April 30, 2016, January 30, 2016 and May 2, 2015, unrecognized tax benefits were $6.3 million, $6.4 million and $6.8 million, respectively. We believe it is reasonably possible that the total amount of unrecognized tax benefits of $6.3 million as of April 30, 2016 will decrease by as much as $0.8 million during the next twelve months due to the resolution of certain tax contingencies and lapses of applicable statutes of limitation.

As of April 30, 2016, January 30, 2016 and May 2, 2015, the total valuation allowance against deferred tax assets was $49.9 million, $63.2 million and $67.3 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, and against the tax benefit on losses from our VIEs. We intend to maintain a valuation allowance until sufficient positive evidence exists to support its reversal.

12. Commitments and Contingencies

Commitments

There have been no significant changes to our contractual obligations and commercial commitments as disclosed in our ~~Annual~~ Transition Report on Form 10-K as of ~~January~~ July 30, 2016 (see Notes 6, 7, 11 and 14), other than those which occur in the normal course of business, ~~(see~~except ~~Note~~as ~~5 and 6)~~follows.

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 has 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.

1311. Accumulated Other Comprehensive Loss

The following table shows the components of accumulated other comprehensive loss (“OCI”), net of tax, ~~for~~as ~~the~~of the periods ended (in thousands):

April 30, 2016

January 30, 2016

May 2, 2015

October 29, 2016

July 30, 2016

October 31, 2015

Foreign currency translation

(78,~~765~~377)

)

(98,~~236~~003)

)

(67,~~154~~803)

)

Accumulated changes in fair value of derivative financial instruments, net of tax

~~(956~~1,673

)

~~(1,586~~579

)

(32,~~927~~615)

)

Total accumulated other comprehensive loss

(86,~~721~~704)

)

(107,~~822~~424)

)

(10,~~081~~418)

)

Changes in the accumulated OCI balance by component were as follows as of and for the periods ended (in thousands):

	13 Weeks Ended April 30, 2016
	13 Weeks Ended October 29, 2016
	Derivatives			ForeignCurrency			Total AccumulatedComprehensive (Loss)Income IncludingNoncontrolling Interest
							Total Accumulated
Beginning balance	$	(1,586	)	$	(9,236	)	$	(10,822	)
	Foreign						Comprehensive (Loss)
Other comprehensive (loss) income recognized before reclassifications		(491	)		1,635			1,144
	Currency			Derivatives			Income
Amounts reclassified from accumulated other comprehensive loss to earnings		1,121			—			1,121
Beginning balance	$	(8,003)		$	579		$	(7,424)
Tax expense		—			—			—
Other comprehensive (loss) income recognized before reclassifications		(374)			114			(260)
Net current-period other comprehensive income		630			1,635			2,265
Amounts reclassified from accumulated other comprehensive loss to earnings		-			1,596			1,596
Other comprehensive income attributable to noncontrolling interest		—			(164	)		(164	)
Tax expense		-			(616)			(616)
Ending balance	$	(956	)	$	(7,765	)	$	(8,721	)
Net current-period other comprehensive (loss) income		(374)			1,094			720
Ending balance	$	(8,377)		$	1,673		$	(6,704)

	Year Ended January 30, 2016
	Derivatives			ForeignCurrency			Total AccumulatedComprehensive (Loss)Income IncludingNoncontrolling Interest
Beginning balance	$	(4,188	)	$	(7,043	)	$	(11,231	)
Other comprehensive loss recognized before reclassifications		(17	)		(2,817	)		(2,834	)
Amounts reclassified from accumulated other comprehensive loss to earnings		3,570			—			3,570
Tax expense		(951	)		—			(951	)
Net current-period other comprehensive income (loss)		2,602			(2,817	)		(215	)
Other comprehensive loss attributable to noncontrolling interest		—			624			624
Ending balance	$	(1,586	)	$	(9,236	)	$	(10,822	)

	13 Weeks Ended May 2, 2015
	26 Weeks Ended July 30, 2016
	Derivatives			ForeignCurrency			Total AccumulatedComprehensive (Loss)Income IncludingNoncontrolling Interest
							Total Accumulated
Beginning balance	$	(4,188	)	$	(7,043	)	$	(11,231	)
	Foreign						Comprehensive (Loss)
Other comprehensive (loss) income recognized before reclassifications		(154	)		956			802
	Currency			Derivatives			Income
Amounts reclassified from accumulated other comprehensive loss to earnings		613			—			613
Beginning balance	$	(9,236)		$	(1,586)		$	(10,822)
Tax expense		(198	)		—			(198	)
Other comprehensive income (loss) recognized before reclassifications		1,233			(525)			708
Net current-period other comprehensive income		261			956			1,217
Amounts reclassified from accumulated other comprehensive loss to earnings		-			2,690			2,690
Other comprehensive income attributable to noncontrolling interest		—			(67	)		(67	)
Tax expense		-			-			-
Ending balance	$	(3,927	)	$	(6,154	)	$	(10,081	)
Net current-period other comprehensive income		1,233			2,165			3,398
Ending balance	$	(8,003)		$	579		$	(7,424)
	13 Weeks Ended October 31, 2015
							Total Accumulated
							Comprehensive (Loss)
	Foreign						Income Including
	Currency			Derivatives			Noncontrolling Interest
Beginning balance	$	(7,758)		$	(3,225)		$	(10,983)
Other comprehensive loss recognized before reclassifications		(242)			(23)			(265)
Amounts reclassified from accumulated other comprehensive loss to earnings		-			992			992
Tax expense		-			(359)			(359)
Net current-period other comprehensive (loss) income		(242)			610			368
Other comprehensive loss attributable to noncontrolling interest		197			-			197
Ending balance	$	(7,803)		$	(2,615)		$	(10,418)

1412. Related ~~Dividends~~Party Transactions

~~During~~We ~~the~~incurred 13approximately ~~weeks~~$0.8 ~~ended~~million ~~April~~and ~~30,~~$0.5 ~~2016,~~million ~~Gymboree~~in ~~Tianjin~~management ~~declared~~fees ~~cash~~and ~~dividends~~reimbursement toof ~~its~~out-of-pocket ~~unconsolidated~~expenses to Bain ~~direct~~Capital ~~parent~~Private Equity, ~~Gymboree~~LP ~~Hong~~(“Bain ~~Kong~~Capital”) ~~Limited,~~during ~~totaling~~the ~~$5.1~~13 ~~million.~~weeks ended October ~~Gymboree~~29, ~~Tianjin~~2016 ~~paid~~and $0October 31, 2015, respectively.5 ~~million~~As of ~~the~~October 29, ~~total~~2016, July 30, ~~amount~~2016 ~~declared~~and inOctober 31, ~~April~~2015, ~~2016~~we ~~and~~had ~~recognized~~a payable balance of $41.67 million, ~~dividends~~$1.6 ~~payable~~million asand of$1.4 ~~April 30~~million, ~~2016~~respectively, ~~which~~to isBain ~~included~~Capital. inManagement ~~accrued~~fees ~~and other~~payable ~~current~~to ~~liabilities~~Bain inCapital ~~the~~as ~~accompanying~~of ~~condensed~~October 29, ~~consolidated~~2016 ~~balance~~and ~~sheets~~July 30, 2016 include approximately $1.3 ~~The~~million ~~dividend~~fees ~~was~~arising ~~subsequently~~from ~~paid~~the insale ~~May~~of Gymboree Play & Music on July 15, 2016 (see Note 3).

15We incurred approximately $0.3 ~~Related~~million ~~Party~~and ~~Transactions~~$0.4 million in expenses related to services purchased from LogicSource, a company owned by funds associated with Bain Capital, during the 13 weeks ended October 29, 2016 and October 31, 2015, respectively. As of October 29, 2016 and October 31, 2015, we had a payable balance of $0.1 million and $0.2 million, respectively, to LogicSource. We had no payable to LogicSource as of July 30, 2016.

~~Related~~As ~~Party~~of ~~Transactions~~October 29, ~~–Excluding~~2016, July 30, ~~VIEs~~2016 and October 31, 2015, we had a receivable balance of $0.4 million, $0.4 million and $0.3 million, respectively, from our indirect parent, Giraffe Holding, Inc., which relates primarily to income taxes and withholding taxes.

We incurred approximately $0.8 million and $0.9 million in management fees and reimbursement of out-of-pocket expenses from Bain Capital Private Equity, LP (formerly Bain Capital Partners LLC) (“Bain Capital”) during the 13 ~~weeks ended April 30, 2016 and May 2, 2015, respectively~~. Segment AsInformation ~~of April 30, 2016, January 30, 2016 and May 2, 2015, we had a payable balance of $1.0 million, $0.2 million and $1.1 million, respectively, to Bain Capital.~~

WeAs ~~incurred~~of ~~approximately~~October 29, ~~$0.5~~2016, ~~million and~~our ~~$0.6~~reportable ~~million~~segments ininclude ~~expenses~~(1) retail ~~related~~stores to(including ~~services~~online ~~purchased~~stores) ~~from~~and (2) International ~~LogicSource~~Retail Franchise (“Retail Franchise”). On July 15, a2016, ~~company~~the ~~owned~~Company bysold ~~funds~~its ~~associated~~Gymboree ~~with~~Play & ~~Bain~~Music ~~Capital,~~segment ~~during~~and ~~the~~Gymboree 13Investment ~~weeks~~Holdings ~~ended~~L.P. ~~April~~sold ~~30,~~Gymboree ~~2016~~Tianjin and ~~May~~Gymboree 2China, ~~2015,~~which ~~respectively~~were previously included under “VIEs” in our segment disclosure. AsThe results of ~~April~~Gymboree ~~30,~~Play & ~~2016,~~Music ~~January~~and ~~30,~~Gymboree ~~2016~~Tianjin ~~and May~~are 2presented as discontinued operations during the 13 weeks ended October 31, 2015, wewhile ~~had~~Gymboree aChina was ~~payable~~deconsolidated ~~balance~~as of ~~$0.1~~July 15, ~~million~~2016, tothe ~~LogicSource~~date of sale (see Note 3).

AsOur ofreportable ~~April~~segments ~~30,~~were ~~2016~~identified based on how our business is managed and ~~May~~evaluated 2,by ~~2015~~our chief operating decision maker, wewho ~~had~~is ~~a receivable~~the ~~balance~~Chief ofExecutive $0Officer.4 ~~million~~The ~~and~~retail ~~$0.2~~stores ~~million,~~segment ~~respectively~~includes four operating segments (brands), ~~from~~which ~~our~~sell ~~indirect~~high-quality ~~parent~~apparel for children: Gymboree Retail (including an online store), ~~Giraffe~~Gymboree ~~Holding~~Outlet, ~~Inc.~~Janie and Jack (including an online store), ~~related~~and ~~mainly~~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 ~~taxes~~have similar economic characteristics and similar long-term financial performance in the future. Gross profit is the principal measure we consider in

~~Related Party~~18 ~~Transactions –VIEs~~

In September 2015, Gymboree Tianjin entered into an unsecured entrusted loan agreement with Lionbridge Financing Leasing (China) Co., Ltd. (“Lionbridge”), an indirect majority-owned company of Bain Capital Lionbridge Cayman Ltd., and Shanghai Pudong Development Bank (“SPD Bank”) for $1.7 million, whereby Lionbridge was the borrower and SPD Bank was the trustee. The loan had an interest of 10% per annum. The principal amount and interest were received when the agreement matured in the first quarter of fiscal 2016. The loan receivable balance was included in accounts receivable on the condensed consolidated balance sheet as of January 30, 2016.

During 2015, Gymboree Tianjin sold $0.2 million of equipment to Lionbridge who subsequently leased the equipment to Gymboree Tianjin’s Play & Music franchisees. As a result of these transactions, Gymboree Tianjin had a $0.2 million receivable due from Lionbridge as of year-end which is included in the consolidated balance sheet as of January 30, 2016. The receivable was collected during the first quarter of fiscal 2016 and there are no amounts due as of April 30, 2016.

Our VIEs incurred $0.1 million in management fees from Bain Capital Advisors (China) Ltd. for each of the 13 weeks ended April 30, 2016 and May 2, 2015 and had a payable of $0.2 million payable as of May 2, 2015.

As of April 30, 2016, January 30, 2016 and May 2, 2015, our VIEs had a balance of $1.1 million payable to their indirect parent, Gymboree Investment Holding GP, Ltd., related to funds used to pay operating costs of the VIEs.

As determining ofwhether ~~April~~the ~~30,~~economic ~~2016,~~characteristics ~~January~~are ~~30,~~similar. ~~2016~~In ~~and May 2~~addition, ~~2015,~~each ~~our~~retail ~~VIEs~~store ~~had~~segment ahas ~~payable balance~~similar ofproducts, ~~$0.4~~production ~~million~~processes ~~due~~and totype ~~Gymboree~~and ~~Hong~~class ~~Kong Limited, the unconsolidated direct parent~~ of ~~the~~customer. ~~VIEs,~~Corporate overhead (costs related to ~~funds~~our ~~used~~distribution tocenters ~~pay~~and ~~operating~~shared ~~costs~~corporate ofservices) ~~the VIEs. The Company~~ is ~~part~~included ofin athe ~~related~~retail ~~party~~stores ~~group that controls Gymboree Hong Kong Limited~~segment.

~~16.~~Net sales ~~Segment~~and ~~Information~~gross profit of each reportable segment were as follows for the periods ended (in thousands):

We have four reportable segments: retail stores (including online stores), Gymboree Play & Music, International Retail Franchise (“Retail Franchise”), and one reportable segment related to the activities of our consolidated VIEs. These 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.


	13 Weeks Ended October 29, 2016
	Retail		International Retail		Intersegment
	Stores		Franchise		Elimination		Total
Net sales	$	276,310	$	3,517	$	-	$	279,827
Gross Profit	$	105,320	$	1,685	$	-	$	107,005

	13 Weeks Ended October 31, 2015
	Retail		International Retail				Intersegment
	Stores		Franchise		VIE		Elimination		Total
Net sales	$	287,848	$	6,029	$	1,805	$	(162)	$	295,520
Gross Profit	$	111,605	$	3,189	$	275	$	(162)	$	114,907

~~Below~~Net isretail asales ~~summary~~ of ~~net~~the ~~sales~~retail ~~and~~stores ~~gross~~segment ~~profit~~by ofbrand ~~each~~and ~~reportable~~VIE ~~segment~~(Gymboree China) were as follows for the periods ended (in thousands):

	13 Weeks Ended April 30, 2016
							Total
	RetailStores		GymboreePlay & Music		International RetailFranchise		VIEs		IntersegmentElimination			Total
	Gymboree (1)		Janie and Jack		Crazy 8		Before VIE		VIE			Total
Net sales	$	269,069	$	4,518	$	3,844	$	10,347	$	(2,737	)	$	285,041
13 weeks ended October 29, 2016	$	176,471	$	35,018	$	64,821	$	276,310	$	-		$	276,310
Gross Profit	$	107,561	$	3,064	$	2,232	$	5,324	$	(1,725	)	$	116,456
13 weeks ended October 31, 2015	$	186,423	$	33,600	$	67,825	$	287,848	$	1,805		$	289,653

	13 Weeks Ended May 2, 2015
	RetailStores		GymboreePlay & Music		International RetailFranchise		VIEs		IntersegmentElimination			Total
Net sales	$	259,924	$	4,357	$	5,857	$	8,611	$	(2,680	)	$	276,069
Gross Profit	$	94,575	$	2,774	$	3,227	$	6,384	$	(1,603	)	$	105,357

Net retail sales of the retail stores segment by brand and the VIE were as follows for the periods ended (in thousands):

	Gymboree (1)		Janie and Jack		Crazy 8		TotalBefore 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

⁽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 each reportable segment were as follows for the periods ended (in thousands):

	Intersegment Revenues
	RetailStores		GymboreePlay & Music		International RetailFranchise		VIEs		Total
	Retail		International Retail
13 weeks ended April 30, 2016	$	—	$	2,564	$	173	$	—	$	2,737
	Stores		Franchise		VIE		Total
13 weeks ended May 2, 2015	$	—	$	2,512	$	168	$	—	$	2,680
13 weeks ended October 29, 2016	$	-	$	-	$	-	$	-
13 weeks ended October 31, 2015	$	-	$	162	$	-	$	162

Below is a summary of total assets of each reportable segment as of the periods ended (in thousands):

	Total Assets
	RetailStores		GymboreePlay & Music		International RetailFranchise		VIEs		IntersegmentElimination			Total
	Retail		International Retail				Intersegment		Discontinued
April 30, 2016	$	1,051,758	$	60,236	$	26,867	$	26,294	$	(2,555	)	$	1,162,600
	Stores		Franchise		VIE		Elimination		Operations			Total
January 30, 2016	$	1,027,622	$	59,701	$	28,791	$	25,795	$	(1,433	)	$	1,140,476
October 29, 2016	$	1,167,556	$	25,566	$	-	$	-	$	-		$	1,193,122
May 2, 2015	$	1,074,311	$	59,916	$	30,024	$	22,865	$	(2,134	)	$	1,184,982
July 30, 2016	$	1,151,745	$	26,767	$	-	$	-	$	-		$	1,178,512
October 31, 2015	$	1,111,219	$	27,710	$	8,608	$	(876)	$	75,958		$	1,222,619

We attribute retail store revenues to individual countries based on the selling location. ~~Gymboree~~ ~~Play & Music~~ All sales ~~and~~for ~~Gymboree~~ International Retail Franchise ~~sales~~ are attributable to the U.S. geographic segment. VIE sales are attributable to the international geographic segment.

Net sales of our two geographical areas, United States and International, were as follows for the periods ended (in thousands):

	13 Weeks EndedApril 30, 2016		13 Weeks EndedMay 2, 2015
	13 Weeks Ended
United States	$	265,711	$	258,582
	October 29, 2016		October 31, 2015
International		19,330		17,487
United States	$	267,372	$	281,377
Total	$	285,041	$	276,069
International		12,455		14,143
Total	$	279,827	$	295,520

~~Property~~19 ~~and equipment, net, of our two geographical areas were as follows as of the periods ended (in thousands):~~

	April 30, 2016		January 30, 2016		May 2, 2015
United States	$	142,740	$	150,037	$	166,121
International		8,200		8,441		10,279
Total	$	150,940	$	158,478	$	176,400

17. Variable Interest Entities

Gymboree retail stores are operated in China by Gymboree China, while Gymboree Tianjin is Gymboree Play & Music’s master franchisee in China. Gymboree China, Gymboree Tianjin and the Company are indirectly controlled by Gymboree Holding, Ltd. and investment funds sponsored by Bain Capital. Gymboree China and Gymboree Tianjin have been determined to be variable interest entities, and we (as well as our 100%-owned subsidiaries) are a member of a related party group that controls the VIEs and absorbs the economics of the VIEs. Based on our relationship with the VIEs, we determined we are most closely associated with the VIEs, and therefore, consolidate them as the primary beneficiary. However, as we have a 0% ownership interest in the VIEs, 100% of the results of operations of the VIEs are recorded as noncontrolling interest. The assets of the VIEs can only be used by the VIEs. The liabilities of the VIEs are comprised mainly of short-term accrued expenses, and their creditors have no recourse to our general credit or assets.

~~The~~Property ~~following~~and ~~tables~~equipment, ~~reflect~~net, ~~the impact~~ of ~~the~~our ~~VIEs~~two ongeographical ~~the~~areas ~~condensed consolidated~~were ~~statements~~as offollows ~~operations~~as ~~for~~ of the 13periods ~~weeks~~ ended ~~April 30, 2016 and May 2, 2015 and the condensed consolidated balance sheets as of April 30, 2016, January 30, 2016 and May 2, 2015~~ (in thousands):


	October 29, 2016		July 30, 2016		October 31, 2015
United States	$	134,142	$	138,384	$	156,731
International		5,174		5,367		6,963

Total	$	139,316	$	143,751	$	163,694

14. 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 6). 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 subsidiaries. The VIE financial results are included in those of the non-guarantor subsidiaries. Intercompany transactions are eliminated.

THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THE 13 WEEKS ENDED OCTOBER 29, 2016

(In thousands)

	13 Weeks Ended April 30, 2016
	The Gymboree			Guarantor			Non-guarantor
	Balance BeforeConsolidationof VIEs			VIEs			Eliminations			AsReported
	Corporation			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	277,431		$	10,347		$	(2,737	)	$	285,041
Net sales:
Cost of goods sold, including buying and occupancy expenses		(164,574	)		(5,023	)		1,012			(168,585	)
Retail	$	699		$	269,885		$	12,965		$	(7,239)		$	276,310
Selling, general and administrative expenses		(109,145	)		(6,546	)		1,659			(114,032	)
Retail Franchise		-			3,517			-			-			3,517
Operating income (loss)		3,712			(1,222	)		(66	)		2,424
Intercompany revenue		16,368			7,354			135			(23,857)			-
Other non operating income (expense)		28,880			334			—			29,214
Total net sales		17,067			280,756			13,100			(31,096)			279,827
Income (loss) before income taxes		32,592			(888	)		(66	)		31,638
Cost of goods sold, including buying and occupancy expenses		(1,687)			(169,318)			(9,027)			7,210			(172,822)
Income tax benefit (expense)		320			(1,017	)		—			(697	)
Gross profit		15,380			111,438			4,073			(23,886)			107,005
Net income (loss)		32,912			(1,905	)		(66	)		30,941
Selling, general and administrative expenses		(23,152)			(102,123)			(3,751)			23,872			(105,154)
Net loss attributable to noncontrolling interest		—			1,905			—			1,905
Operating (loss) income		(7,772)			9,315			322			(14)			1,851
Net income attributable to The Gymboree Corporation	$	32,912		$	—		$	(66	)	$	32,846
Interest expense		(19,490)			(416)			(26)			-			(19,932)
Other income, net		81			45			9			-			135
(Loss) income before income taxes		(27,181)			8,944			305			(14)			(17,946)
Income tax benefit (expense)		11,027			(3,614)			(359)			-			7,054
Equity in earnings of affiliates, net of tax		5,262			-			-			(5,262)			-
Net (loss) income	$	(10,892)		$	5,330		$	(54)		$	(5,276)		$	(10,892)

	13 Weeks Ended May 2, 2015
	Balance BeforeConsolidationof VIEs			VIEs			Eliminations			AsReported
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	)
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	)

THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATING BALANCE SHEETS

(In thousands)

	April 30, 2016
	Balance BeforeConsolidationof VIEs			VIEs		Eliminations			AsReported
Cash and cash equivalents	$	49,637		$	12,531	$	—		$	62,168
Other current assets		220,553			9,808		(2,555	)		227,806
Total 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 BeforeConsolidationof VIEs			VIEs		Eliminations			AsReported
Cash and cash equivalents	$	8,541		$	9,623	$	—		$	18,164
Other current assets		232,502			11,222		(1,433	)		242,291
Total 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 BeforeConsolidationof VIEs			VIEs		Eliminations			AsReported
Cash and cash equivalents	$	12,513		$	9,850	$	—		$	22,363
Other current assets		257,220			7,920		(2,134	)		263,006
Total 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

18. 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 6). 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 subsidiaries. The VIEs financial results are included in those of the non-guarantor subsidiaries. Intercompany transactions are eliminated.

THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THE 13 WEEKS ENDED ~~APRIL~~OCTOBER 3031, ~~2016~~2015

(In thousands)

	The GymboreeCorporation			GuarantorSubsidiaries			Non-guarantorSubsidiaries			Eliminations			Consolidated
	The Gymboree			Guarantor			Non-guarantor
	Corporation			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales:
Retail	$	~~696~~375		$	~~264~~283,~~815~~017		$	1114,~~813~~723		$	(68,~~048~~462)	)	$	~~271~~289,~~276~~653
Gymboree Play & Music		—			1,954			8,140			—			10,094
Retail Franchise		-			5,867			-			-			5,867
Retail Franchise		—			3,671			—			—			3,671
Intercompany revenue		16,238			7,529			559			(24,326)			-
Intercompany revenue		13,919			8,365			1,011			(23,295	)		—
Total net sales		16,613			296,413			15,282			(32,788)			295,520
Total net sales		14,615			278,805			20,964			(29,343	)		285,041
Cost of goods sold, including buying and occupancy expenses		(2,156)			(175,953)			(10,868)			8,364			(180,613)
Cost of goods sold, including buying and occupancy expenses		(1,765	)		(161,700	)		(12,086	)		6,966			(168,585	)
Gross profit		14,457			120,460			4,414			(24,424)			114,907
Gross profit		12,850			117,105			8,878			(22,377	)		116,456
Selling, general and administrative expenses		(22,809)			(101,017)			(5,572)			24,371			(105,027)
Selling, general and administrative expenses		(21,331	)		(105,089	)		(9,845	)		22,233			(114,032	)
Operating (loss) income		(8,352)			19,443			(1,158)			(53)			9,880
Operating (loss) income		(8,481	)		12,016			(967	)		(144	)		2,424
Interest expense		(21,417)			(489)			-			-			(21,906)
Interest income		—			1			104			—			105
Other (expense) income, net		(185)			(1)			37			-			(149)
Interest expense		(19,389	)		(418	)		—			—			(19,807	)
(Loss) income from continuing operations before taxes		(29,954)			18,953			(1,121)			(53)			(12,175)
Gain on extinguishment of debt		48,804			—			—			—			48,804
Income tax benefit (expense)		7,208			(8,017)			(26)			-			(835)
Other income (expense), net		73			(193	)		232			—			112
Equity in earnings of affiliates, net of tax		12,004			-			-			(12,004)			-
Income (loss) before income taxes		21,007			11,406			(631	)		(144	)		31,638
(Loss) income from continuing operations, net of tax		(10,742)			10,936			(1,147)			(12,057)			(13,010)
Income tax benefit (expense)		8,369			(7,971	)		(1,095	)		—			(697	)
Income from discontinued operations, net of tax		714			811			1,833			-			3,358
Equity in earnings of affiliates, net of tax		3,470			—			—			(3,470	)		—
Net (loss) income		(10,028)			11,747			686			(12,057)			(9,652)
Net income (loss)		32,846			3,435			(1,726	)		(3,614	)		30,941
Net income attributable to noncontrolling interest		-			-			(376)			-			(376)
Net loss attributable to noncontrolling interest		—			—			1,905			—			1,905
Net (loss) income attributable to The Gymboree Corporation	$	(10,028)		$	11,747		$	310		$	(12,057)		$	(10,028)
Net income attributable to The Gymboree Corporation	$	32,846		$	3,435		$	179		$	(3,614	)	$	32,846

THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATING STATEMENTS OF ~~OPERATIONS~~COMPREHENSIVE INCOME (LOSS)

FOR THE 13 WEEKS ENDED ~~MAY~~OCTOBER 229, ~~2015~~2016

(In thousands)

	The GymboreeCorporation			GuarantorSubsidiaries			Non-guarantorSubsidiaries			Eliminations			Consolidated
	The Gymboree			Guarantor			Non-guarantor
Net sales:
	Corporation			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Retail	$	405		$	256,083		$	11,220		$	(5,976	)	$	261,732
Net (loss) income	$	(10,892)		$	5,330		$	(54)		$	(5,276)		$	(10,892)
Gymboree Play & Music		—			1,845			6,803			—			8,648
Other comprehensive income (loss):
Retail Franchise		—			5,689			—			—			5,689
Foreign currency translation adjustments, net of tax		(374)			-			(368)			368			(374)
Intercompany revenue		15,325			2,981			—			(18,306	)		—
Unrealized net gain on cash flow hedges, net of tax		1,094			-			341			(341)			1,094
Total net sales		15,730			266,598			18,023			(24,282	)		276,069
Total other comprehensive income (loss), net of tax		720			-			(27)			27			720
Cost of goods sold, including buying and occupancy expenses		(2,157	)		(165,573	)		(9,935	)		6,953			(170,712	)
Comprehensive (loss) income	$	(10,172)		$	5,330		$	(81)		$	(5,249)		$	(10,172)
Gross profit		13,573			101,025			8,088			(17,329	)		105,357
Selling, general and administrative expenses		(15,535	)		(97,266	)		(9,003	)		17,094			(104,710	)
Operating (loss) income		(1,962	)		3,759			(915	)		(235	)		647
Interest income		—			3			16			—			19
Interest expense		(21,000	)		(76	)		—			—			(21,076	)
Other expense, net		(8	)		(76	)		(26	)		—			(110	)
(Loss) income before income taxes		(22,970	)		3,610			(925	)		(235	)		(20,520	)
Income tax benefit (expense)		4,754			(5,745	)		(969	)		—			(1,960	)
Equity in earnings of affiliates, net of tax		(4,809	)		—			—			4,809			—
Net loss		(23,025	)		(2,135	)		(1,894	)		4,574			(22,480	)
Net loss attributable to noncontrolling interest		—			—			(545	)		—			(545	)
Net loss attributable to The Gymboree Corporation	$	(23,025	)	$	(2,135	)	$	(2,439	)	$	4,574		$	(23,025	)

2521

THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE 13 WEEKS ENDED ~~APRIL~~OCTOBER 3031, ~~2016~~2015

(In thousands)

	The GymboreeCorporation		GuarantorSubsidiaries		Non-guarantorSubsidiaries			Eliminations			Consolidated
	The Gymboree		Guarantor		Non-guarantor
Net income (loss)	$	32,846	$	3,435	$	(1,726	)	$	(3,614	)	$	30,941
	Corporation		Subsidiaries		Subsidiaries			Eliminations			Consolidated
Other comprehensive income (loss), net of tax:
Net (loss) income	$	(10,028)	$	11,747	$	686		$	(12,057)		$	(9,652)
Foreign currency translation adjustments		1,471		—		1,636			(1,472	)		1,635
Other comprehensive income (loss):
Unrealized net gain (loss) on cash flow hedges, net of tax		630		—		(552	)		552			630
Foreign currency translation adjustments, net of tax		(44)		-		(232)			34			(242)
Total other comprehensive income, net of tax		2,101		—		1,084			(920	)		2,265
Unrealized net gain (loss) on cash flow hedges, net of tax		609		-		(72)			73			610
Comprehensive income (loss)		34,947		3,435		(642	)		(4,534	)		33,206
Total other comprehensive income (loss), net of tax		565		-		(304)			107			368
Comprehensive loss attributable to noncontrolling interest		—				1,741			—			1,741
Comprehensive (loss) income		(9,463)		11,747		382			(11,950)			(9,284)
Comprehensive income attributable to The Gymboree Corporation	$	34,947	$	3,435	$	1,099		$	(4,534	)	$	34,947
Comprehensive income attributable to noncontrolling interest		-		-		(179)			-			(179)
Comprehensive (loss) income attributable to The Gymboree Corporation	$	(9,463)	$	11,747	$	203		$	(11,950)		$	(9,463)

THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE 13 WEEKS ENDED MAY 2, 2015

(In thousands)

	The GymboreeCorporation			GuarantorSubsidiaries			Non-guarantorSubsidiaries			Eliminations			Consolidated
Net loss	$	(23,025	)	$	(2,135	)	$	(1,894	)	$	4,574		$	(22,480	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		889			—			950			(883	)		956
Unrealized net gain (loss) on cash flow hedges, net of tax		261			—			(311	)		311			261
Total other comprehensive income, net of tax		1,150			—			639			(572	)		1,217
Comprehensive loss		(21,875	)		(2,135	)		(1,255	)		4,002			(21,263	)
Comprehensive income attributable to noncontrolling interest		—			—			(612	)		—			(612	)
Comprehensive loss attributable to The Gymboree Corporation	$	(21,875	)	$	(2,135	)	$	(1,867	)	$	4,002		$	(21,875	)

THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATING BALANCE SHEETS

(In thousands)

	April 30, 2016
	October 29, 2016
	The Gymboree			Guarantor		Non-guarantor
	Corporation			Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS	Corporation			Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	391,~~730~~007		$	54,~~328~~980	$	173,~~110~~733	$	—-		$	629,~~168~~720
Accounts receivable, net of allowance		1,784			15,590		3,459		—			20,833
Restricted cash		27,524			-		-		-			27,524
Merchandise inventories		—			190,386		8,978		(746	)		198,618
Accounts receivable, net of allowance		1,668			12,085		1,385		-			15,138
Prepaid income taxes		1,511			804		178		—			2,493
Merchandise inventories		-			259,150		4,414		(437)			263,127
Prepaid expenses		2,885			1,180		1,797		—			5,862
Prepaid income taxes		1,333			588		141		-			2,062
Intercompany receivable		2,017			695,837		—		(697,854	)		—
Prepaid expenses		3,859			1,915		10		-			5,784
Total current assets		47,927			909,125		31,522		(698,600	)		289,974
Intercompany receivable		890			664,599		-		(665,489)			-
Property and equipment, net		15,723			126,538		8,679		—			150,940
Total current assets		36,281			943,317		9,683		(665,926)			323,355
Goodwill		—			363,207		10,638		—			373,845
Property and equipment, net		14,409			119,302		5,605		-			139,316
Other intangible assets, net		—			340,470		40		—			340,510
Goodwill		-			346,818		9,963		-			356,781
Other assets		2,392			1,663		3,896		(620	)		7,331
Other intangible assets, net		-			299,579		24		-			299,603
Investment in subsidiaries		1,415,164			—		—		(1,415,164	)		—
Restricted cash		68,804			-		-		-			68,804
Total assets	$	1,481,206		$	1,741,003	$	54,775	$	(2,114,384	)	$	1,162,600
Other assets		1,706			1,191		2,662		(296)			5,263
Investment in subsidiaries		1,378,604			-		-		(1,378,604)			-
Total assets	$	1,499,804		$	1,710,207	$	27,937	$	(2,044,826)		$	1,193,122
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accounts payable	$	5,~~435~~466		$	87124,~~906~~922	$	~~821~~187	$	—-		$	94130,~~162~~575
Accrued and other current liabilities		2937,~~196~~171			7163,~~466~~940		201,~~936~~235		—-			~~121~~102,~~598~~346
Line of credit borrowings		4380,000			—-		—-		—-			4380,000
Current portion of long-term debt		27,~~500~~577			—-		—-		—-			27,~~500~~577
Current obligation under capital lease		—			—		—		—			—
Intercompany payable		660,884			-		5,042		(665,926)			-
Intercompany payable		691,292			—		7,308		(698,600	)		—
Total current liabilities		791,098			188,862		6,464		(665,926)			320,498
Total current liabilities		771,423			159,372		29,065		(698,600	)		261,260
Long-term liabilities:
Long-term debt, net of current portion		1,010,565			144		—		—			1,010,709
Long-term debt, net		970,154			-		-		-			970,154
Long-term sale-leaseback financing liability, net		—-			25,~~545~~467		—-		—-			25,~~545~~467
Long-term obligation under capital lease		—			—		—		—			—
Lease incentives and other liabilities		5,015			39,780		4,482		-			49,277
Lease incentives and other liabilities		2,908			43,298		4,498		—			50,704
Deferred income taxes		16,606			94,485		-		(296)			110,795
Deferred income taxes		9,343			114,844		—		(620	)		123,567
Total liabilities		1,782,873			348,594		10,946		(666,222)			1,476,191
Total liabilities		1,794,239			343,203		33,563		(699,220	)		1,471,785
Total stockholders’ (deficit) equity		(283,069)			1,361,613		16,991		(1,378,604)			(283,069)
Total stockholders’ (deficit) equity		(313,033	)		1,397,800		17,364		(1,415,164	)		(313,033	)
Total liabilities and stockholders’ (deficit) equity	$	1,499,804		$	1,710,207	$	27,937	$	(2,044,826)		$	1,193,122
Noncontrolling interest		—			—		3,848		—			3,848
Total liabilities and stockholders’ (deficit) equity	$	1,481,206		$	1,741,003	$	54,775	$	(2,114,384	)	$	1,162,600

2722

THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATING BALANCE SHEETS

(In thousands)

	January 30, 2016
	July 30, 2016
	The Gymboree			Guarantor		Non-guarantor
	Corporation			Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS	Corporation			Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	~~982~~4,952		$	34,~~001~~607	$	143,~~181~~077	$	—-		$	1812,~~164~~636
Accounts receivable, net of allowance		1,073			21,149		4,474		—			26,696
Restricted cash		33,505			-		-		-			33,505
Merchandise inventories		—			197,655		9,587		(600	)		206,642
Accounts receivable, net of allowance		1,486			10,009		795		-			12,290
Prepaid income taxes		1,511			516		169		—			2,196
Merchandise inventories		-			229,118		4,258		(417)			232,959
Prepaid expenses		3,359			2,800		598		—			6,757
Prepaid income taxes		1,332			578		136		-			2,046
Intercompany receivable		—			673,936		1,376		(675,312	)		—
Prepaid expenses		3,409			1,508		-		-			4,917
Total current assets		6,925			899,057		30,385		(675,912	)		260,455
Intercompany receivable		1,311			687,735		-		(689,046)			-
Property and equipment, net		13,518			136,020		8,940		—			158,478
Total current assets		45,995			933,555		8,266		(689,463)			298,353
Goodwill		—			363,207		9,530		—			372,737
Property and equipment, net		15,783			122,147		5,821		-			143,751
Other intangible assets, net		—			340,968		43		—			341,011
Goodwill		-			346,818		10,223		-			357,041
Other assets		2,899			1,200		4,107		(411	)		7,795
Other intangible assets, net		-			300,043		30		-			300,073
Investment in subsidiaries		1,410,631			—		—		(1,410,631	)		—
Restricted cash		73,566			-		-		-			73,566
Total assets	$	1,433,973		$	1,740,452	$	53,005	$	(2,086,954	)	$	1,140,476
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	$	108,~~065~~255		$	97126,~~665~~103	$	~~1,463~~140	$	—-		$	~~109~~134,~~193~~498
Accrued and other current liabilities		2750,~~941~~370			60,~~863~~121		131,~~450~~418		—-			~~102~~111,~~254~~909
Line of credit borrowings		1942,000			—-		—-		—-			1942,000
Current obligation under capital lease		—			605		—		—			605
Current portion of ABL term loan		5,527			-		-		-			5,527
Intercompany payable		~~668~~685,~~968~~536			—-		63,~~944~~927		(~~675~~689,~~912~~463)	)		—-
Total current liabilities		~~725~~791,~~974~~688			~~159~~186,~~133~~224		215,~~857~~485		(~~675~~689,~~912~~463)	)		~~231~~293,~~052~~934
Long-term liabilities:
Long-term debt, net		1970,~~040,506~~902			—-		—-		—-			1970,~~040,506~~902
Long-term sale-leaseback financing liability, net		—-			25,~~578~~508		—-		—-			25,~~578~~508
Long-term obligation under capital lease		—			2,245		—		—			2,245
Lease incentives and other liabilities		5,227			40,951		4,464		-			50,642
Lease incentives and other liabilities		4,455			46,117		4,167		—			54,739
Deferred income taxes		16,198			95,072		-		(471)			110,799
Deferred income taxes		11,640			113,015		—		(411	)		124,244
Total liabilities		1,784,015			347,755		9,949		(689,934)			1,451,785
Total liabilities		1,782,575			346,088		26,024		(676,323	)		1,478,364
Total stockholders’ (deficit) equity		(273,273)			1,356,282		17,073		(1,373,355)			(273,273)
Total stockholders’ (deficit) equity		(348,602	)		1,394,364		16,267		(1,410,631	)		(348,602	)
Total liabilities and stockholders’ (deficit) equity	$	1,510,742		$	1,704,037	$	27,022	$	(2,063,289)		$	1,178,512
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

2823

THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATING BALANCE SHEETS

(In thousands)

	May 2, 2015
	October 31, 2015
	The Gymboree			Guarantor		Non-guarantor
	Corporation			Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS	Corporation			Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1,~~564~~091		$	4,~~557~~119	$	1612,~~242~~050	$	—-		$	2217,~~363~~260
Accounts receivable, net of allowance		~~892~~493			2115,~~996~~614		~~2,627~~675		—-			2516,~~515~~782
Merchandise inventories		—-			~~201~~253,~~010~~689		8,~~642~~279		(~~744~~418)	)		~~208~~261,~~908~~550
Prepaid income taxes		1,~~860~~514			~~427~~821		~~472~~242		—-			2,~~759~~577
Prepaid expenses		23,~~468~~838			142,~~727~~250		~~1,366~~458		—-			186,~~561~~546
Deferred income taxes		—-			1514,~~992~~250		~~804~~160		(98,~~533~~469)	)		75,~~263~~941
Intercompany receivable		~~5,035~~-			596,~~966~~089		—1,051		(~~602~~597,~~001~~140)	)		—-
Total current assets		11,819			855,675		30,153		(612,278	)		285,369
Current assets of discontinued operations		-			41,955		14,730		(38,136)			18,549
Property and equipment, net		11,965			153,567		10,868		—			176,400
Total current assets		6,936			928,787		37,645		(644,163)			329,205
Goodwill		—			362,021		12,287		—			374,308
Property and equipment, net		13,408			142,801		7,485		-			163,694
Other intangible assets, net		—			342,662		154		—			342,816
Goodwill		-			346,818		10,201		-			357,019
Other assets		7,799			1,254		3,856		(6,820	)		6,089
Other intangible assets, net		-			304,102		44		-			304,146
Investment in subsidiaries		1,404,444			—		—		(1,404,444	)		—
Restricted cash		4,535			-		-		-			4,535
Total assets	$	1,436,027		$	1,715,179	$	57,318	$	(2,023,542	)	$	1,184,982
Other assets		3,261			1,196		3,400		(1,246)			6,611
Investment in subsidiaries		1,404,175			-		-		(1,404,175)			-
Other assets of discontinued operations		-			54,634		2,775		-			57,409
Total assets	$	1,432,315		$	1,778,338	$	61,550	$	(2,049,584)		$	1,222,619
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accounts payable	$	197,~~712~~097		$	84122,~~613~~470	$	1,~~101~~453	$	—-		$	~~105~~131,~~426~~020
Accrued and other current liabilities		3233,~~954~~102			6268,~~429~~592		113,~~163~~202		~~123~~210			~~106~~105,~~669~~106
Deferred income taxes		98,~~656~~679			—-		—-		(98,~~656~~679)	)		—-
Line of credit borrowings		4250,000			—-		—-		—-			4250,000
Current obligation under capital lease		—-			~~565~~591		—-		—-			~~565~~591
Intercompany payable		~~597~~628,~~708~~692			—-		5,~~037~~641		(~~602~~634,~~745~~333)	)		—-
Total current liabilities		702,030			147,607		17,301		(612,278	)		254,660
Current liabilities of discontinued operations		-			2,815		10,229		(1,361)			11,683
Total current liabilities		727,570			194,468		20,525		(644,163)			298,400
Long-term liabilities:
Long-term debt, net		1,~~092~~095,~~549~~760			—-		—-		—-			1,~~092~~095,~~549~~760
Long-term obligation under capital lease, net		—			2,704		—		—			2,704
Long-term sale-leaseback financing liability		-			25,610		-		-			25,610
Lease incentives and other liabilities		4,793			48,485		4,731		—			58,009
Long-term obligation under capital lease, net		-			2,402		-		-			2,402
Deferred income taxes		—			136,668		17		(6,820	)		129,865
Lease incentives and other liabilities		5,549			47,169		4,060		-			56,778
Total liabilities		1,799,372			335,464		22,049		(619,098	)		1,537,787
Deferred income taxes		1,775			128,833		21		(1,246)			129,383
Total stockholders’ (deficit) equity		(363,345	)		1,379,715		24,729		(1,404,444	)		(363,345	)
Other long-term liabilities of discontinued operations		-			438		315		-			753
Noncontrolling interest		—			—		10,540		—			10,540
Total liabilities		1,830,654			398,920		24,921		(645,409)			1,609,086
Total liabilities and stockholders’ (deficit) equity	$	1,436,027		$	1,715,179	$	57,318	$	(2,023,542	)	$	1,184,982
Total stockholders’ (deficit) equity		(398,339)			1,379,418		24,757		(1,404,175)			(398,339)
Noncontrolling interest		-			-		11,872		-			11,872
Total liabilities and stockholders’ (deficit) equity	$	1,432,315		$	1,778,338	$	61,550	$	(2,049,584)		$	1,222,619

2924

THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE 13 WEEKS ENDED ~~APRIL~~OCTOBER 3029, 2016

(In thousands)

	The Gymboree			Guarantor			Non-guarantor
	Corporation			Subsidiaries			Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities	$	(29,661	)	$	32,193		$	(280	)	$	—		$	2,252
Net cash used in operating activities	$	(31,652)		$	(13,563)		$	(311)		$	-		$	(45,526)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(~~1,633~~496)	)		(24,~~087~~882)	)		~~129~~(117)			—-			(35,~~591~~495)	)
Receipt of related party loan receivable		—			—			1,741			—			1,741
Decrease in restricted cash		10,743			-			-			-			10,743
Intercompany transfers		~~(2,017~~421	)		~~(27~~18,~~733~~872	)		~~1,376~~-			28(19,~~374~~293)			—-
Other		—			1			—			—			1
Net cash provided by (used in) investing activities		10,668			13,990			(117)			(19,293)			5,248
Net cash (used in) provided by investing activities		(3,650	)		(29,819	)		3,246			28,374			(1,849	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany transfers		28(20,~~061~~336)			—-			~~313~~1,043			~~(28~~19,~~374~~293	)		—-
Proceeds from ABL facility		~~152~~169,000			—-			—-			—-			~~152~~169,000
Payments on ABL facility		(~~128~~131,000)	)		—-			—-			—-			(~~128~~131,000)	)
Proceeds from ABL term loan		50,000			—			—			—			50,000
Payments on ABL term loan		(625)			-			-			-			(625)
Payments for deferred financing costs		(3,804	)		—			—			—			(3,804	)
Payments on capital lease and sale-leaseback financing liability		-			(54)			-			-			(54)
Repurchase of notes		(26,198	)		—			—			—			(26,198	)
Net cash provided by (used in) financing activities		17,039			(54)			1,043			19,293			37,321
Payments on capital lease and sale-leaseback financing liability		—			(47	)		—			—			(47	)
Effect of exchange rate fluctuations on cash and cash equivalents		-			-			41			-			41
Dividend payment by VIE to its parent		—			—			(512	)		—			(512	)
Net (decrease) increase in cash and cash equivalents		(3,945)			373			656			-			(2,916)
Net cash provided by (used in) financing activities		72,059			(47	)		(199	)		(28,374	)		43,439
Effect of exchange rate fluctuations on cash and cash equivalents		—			—			162			—			162
Net increase in cash and cash equivalents		38,748			2,327			2,929			—			44,004
CASH AND CASH EQUIVALENTS:
Beginning of Period		~~982~~4,952			34,~~001~~607			143,~~181~~077			—-			1812,~~164~~636
End of Period	$	391,~~730~~007		$	54,~~328~~980		$	173,~~110~~733		$	—-		$	629,~~168~~720

3025

THE GYMBOREE CORPORATION

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE 13 WEEKS ENDED ~~MAY~~OCTOBER 231, 2015

(In thousands)

	The Gymboree			Guarantor			Non-guarantor
	Corporation			Subsidiaries			Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash used in operating activities	$	(1,611	)	$	(784	)	$	(244	)	$	—		$	(2,639	)
Net cash (used in) provided by operating activities	$	(28,711)		$	54,028		$	311		$	-		$	25,628
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(~~291~~1,502)	)		(2,~~052~~957)	)		(~~797~~611)	)		—-			(35,~~140~~070)	)
Proceeds from sale of assets		—			—			353			—			353
Decrease in restricted cash		3,622			-			-			-			3,622
Intercompany transfers		(1,565	)		5,047			720			(4,202	)		—
Increase in related party loan receivable		-			-			(1,741)			-			(1,741)
Other		—			(3	)		11			—			8
Intercompany transfers		2,726			(50,614)			(978)			48,866			-
Net cash (used in) provided by investing activities		(1,856	)		2,992			287			(4,202	)		(2,779	)
Other		-			5			(12)			-			(7)
Net cash provided by (used in) investing activities		4,846			(53,566)			(3,342)			48,866			(3,196)
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany transfers		(544,~~658~~455	)		(~~720~~73)	)		24,~~176~~484			4(48,~~202~~866)			—-
Proceeds from ABL facility		~~130~~107,000			—-			—-			—-			~~130~~107,000
Payments on ABL facility		(~~121~~127,000)	)		—-			—-			—-			(~~121~~127,000)	)
Payments on capital lease		—			(133	)		—			—			(133	)
Payments for deferred financing costs		(1,679)			227			-			-			(1,452)
Net cash provided by (used in) financing activities		3,342			(853	)		2,176			4,202			8,867
Payments on capital lease and sale-leaseback financing liability		-			(185)			-			-			(185)
Effect of exchange rate fluctuations on cash and cash equivalents		—			—			394			—			394
Net cash provided by (used in) financing activities		22,776			(31)			4,484			(48,866)			(21,637)
Net (decrease) increase in cash and cash equivalents		(125	)		1,355			2,613			—			3,843
Effect of exchange rate fluctuations on cash and cash equivalents		-			-			(15)			-			(15)
Net (decrease) increase in cash and cash equivalents		(1,089)			431			1,438			-			780
CASH AND CASH EQUIVALENTS:
Beginning of Period		1,689			3,202			13,629			—			18,520
Cash and cash equivalent, beginning of period		2,180			3,649			17,668			-			23,497
End of Period	$	1,564		$	4,557		$	16,242		$	—		$	22,363
Cash and cash equivalent, end of period		1,091			4,080			19,106			-			24,277
Less - cash and cash equivalents of discontinued operations, end of period		-			(39)			7,056			-			7,017
Cash and cash equivalents of continuing operations, end of period	$	1,091		$	4,119		$	12,050		$	-		$	17,260

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 subsidiaries on a regular basis. These types of transactions have been accounted for as intercompany transfers within investing and financing activities.

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 subsidiaries on a cost plus basis. All intercompany transactions are presumed to be settled in cash and therefore are included in operating activities. Non-operating cash flow changes have been classified as investing and financing activities.

3126

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This quarterly report contains forward-looking statements. You can identify forward-looking statements because they contain words such as “believe,” “expect,” “may,” “will,” “should,” “could,” “seek,” “intend,” “plan,” “estimate,” or “anticipate” or similar expressions. All statements we make relating to: future sales, costs and expenses and gross profit percentages; the continuation of historical trends; ~~planned store openings and closings, including franchise partner store openings; estimated capital expenditures for fiscal 2016;~~ our ability to operate our business under our capital and operating structure; and the sufficiency of our cash balances and cash generated from operating and financing activities for future liquidity and capital resource needs are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we had expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results.

Important factors that could cause actual results to differ materially from our expectations (“cautionary statements”) are disclosed under “Item 1A, Risk Factors,” in this Form 10-Q and in our ~~Annual~~Transition Report on Form 10-K for the ~~fiscal~~26 ~~year~~ weeks ended ~~January~~ July 30, 2016, filed with the Securities and Exchange Commission on ~~April~~ October 28, 2016 (the “Fiscal ~~2015~~2016 ~~Annual~~Transition Report”). We encourage you to read these risk factor disclosures carefully. We caution investors not to place substantial reliance on the forward-looking statements contained in this quarterly report. These statements, like all statements in this quarterly report, speak only as of the date of this quarterly report (unless another date is indicated), and we undertake no obligation to update or revise the statements in light of future developments.

Overview

We are one of the largest children’s apparel specialty retailers in North America, offering collections of high-quality apparel and accessories. As of ~~April 30~~October 29, 2016, we operated a total of 1,~~303~~300 retail stores, as follows:

	United States		Canada		Puerto Rico		Total
Gymboree® stores		~~543~~541		4849		1		~~592~~591
Gymboree Outlet stores		~~174~~173		—-		1		~~175~~174
Janie and Jack® shops (including Janie and Jack outlets)		~~148~~149		—-		1		~~149~~150
Crazy 8® stores (including Crazy 8 outlets)		~~387~~385		—-		—-		~~387~~385
		1,252		48		3		1,303
		1,248		49		3		1,300

InAs ~~addition, as~~ of ~~April 30~~October 29, 2016, we also operated online stores at www.gymboree.com, www.janieandjack.com, and www.crazy8.com. Overseas franchisees ~~and Gymboree China~~ operated 6353 retail stores in the Middle East, South Korea and Latin America as follows as of October 29, 2016:

	OverseasFranchisees (1)		Gymboree China		Total
	Number of
Gymboree® stores		53		6		59
	Franchised Stores
Janie and Jack® shops		1		—		1
Gymboree® stores		48
Crazy 8® stores		3		—		3
Janie and Jack® shops		2
		57		6		63
Crazy 8® stores		3
		53

On July 15, 2016, we sold the Gymboree Play & Music business to Zeavion Holding Pte. Ltd. (1“Zeavion”). ~~Overseas~~Concurrent ~~franchisees~~with ~~operated~~the sale of Gymboree Play & Music, Gymboree Investment Holdings L.P. sold Gymboree (Tianjin) Educational Information Consultation Co. Ltd. (“Gymboree Tianjin”) and Gymboree (China) Commercial and Trading Co. Ltd. (“Gymboree China”), master franchisee of Gymboree Play & Music and operator of Gymboree retail stores in ~~the~~China, ~~Middle East~~respectively, ~~South~~to ~~Korea~~Zeavion. ~~and~~Gymboree ~~Latin~~China’s ~~America~~retail locations were closed prior to being sold to Zeavion.

InThe ~~the~~sale ~~first~~of ~~quarter~~Gymboree ofPlay & ~~2016,~~Music and Gymboree ~~China’s~~Tianjin ~~management made~~was ~~the~~determined ~~decision~~to represent a strategic shift to ~~close~~the 25Company’s ofbusiness, ~~its~~and ~~retail~~therefore, ~~locations.~~their ~~During~~financial ~~the~~results ~~first~~during ~~quarter~~the of13 ~~fiscal~~weeks ~~2016~~ended October 31, 212015 ~~retail~~are ~~locations~~presented ~~were~~as ~~closed~~discontinued ~~and~~operations 4(see ~~retail~~Note ~~locations~~3 ~~are~~to ~~targeted~~the tocondensed beconsolidated ~~closed~~financial statements included elsewhere in ~~the~~this ~~second~~quarterly ~~quarter~~report). Gymboree China was deconsolidated as of ~~fiscal~~July 15, 2016, the date of sale.

We27 ~~also offer directed parent-child developmental play programs under the Gymboree Play & Music brand at 732 franchised and Company-operated centers in the United States and 43 other countries.~~

First Quarter ~~2016~~2017 Highlights

Total net sales ~~increased~~decreased to $~~285~~279.08 million ~~for~~during the ~~first~~13 ~~quarter~~weeks ofended ~~fiscal~~October 29, 2016 from $~~276~~295.15 million induring the ~~first~~13 weeks ~~quarter~~ended ~~of fiscal~~October 31, 2015, ana ~~increase~~decrease of 35.23%, driven primarily by ana ~~increase~~decrease in retail sales of $913.64 million, ~~led~~primarily byattributable to our Gymboree brand, and ~~increased~~a indecrease ~~sales~~ in ~~the~~our ~~Gymboree~~retail ~~Play~~franchise &sales ~~Music business~~ of $12.54 million, ~~partially~~primarily ~~offset~~due byto alower sales ~~decrease~~to in our ~~retail~~ ~~franchise~~franchisee ~~sales~~in ofthe ~~$2.0~~Middle ~~million~~East region.

Comparable store sales (including online sales) ~~increased~~for 4the 13 weeks ended October 29, 2016 decreased 5% compared to the ~~first~~ ~~quarter~~13 ofweeks ~~fiscal~~ended October 31, 2015. ~~Below~~ A new store is included in the comparable store sales calculation after it has been opened for a full 14 fiscal months. A store that is relocated or expanded by more than 15% square feet is excluded from the comparable store sales calculation and becomes a comparable store after it has been opened for a full 14 fiscal months from the final relocation or the completion of the expansion. Below are the comparable store sales (including online sales) by brand for the ~~periods~~13 weeks ended October 29, 2016 and October 31, 2015:

	13 Weeks EndedApril 30, 2016	13 Weeks EndedMay 2, 2015
	13 Weeks Ended
Gymboree	6%	-2%
	October 29, 2016			October 31, 2015
Janie and Jack	5%	5%
Gymboree		-6	%		-6	%
Crazy 8	-2%	4%
Janie and Jack		4	%		4	%
Total comparable store sales (including online sales)	4%	0%
Crazy 8		-4	%		1	%
Total comparable store sales (including online sales)		-5	%		-3	%

Our ~~Adjusted~~loss ~~EBITDA~~from ~~increased~~continuing operations, net of tax, decreased to $2410.59 million ~~for~~during the 13 weeks ended ~~April 30~~October 29, 2016 from $1513.60 million induring the ~~same~~13 ~~prior~~weeks ~~year~~ended ~~period~~October 31, an2015. ~~increase~~Our ofAdjusted ~~$8.9~~EBITDA ~~million~~from orcontinuing ~~57.0%~~operations (see Adjusted Earnings Before Interest, ~~primarily~~Taxes, ~~due~~Depreciation and Amortization (“Adjusted EBITDA”) (Non-GAAP Measure) below) decreased to a$17.8 4%million ~~comparable~~during ~~store~~the ~~sales~~13 ~~increase~~weeks ~~and~~ended ~~gross~~October 29, ~~profit~~2016 ~~expansion~~from $26.5 ~~Our~~million ~~results~~during in the ~~first~~13 ~~quarter~~weeks ofended October 31, 2015, ~~were~~a ~~negatively~~decrease ~~impacted~~of by$8.7 ~~the~~million ~~west~~or ~~coast~~32.7%, primarily due to a 5% ~~port~~decrease ~~slowdown~~in comparable store sales.

The following table summarizes store openings and closures by brand and country during ~~for~~ the 13 weeks ended ~~April~~ 30October 29, 2016. Note that (i) all Crazy 8 stores are in the United States and (ii) retail stores operated by overseas franchisees ~~and the VIE-operated Gymboree retail stores in China~~ are excluded.

	Store Count as ofJanuary 30, 2016		StoreOpenings		StoreClosures			Store Count as ofApril 30, 2016
	Store Count as of		Store		Store			Store Count as of
Gymboree US		546		1		(4	)		543
	July 30, 2016		Openings		Closures			October 29, 2016
Gymboree Canada		48		—		—			48
Gymboree US		541		-		-			541
Gymboree Puerto Rico		1		—		—			1
Gymboree Canada		48		1		-			49
Total Gymboree		595		1		(4	)		592
Gymboree Puerto Rico		1		-		-			1
Gymboree Outlet		174		—		—			174
Total Gymboree		590		1		-			591
Gymboree Outlet Puerto Rico		1		—		—			1
Gymboree Outlet		174		-		(1)			173
Total Gymboree Outlet		175		—		—			175
Gymboree Outlet Puerto Rico		1		-		-			1
Janie and Jack (including Janie and Jack outlets)		148		—		—			148
Total Gymboree Outlet		175		-		(1)			174
Janie and Jack Puerto Rico		1		—		—			1
Janie and Jack (including Janie and Jack outlets)		148		1		-			149
Total Janie and Jack		149		—		—			149
Janie and Jack Puerto Rico		1		-		-			1
Crazy 8 (including Crazy 8 outlets)		387		—		—			387
Total Janie and Jack		149		1		-			150
Total		1,306		1		(4	)		1,303
Crazy 8 (including Crazy 8 outlets)		385		-		-			385
Total		1,299		2		(1)			1,300

We plan to open approximately 6 new stores in fiscal 2016 (which include 1 new store opened during the 13 weeks ended April 30, 2016) and close approximately 20 to 30 stores (which include 4 stores closed during the 13 weeks ended April 30, 2016), primarily in our Crazy 8 and Gymboree brands. We expect our international franchise partners to open approximately 1 to 5 franchise stores in fiscal 2016.

Seasonality

Our business is impacted by the timing of certain holidays and key retail shopping periods in the apparel and retail industries, which generally result in higher sales during the ~~second~~first half of the fiscal year and lower sales during the ~~first~~second half of the fiscal year. Consequently, the results for any fiscal quarter are not necessarily indicative of results for the full year.

3328

Results of Operations

13 weeks ended ~~April 30~~October 29, 2016 compared to 13 weeks ended ~~May 2~~October 31, 2015

Condensed consolidated statements of operations data as a percentage of total net sales during the 13 weeks ended ~~April 30,~~ October 29, 2016 and ~~May 2~~October 31, 2015 ~~were~~are aspresented ~~follows~~below (amounts in thousands):. The condensed consolidated statement of operations during the 13 weeks ended October 31, 2015 was revised to present the results of Gymboree Play & Music and Gymboree Tianjin as discontinued operations.

	13 Weeks Ended April 30, 2016						13 Weeks Ended May 2, 2015
	13 Weeks Ended
	Amount			% of TotalNet Sales			Amount			% of TotalNet Sales
	October 29, 2016						October 31, 2015
				% of Total						% of Total
	Amount			Net Sales			Amount			Net Sales
Net sales:
Retail	$	~~271,~~276,310			9598.27 %	%	$	~~261~~289,~~732~~653			9498.80 %	%
Gymboree Play & Music		10,094			3.5	%		8,648			3.1	%
Retail Franchise		3,517			1.3 %			5,867			2.0 %
Retail Franchise		3,671			1.3	%		5,689			2.1	%
Total net sales		279,827			100.0 %			295,520			100.0 %
Total net sales		285,041			100.0	%		276,069			100.0	%
Cost of goods sold, including buying and occupancy expenses		(172,822)			(61.8) %			(180,613)			(61.1) %
Cost of goods sold, including buying and occupancy expenses		(168,585	)		(59.1	)%		(170,712	)		(61.8	)%
Gross profit		107,005			38.2 %			114,907			38.9 %
Gross profit		116,456			40.9	%		105,357			38.2	%
Selling, general and administrative expenses		(105,154)			(37.6) %			(105,027)			(35.5) %
Selling, general and administrative expenses		(114,032	)		(40.0	)%		(104,710	)		(37.9	)%
Operating income		1,851			0.7 %			9,880			3.3 %
Operating income		2,424			0.9	%		647			0.2	%
Interest expense		(19,932)			(7.1) %			(21,906)			(7.4) %
Interest income		105			—			19			—
Other income (expense), net		135			-			(149)			(0.1) %
Interest expense		(19,807	)		(6.9	)%		(21,076	)		(7.6	)%
Loss from continuing operations before taxes		(17,946)			(6.4) %			(12,175)			(4.1) %
Gain on extinguishment of debt		48,804			17.1	%		—			—
Income tax benefit (expense)		7,054			2.5 %			(835)			(0.3) %
Other income (expense), net		112			—			(110	)		—
Loss from continuing operations, net of tax		(10,892)			(3.9) %			(13,010)			(4.4) %
Income (loss) before income taxes		31,638			11.1	%		(20,520	)		(7.4	)%
Income from discontinued operations, net of tax		-			-			3,358			1.1 %
Income tax expense		(697	)		(0.2	)%		(1,960	)		(0.7	)%
Net loss		(10,892)			(3.9) %			(9,652)			(3.3) %
Net income (loss)		30,941			10.9	%		(22,480	)		(8.1	)%
Net income attributable to noncontrolling interest		-			-			(376)			(0.1) %
Net loss (income) attributable to noncontrolling interest		1,905			0.7	%		(545	)		(0.2	)%
Net loss attributable to The Gymboree Corporation	$	(10,892)			(3.9) %		$	(10,028)			(3.4) %
Net income (loss) attributable to The Gymboree Corporation	$	32,846			11.5	%	$	(23,025	)		(8.3	)%

Net Sales

Total net sales ~~for~~during the ~~first~~13 ~~quarter~~weeks ofended ~~fiscal~~October 29, 2016 ~~increased~~decreased to $~~285~~279.08 million from $~~276~~295.15 million induring the ~~first~~13 weeks ~~quarter~~ended ~~of fiscal~~October 31, 2015, ana ~~increase~~decrease of $815.97 million or 35.23%.

Net retail sales ~~for~~during the ~~first~~13 ~~quarter~~weeks ofended October 29, ~~fiscal~~ 2016 ~~increased~~decreased to $~~271~~276.3 million from $~~261~~289.7 million induring the ~~first~~13 ~~quarter~~weeks ofended ~~fiscal~~October 31, 2015, ana ~~increase~~decrease of $913.64 million, or 34.6%, primarily due to ana ~~increase~~decrease in comparable store sales (including online sales) of 45% and net store closures. Comparable store sales (excluding online sales) ~~increased~~ decreased by 56% ~~for~~during the ~~first~~13 ~~quarter~~weeks ofended ~~fiscal~~October 29, 2016 compared to the ~~same~~13 ~~prior~~weeks ~~year~~ended ~~period~~October 31, 2015. The 45% ~~increase~~decrease in comparable store sales (including online sales) was ~~led~~primarily byattributable to our Gymboree brand followed by our ~~Janie~~Crazy ~~and~~8 ~~Jack~~ brand., ~~While~~offset ~~the first quarter of fiscal 2015 was negatively impacted~~ by ~~the~~an ~~west~~increase ~~coast~~in ~~port~~comparable ~~slowdown,~~stores ~~these~~ sales ~~were~~by ~~recovered~~our inJanie ~~the~~and ~~first~~Jack ~~quarter of 2016~~brand. We believe that the ~~improvement~~decrease in sales of our Gymboree and ~~Janie~~Crazy ~~and~~8 ~~Jack~~ brands ~~from~~was ~~the~~driven primarily ~~first~~by ~~quarter~~softer oftraffic ~~fiscal~~trends. ~~2015~~We tobelieve that the ~~first quarter~~increase in sales of ~~fiscal~~our ~~2016~~Janie and Jack brand was driven primarily by ~~improved~~stronger ~~product~~web ~~acceptance and better inventory management~~performance. Total net stores decreased to 1,~~303~~300 as of ~~April 30~~October 29, 2016 from 1,~~322~~315 as of ~~May 2~~October 31, 2015. Total square footage was approximately 2.7 million square feet as of ~~April 30~~October 29, 2016 and ~~May 2~~October 31, 2015.

~~Gymboree~~Retail ~~Play &~~franchise ~~Music~~ net sales ~~for~~during the ~~first~~13 ~~quarter~~weeks ~~of fiscal~~ended October 29, 2016 ~~increased~~decreased to $103.15 million from $85.69 million during in the ~~same~~13 ~~prior~~weeks ~~year~~ended ~~period~~October 31, an2015, ~~increase~~a decrease of $12.54 million or 1640.71%, primarily due to ~~growth~~lower insales ~~the~~to ~~number~~our ~~of Gymboree Tianjin~~ franchisee ~~sites~~in ~~to 267 as of~~ the ~~end~~Middle ofEast ~~the~~region. ~~first~~As ~~quarter~~ of ~~fiscal~~October 29, 2016, ~~from~~our ~~232~~overseas atfranchisees ~~the~~operated ~~same~~53 ~~prior~~stores ~~year~~compared ~~period,~~to ~~combined~~90 stores ~~with~~(including ~~stronger~~32 ~~performance~~in ofChina) ~~existing~~as ~~Gymboree~~of ~~Tianjin~~October 31, ~~sites~~2015.

Retail franchise net sales for the first quarter of fiscal 2016 decreased to $3.7 million from $5.7 million in the same prior year period, a decrease of $2.0 million or 35.5%, primarily due to lower sales to our franchisee in the Middle East region. As of the first quarter of fiscal 2016, our overseas franchisees operated 63 stores compared to 85 stores as of the end of the same period last year.

Gross Profit

Gross profit ~~for~~during the ~~first~~13 ~~quarter~~weeks ofended ~~fiscal~~October 29, 2016 ~~increased~~decreased to $~~116~~107.50 million from $~~105~~114.4 9 million induring the ~~same~~13 weeks ~~prior~~ended ~~year period~~October 31, 2015, primarily driven by ~~gross~~a ~~profit~~decrease ~~expansion.~~in ~~Gross~~comparable ~~profit~~store ~~for the first quarter of fiscal 2015 was negatively impacted by the west coast port slowdown~~sales. As a percentage of net sales, gross profit ~~for~~during the ~~first~~13 ~~quarter~~weeks ofended ~~fiscal~~October 29, 2016 ~~increased~~ decreased by ~~270~~70 basis points to 4038.92% from 38.29% induring the ~~same~~13 weeks ~~prior~~ended ~~year~~October 31, ~~period~~2015. The ~~270~~70 basis point ~~increase~~decrease was driven primarily by ~~lower~~higher cost of goods sold (“COGS”) as a percentage of sales due to the mix of ~~merchandise~~inventory ~~inventories~~ sold, ~~lower~~ combined with higher buying and occupancy costs as a percentage of sales. As we record certain distribution costs as a component of selling, general and administrative expenses (“SG&A”) and do not include such costs in COGS, our COGS and gross profit may not be comparable to those of other companies. Our distribution costs recorded in SG&A expenses represent primarily outbound shipping and handling expenses to our stores, and amounted to $10.8 million and $11.3 million during the 13 weeks ended October 29, 2016 and October 31, 2015, respectively.

3429

of sales. Gross profit for the first quarter of fiscal 2015 was lower due to the impact of the west coast port slowdown. As we record certain distribution costs as a component of selling, general and administrative expenses (“SG&A”) and do not include such costs in COGS, our COGS and gross profit may not be comparable to those of other companies. Our distribution costs recorded in SG&A expenses represent primarily outbound shipping and handling expenses to our stores, and amounted to $15.9 million and $10.4 million during the first quarter of fiscal 2016 and 2015, respectively. Distribution costs for the first quarter of fiscal 2016 increased primarily due to a $5.7 million net expense related to the termination of an operating service agreement with a third party fulfillment center.

Selling, General and Administrative Expenses

SG&A principally consists of non-occupancy store expenses, corporate overhead, and certain distribution expenses. SG&A increased to $~~114~~105.02 million ~~for~~during the ~~first~~13 ~~quarter~~weeks ofended ~~fiscal~~October 29, ~~2015~~2016 compared to $~~104~~105.70 million induring the ~~same~~13 ~~prior~~weeks ~~year~~ended ~~period~~October 31, 2015. As a percentage of net sales, SG&A expenses increased 210 basis points to 4037.06% for the ~~first~~13 weeks ~~quarter~~ended ofOctober 29, ~~fiscal~~ 2016 from 3735.95% induring the ~~same~~13 ~~prior~~weeks ~~year~~ended ~~period~~October 31, 2015 primarily due to a ~~$5.7~~deleveraging ~~million net expense related to the termination~~ of anexpenses ~~operating~~on ~~service~~lower ~~agreement with a third party fulfillment center (see Note 9 to the condensed consolidated financial statements included elsewhere in this quarterly report)~~sales, ~~$1.3~~partially ~~million~~offset ofby ~~exit~~lower ~~costs~~marketing ~~associated~~expenses ~~with~~as ~~the~~a ~~closure~~percentage of ~~retail locations in China, and incremental marketing expenses~~sales.

Interest Expense

Interest expense decreased to $19.89 million during the ~~first~~13 ~~quarter~~weeks ofended ~~fiscal~~October 29, 2016 compared to $21.19 million in for the ~~same prior~~13 ~~year~~weeks ~~period~~ended October 31, 2015. The net decrease of $12.30 million was primarily related to the decrease in our Notes due to repurchases during the first ~~quarter~~half of fiscal 2016 and the fourth quarter of fiscal 2015, offset by amortization of our interest rate caps and an increase in ABL borrowings.

Gain on Extinguishment of Debt

During the first quarter of fiscal 2016, we repurchased Notes (see Note 6 to the condensed consolidated financial statements included elsewhere in this quarterly report) with an aggregate principal amount of $77.0 million for $26.2 million in cash through privately negotiated transactions. We recorded a $48.8 million gain on extinguishment of debt, net of a $2.0 million charge related to the write-off of deferred financing costs associated with the extinguished debt. We did not repurchase any Notes in the same prior year period.

Income Taxes

The effective tax rate ~~for~~during the ~~first~~13 ~~quarter~~weeks ofended ~~fiscal~~October 29, 2016 and October 31, 2015 2015 was 239.23% (~~expense~~benefit) and ~~-9.~~ 6.9% (expense), respectively. The change in effective tax rate ~~was~~resulted ~~due to differences in forecasted earnings between years, increased earnings~~ from our ~~VIEs,~~ability ~~releases~~to ofbenefit ~~unrecognized~~the ~~tax~~current ~~benefits~~quarter’s ~~and~~loss ~~recognition~~against ofthe ~~benefits~~income ~~from~~tax ~~indefinite-lived~~payable ~~assets~~established ~~(trade~~in ~~names)~~fiscal 2016.

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. As a result of weighing the available objective evidence as of April 30, 2016, January 30, 2016 and May 2, 2015, our valuation allowance against deferred tax assets was $49.9 million, $63.2 million and $67.3 million, respectively. The valuation allowance as of April 30, 2016 represents a valuation allowance against all net deferred tax assets in U.S. federal, unitary U.S. state and Australian jurisdictions, excluding indefinite-lived deferred tax assets and liabilities, and against the tax benefit on losses from our VIEs. We intend to maintain a valuation allowance until sufficient positive evidence exists to support its reversal.

Financial Condition

Liquidity and Capital Resources

Overview

We finance our business with existing cash, cash from operations and the funds available under our Senior Credit Facilities, which were comprised of an $820 million secured term loan agreement (“Term Loan”), a $225 million asset-backed revolving credit facility (“ABL Facility”), and $50 million ABL Term loan (see ~~Notes~~Note ~~5 and~~ 6 to the condensed ~~consolidated~~ consolidated financial statements included elsewhere in this quarterly report). We had cash and cash equivalents of $629.27 million, $18.2 million, and $22.4 million as of April 30, 2016, January 30, 2016 and May 2, 2015, respectively (including amounts held by the VIEs). Cash and cash equivalents as of April 30, 2016 include $38.6 million of proceeds from the $50 million ABL Term Loan. Cash and cash equivalents held by the VIEs, of which we are the primary beneficiary, and the results of which we have consolidated into our financial statements, were $12.~~5 million, $9.~~6 million, and $917.93 million as of ~~April 30~~October 29, 2016, ~~January~~ July 30, 2016 and ~~May 2~~October 31, 2015, respectively ~~(see Note 17 to the condensed consolidated financial statements included elsewhere in this quarterly report)~~. The assets of the VIEs can only be used by the VIEs. Net working capital as of April 30, 2016, January 30, 2016 and May 2, 2015 totaled $28.7 million, $29.4 million and $30.7 million, respectively (including $0.2 million, $6.2 million and $5.9 million, respectively, from our VIEs).

35Net working capital as of October 29, 2016, July 30, 2016, October 31, 2015 totaled $2.9 million, $4.4 million and $30.8 million, respectively. Net working capital as of October 29, 2016 includes $27.5 million of restricted cash which is expected to be used to pay estimated income taxes associated with the gain on the sale of the Gymboree Play & Music business included in accrued and other current liabilities. Our operations are seasonal in nature, with sales from retail operations peaking during the quarter ending in January, primarily during the holiday season in November and December.

Approximately $109.9 million of the net proceeds received from the July 15, 2016 sale of Gymboree Play & Music are restricted to reduce the Term Loan, fund capital expenditures or investments in other assets with respect to which the Term Loan lenders would have a first priority security interest or pay income taxes associated with the gain on the sale of GPPI (see Note 3 to the condensed consolidated financial statements included elsewhere in this quarterly report). During the 13 weeks ended October 29, 2016, the Company used $10.7 million of restricted cash to fund capital expenditures and pay income taxes associated with the gain of GPPI. As of October 29, 2016, the Company had a restricted cash balance remaining of $96.3 million.

We and our subsidiaries, and our affiliates, may from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges, in open market purchases, privately negotiated transactions, by tender offer or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

We believe that cash generated by operations, the remaining funds available under our Senior Credit Facilities and existing cash and cash equivalents will be sufficient to meet working capital requirements, service our debt, and finance capital expenditures over the next 12 months. However, if we face unanticipated cash needs such as the funding of a capital investment, or if our suppliers request one or more letters of credit, our existing cash and cash equivalents and available borrowings may be insufficient. In addition, we do not expect our business will generate sufficient cash flow from operations and future borrowings may not be available to us under the Senior Credit Facilities in amounts sufficient to enable us to repay our indebtedness when due (including $49.4 million of ABL Term Loan due in December 2017, $769.1 million of Term Loan due in February 2018, and

We $171.0 ~~and~~million ~~our~~of ~~subsidiaries,~~Senior ~~the~~Notes ~~VIEs~~due in December 2018), ~~and~~or to fund other liquidity needs. We also regularly evaluate market conditions, our ~~affiliates~~liquidity ~~may~~profile, ~~from~~and ~~time~~various tofinancing ~~time~~alternatives ~~seek~~for opportunities to ~~retire~~enhance orour ~~purchase~~capital ~~our~~structure. ~~outstanding~~We ~~debt~~are ~~through~~continuing ~~cash~~to ~~purchases~~actively pursue various financing alternatives, including refinancing and/or ~~exchanges,~~repurchasing inour ~~open~~outstanding ~~market~~Senior ~~purchases~~Notes, ~~privately~~incurring ~~negotiated~~additional ~~transactions~~indebtedness, byas ~~tender~~well ~~offer~~as orother opportunities ~~otherwise.~~to ~~Such~~improve ~~repurchases~~our orcapital ~~exchanges,~~structure. ifIf ~~any~~opportunities are favorable, ~~will~~we ~~depend~~may onconsummate ~~prevailing~~one ~~market conditions,~~or ~~liquidity~~more ~~requirements,~~of ~~contractual~~these ~~restrictions~~initiatives and ~~other~~the ~~factors. The~~ amounts involved may be material.

~~We believe~~Cash ~~that~~flows ~~cash~~(used generated by operations, the remaining funds available under our Senior Credit Facilities and existing cash and cash equivalents will be sufficient to meet working capital requirements, service our debt, and finance capital expenditures over the next twelve months. However, if we face unanticipated cash needs such as the funding of a capital investment, or if our suppliers request one or more letters of credit, our existing cash and cash equivalents and available borrowings may be insufficient. In addition, we cannot assure that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under the Senior Credit Facilities in) ~~amounts~~provided ~~sufficient~~by tooperating ~~enable us~~activities to repay our indebtedness when due, including the Notes, or to fund other liquidity needs. We also regularly evaluate market conditions, our liquidity profile, and various financing alternatives for opportunities to enhance our capital structure. We are continuing to actively pursue various financing alternatives, including refinancing and/or repurchasing our outstanding Notes, divestitures of certain of our assets and operations, as well as other opportunities to improve our capital structure. If opportunities are favorable, we may consummate one or more of these initiatives and the amounts involved may be material.

~~Cash~~Net ~~flows~~cash ~~provided by (~~used in) operating activities during the 13 weeks ended October 29, 2016 was $45.5 million compared to net cash provided by operating activities of $25.6 million during the 13 weeks ended October 31, 2015.

~~Net~~The change in cash ~~provided~~flows byfrom operating activities during the ~~first~~13 ~~quarter~~weeks ofended ~~fiscal~~October 29, 2016 was primarily due to a $27.3 million ~~compared~~decrease in merchandise inventories due to ~~net~~timing ~~cash~~of ~~used~~ purchases, and a $13.1 million decrease in ~~operating~~prepaid ~~activities~~expenses ofand other assets and a $240.6 4 million decrease in ~~the~~accounts ~~same~~payable, ~~prior~~accrued ~~year~~and ~~period~~other current liabilities due to timing of payments.

~~The~~Cash flows ~~change~~provided inby ~~cash~~(used ~~flows~~in) ~~from~~investing ~~operating~~ activities during the first quarter of fiscal 2016 was primarily due to gross profit expansion, the timing of purchases of merchandise inventories, and the timing of payment of accounts payable and accrued liabilities.

~~Cash~~Net ~~flows~~cash provided by investing activities during the 13 weeks ended October 29, 2016 was $5.2 million compared to net cash used in investing activities of $3.2 million during the 13 weeks ended October 31, 2015.

~~Net~~The ~~cash~~net ~~used~~change ~~in investing activities~~ during the ~~first~~13 ~~quarter~~weeks ofended ~~fiscal~~October 29, 2016 was primarily due to a decrease in restricted cash by $110.87 million, offset by capital expenditures which increased to $5.5 million compared to $25.81 million induring the ~~same~~ ~~prior~~13 ~~year~~weeks ~~period~~ended October 31, 2015.

~~The~~Cash ~~net~~flows ~~change~~provided ~~during~~by ~~the first quarter of fiscal 2016 was primarily due to the receipt of a related party loan receivable of $1.7 million~~ (~~see~~used ~~Note 15 to the condensed consolidated financial statements included elsewhere~~ in ~~this quarterly report~~), ~~partially~~financing ~~offset~~activities ~~by higher capital expenditures, which increased by $0.5 million to $3.6 million compared to $3.1 million in the same prior year period.~~

WeNet ~~estimate~~cash ~~capital~~provided ~~expenditures~~by ~~for~~financing ~~fiscal~~activities ~~2016~~during ~~will~~the ~~be approximately~~13 ~~$30~~weeks toended ~~$35~~October 29, ~~million.~~2016 Wewas ~~expect~~$37.3 ~~capital~~million ~~expenditures~~compared to benet cash used ~~primarily~~in ~~for~~financing ~~our~~activities ~~systems~~of ~~infrastructure,~~$21.6 ~~lease~~million ~~required~~during ~~remodels~~the of13 ~~existing~~weeks ~~stores~~ended ~~and~~October 31, ~~to a lesser extent, new store growth~~2015.

~~Cash~~The ~~flows~~net ~~provided~~change byduring the ~~financing~~13 ~~activities~~weeks ended October 29, 2016 was primarily due to increase in line of credit borrowings.

Net cash provided by financing activities during the first quarter of fiscal 2016 was $43.4 million compared to $8.9 million in the same prior year period. The increase was due primarily to a $50.0 million ABL Term Loan that we obtained (see Note 6 to the condensed consolidated financial statements included elsewhere in this quarterly report), partially offset by payments for deferred financing costs of $3.8 million, and an increase in our line of credit borrowings from our ABL Facility of $24.0 million. The increase was offset by a repurchase of our Notes with an aggregate principal amount of $77.0 million for $26.2 million in cash through privately negotiated transactions (see Note 6 to the condensed consolidated financial statements included elsewhere in this quarterly report).

Credit Facilities

ABL Facility

InOur ~~September 2015, we entered into the first amendment (the “First Amendment”) to our~~ senior secured asset-based revolving credit facility (“ABL Revolving Facility”) tomatures ~~extend~~on the ~~maturity date of the ABL revolving commitments from March 2017 to 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.

InThe ~~April 2016,~~ABL weRevolving ~~entered~~Facility ~~into~~provides afor ~~second~~financing ~~amendment~~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 and any subsidiary guarantors that are available to collateralize the borrowings thereunder, and is reduced by the level of outstanding letters of credit and the outstanding amount of the ABL Term Loan. The line of credit available under the ABL Revolving Facility, was reduced by letter of credit utilization totaling $30.8 million as soof ~~amended~~October 29, 2016. Undrawn line of credit availability under the “ABL Revolving Facility”, orafter ~~the~~being ~~“Second~~reduced ~~Amendment”).~~by ~~The~~outstanding ~~Second~~line ~~Amendment~~of ~~provides~~credit ~~for~~borrowings, aletter ~~senior~~of ~~secured~~credit ~~term~~utilization ~~loan~~and ~~(the~~outstanding “balance of ABL Term Loan”), ofwas $50114.02 million as of October 29, 2016, subject to a ~~borrowing~~minimum ~~base~~amount of combined availability and availability. Our undrawn line of credit availability, net of the minimum amount of combined availability and availability, was approximately $92.0 million as of October 29, 2016. We anticipate utilizing our line of credit under the ABL Revolving Facility throughout the course of fiscal 2017 to support seasonal working capital needs.

36Line 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 October 29, 2016, the weighted average interest rate on our line of credit borrowings outstanding under the ABL Revolving Facility was 2.8%. 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 ~~provides~~contains ~~for~~covenants ~~financing~~that, ofamong upother things, restrict our ability to ~~$225~~incur ~~million~~additional inindebtedness and pay dividends. It requires the Company and its restricted subsidiaries to maintain a ~~revolving line~~minimum amount of ~~credit.~~“Combined ~~Line~~Availability” ofand ~~credit~~“Availability” ~~availability~~for ~~under~~as long as the ABL ~~Facility~~Term Loan remains outstanding. “Combined Availability” is ~~subject~~equal to (a) the ABL Term Loan borrowing base ~~consisting~~minus (b) the sum of ~~certain~~the ~~assets~~aggregate ofoutstanding principal amount under the ~~Company~~ABL Facility (including the ABL Term Loan, ~~any~~revolving ~~subsidiary~~line ~~co-borrowers~~of credit borrowings and ~~any~~letter ~~subsidiary~~of ~~guarantors~~credit ~~that~~utilization). ~~are~~“Availability” ~~available~~is equal to ~~collateralize~~the lesser of (A) (I) the ~~borrowings~~ ~~thereunder~~revolving credit ceiling (which as of October 29, ~~and~~2016 iswas ~~reduced~~$225.0 bymillion) minus (II) the ~~level~~aggregate ofprincipal amount outstanding ~~letters~~under the revolving line of credit and letter of credit utilization and (B) (I) the ~~outstanding~~revolving ~~amount~~line of ~~the~~credit ~~ABL~~borrowing ~~Term~~base ~~Loan.~~minus As(II) ofthe ~~April~~aggregate ~~30,~~principal ~~2016,~~amount outstanding under the revolving line of credit ~~borrowings~~and ~~outstanding~~letter ~~under~~of credit utilization. Under the ~~ABL~~new ~~Facility~~availability ~~were~~covenant, the Company and its restricted subsidiaries must maintain (i) Combined Availability in excess of the greater of (x) $4317.05 million and ~~letter~~(y) 10% of the ABL Term Loan borrowing ~~credit~~base; ~~utilization~~and ~~was~~(ii) Availability in excess of the greater of (X) $3017.85 million. ~~Undrawn~~and (Y) 10% of the lesser of (1) the applicable revolving line of credit ~~availability~~borrowing ~~under~~base and (2) the revolving credit ceiling. The ABL Facility, ~~after~~also contains ~~being~~a ~~reduced~~financial bycovenant ~~outstanding~~(i.e., ~~line~~minimum ofconsolidated ~~credit~~fixed ~~borrowings~~charge coverage ratio), ~~letter~~but ofsuch ~~credit~~financial ~~utilization~~covenant ~~and~~is ~~$50~~not ~~million~~required ofto be tested as long as the Company’s ABL Term Loan, ~~was~~remains ~~$90~~outstanding.7 ~~million~~As as of ~~April~~ 30October 29, 2016., ~~Average~~we ~~line~~were not ofrequired ~~credit~~to ~~borrowings~~test ~~during~~compliance with this covenant. The Second Amendment also provided the 13agent ~~weeks~~for ~~ended~~the ~~April~~ABL ~~30,~~Term ~~2016~~Loan ~~under~~and the ABL ~~Facility~~Term ~~amounted~~Loan lenders with certain consent rights to ~~$49.7~~amendments ~~million~~relating to, among other terms and provisions, the borrowing bases, the availability covenant and certain negative covenants. WeApart ~~anticipate~~from ~~utilizing~~the ~~our~~new ~~line~~availability ofcovenant ~~credit~~and the change to the financial covenant described above, the other material affirmative and negative covenants and events of default under the ABL Facility ~~throughout~~were ~~the~~substantially ~~course~~unchanged ofby ~~fiscal~~the ~~2016~~Second Amendment. Failure to ~~support~~ ~~seasonal~~maintain ~~working~~the ~~capital~~minimum ~~needs~~levels of Combined Availability and ~~expect~~Availability torequired ~~have~~by ~~borrowings~~this ~~outstanding~~covenant atwould ~~year-end~~result in an event of default under the ABL Facility.

~~Line~~In ofaddition, ~~credit borrowings under~~ the ABL Facility ~~bear~~provides ~~interest~~that atif athe ~~rate~~lesser ~~per~~of ~~annum~~(i) Combined ~~equal~~Availability ~~to,~~and ~~at our option, either~~ (aii) Availability afalls below ~~base rate determined by reference to~~ the ~~highest~~greater of (1x) $22.5 ~~the~~million ~~prime~~and ~~rate~~(y) 12.5% of ~~Bank~~the lesser of ~~America, N.A.,~~ (2A) the ~~federal~~applicable ~~funds~~revolving ~~effective~~line ~~rate~~of ~~plus~~credit ~~0.50%,~~borrowing base and (3B) a the ~~LIBOR~~revolving ~~rate~~credit ~~determined~~ceiling ~~by reference to~~ (the ~~costs~~“Cash ofDominion ~~funds~~Threshold”) for ~~U.S.~~5 ~~dollar~~consecutive business ~~deposits~~days, ~~for~~the anagent ~~interest~~for ~~period~~the ofABL ~~one~~lenders ~~month~~may, ~~adjusted~~subject ~~for~~to certain ~~additional costs~~exceptions, ~~plus~~take ~~1.00%,~~control orof ~~(b)~~the aCompany’s ~~LIBOR~~bank ~~rate~~accounts ~~determined~~and byapply ~~reference~~the tofunds ~~the~~therein ~~costs~~to ofpay ~~funds~~down ~~for~~the ~~U.S. dollar~~Company’s ~~deposits~~obligations ~~for~~under the ~~interest~~ABL ~~period~~Facility. ~~relevant~~The toCompany ~~such~~would ~~borrowing~~regain control ~~adjusted~~of ~~for~~its ~~certain~~bank ~~additional~~accounts ~~costs~~ (a “~~Adjusted~~Cash ~~LIBOR~~Dominion Cure”), inonce ~~each~~the ~~case~~lesser ~~plus an applicable margin. As~~ of ~~April~~(i) Combined ~~30,~~Availability ~~2016,~~and ~~the~~(ii) Availability ~~weighted~~had ~~average~~exceeded ~~interest rate on our line of credit borrowings outstanding under~~ the ~~ABL~~Cash ~~Facility~~Dominion ~~was~~Threshold ~~3.9%.~~for In30 ~~addition~~consecutive todays, ~~paying~~provided ~~interest~~that ~~on outstanding line of credit borrowings under~~ the ABL Facility, wepermits ~~are~~no more ~~required~~than tothree ~~pay~~Cash aDominion ~~commitment~~Cures ~~fee~~in onany ~~unutilized~~rolling ~~commitments~~365-day ~~thereunder, which is between 0~~period.~~250%~~ ~~and 0.375% per annum under the ABL Facility.~~

The ~~ABL~~obligations ~~Facility~~under ~~contains~~the ~~covenants~~ABL ~~that,~~Facility ~~among~~are ~~other things~~secured, subject ~~restrict our ability~~ to ~~incur~~certain ~~additional~~exceptions, ~~indebtedness~~by ~~and~~substantially ~~pay~~all ~~dividends.~~of ~~The~~our ~~ABL Facility also contains a financial covenant (i~~assets.~~e.,~~ ~~minimum~~Our ~~consolidated~~100%-owned ~~fixed~~domestic ~~charge~~subsidiaries ~~coverage~~have ~~ratio),~~fully ~~but~~and ~~such~~unconditionally ~~financial~~guaranteed ~~covenant~~our isobligations ~~not~~under ~~required to be tested as long as~~ the ~~Company’s~~ ABL ~~Term Loan remains outstanding~~Facility. ~~As of April 30, 2016, we were not required to test compliance with this financial covenant.~~

ABL Term Loan

~~The~~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 ~~repurchase Notes, to~~ finance the acquisition of working capital assets, ~~for~~including the purchase of inventory and equipment, in each case in the ordinary course of business, to finance capital expenditures, ~~and~~to finance permitted acquisitions and for ~~other~~ 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 ABL Term Loan totaled $49.4 million as of October 29, 2016.

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 LIBOR contract rate as determined by the agent for the ABL Term Loan monthly on the first day of each calendar month, plus 10.25% per annum, or, in certain circumstances, at the prime rate, plus 9.25% per annum. Interest is payable monthly. As of ~~April 30~~October 29, 2016, the interest rate under our ABL Term Loan was 1011.91%.

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 line of credit commitment.

The ~~Second~~obligations ~~Amendment~~under ~~also provides for a new availability covenant, which 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~~are outstanding. “Combined Availability” is 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 Loansecured, ~~revolving~~subject ~~line of credit borrowings and letter of credit utilization). “Availability” is equal~~ to ~~the~~certain ~~lesser of (A) (I) the revolving credit ceiling (which as of April 30~~exceptions, ~~2016~~by ~~was~~substantially ~~$225.0 million)~~all ~~minus (II) the aggregate principal amount outstanding under the revolving line~~ of ~~credit~~our ~~and~~assets ~~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~~those ~~letter~~ of ~~credit~~our ~~utilization.~~100%-owned ~~Under~~domestic ~~the new availability covenant, the Company and its restricted~~ subsidiaries ~~must maintain (i) Combined Availability in excess of the greater of (x) $17~~.~~5 million~~ ~~and~~Our ~~(y) 10~~100%-owned ofdomestic ~~the~~subsidiaries ~~ABL~~also ~~Term Loan~~have ~~borrowing~~fully ~~base;~~ and ~~(ii) Availability~~unconditionally inguaranteed ~~excess of~~ the ~~greater~~Company’s ofobligations ~~(X) $17.5~~under ~~million and (Y) 10% of~~ the ~~lesser of (1) the applicable revolving line of credit borrowing base and (2) the revolving credit ceiling. The Second Amendment also provided the agent for the~~ ABL Term Loan ~~and the ABL Term Loan lenders with certain consent rights to amendments relating to, among other terms and provisions, the borrowing bases, the availability covenant and certain negative covenants~~. ~~All other material affirmative and negative covenants and events of default under the ABL Facility remained substantially unchanged following the Second Amendment.~~

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Term Loan

We also have an agreement with several lenders for an $820 million senior secured Term Loan, with a maturity date of February 2018. As of ~~April 30~~October 29, 2016, $769.1 million was outstanding under the Term Loan. The Term Loan allows us to request additional tranches of term loans in an aggregate amount not to exceed $200 million, subject to the satisfaction of certain conditions, provided such amount will be subject to reduction by the amount of any additional commitments incurred under the ABL Facility. The interest rate for borrowings under the Term Loan is, at the Company’s 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 ~~April 30~~October 29, 2016, the interest rate under our Term Loan was 5%.

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 provisions, including a requirement that we prepay the Term Loan with a certain percentage of our annual excess cash flow. We calculated our excess cash flow using ~~fiscal~~the ~~2015~~26-week transition period ended July 30, 2016 operating results and concluded we are not required to make any excess cash flow payments on the Term Loan during fiscal 2016. Voluntary prepayments and the excess cash flow prepayments made in prior fiscal years were applied toward our remaining quarterly amortization payments payable under the Term Loan through fiscal ~~2016~~2017. Our next quarterly payment payable under the Term Loan is due in the ~~first~~ third quarter of fiscal 2017.

The obligations under the Term Loan ~~contains~~are ~~covenants that~~secured, subject ~~among~~to ~~other~~certain ~~things~~exceptions, ~~restrict~~by substantially all of our ~~ability~~assets toand ~~incur additional~~those ~~indebtedness~~of our 100%-owned domestic subsidiaries. Our 100%-owned domestic subsidiaries also have fully and ~~pay~~unconditionally ~~dividends~~guaranteed the Company’s obligations under the Term Loan.

Senior Notes

In fiscal 2010, we issued $400 million aggregate principal amount of 9.125% Notes due in December 2018. Interest on the Notes is payable semi-annually. As of ~~April 30~~October 29, 2016, the Notes payable balance outstanding was $~~210~~171.60 million (see Note 6 to the condensed consolidated financial statements included elsewhere in this quarterly report).

On April 26, 2016, the Company announced a cash tender offer (the “Tender Offer”) to purchase the maximum aggregate principal amount of its outstanding Notes that it can purchase for $40.0 million, excluding accrued interest. The Tender Offer expired on May 23, 2016. During the second quarter of fiscal 2016, the Company repurchased $39.6 million aggregate principal amount of Notes for $20.6 million through the Tender Offer and will recognize $18.0 million of gain on extinguishment of debt, net of a $1.0 million charge related to the write-off of deferred financing costs associated with the extinguished debt.

Critical Accounting Policies

There have been no material changes to our critical accounting policies and estimates affecting the application of those policies since our Fiscal ~~2015~~2016 ~~Annual~~Transition Report on Form 10-K filed with the Securities and Exchange Commission on ~~April~~ October 28, 2016.

Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) (Non-GAAP Measure)

In the table below, we present Adjusted EBITDA (which is defined as net ~~income (~~loss) attributable to The Gymboree Corporation before interest expense, interest income, income taxes, and depreciation and amortization (EBITDA) adjusted for the other items described below), which is considered a non-GAAP financial measure. We present Adjusted EBITDA in this quarterly report because we consider it an important supplemental measure of performance used by management and we believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the retail industry. Adjusted EBITDA is calculated in substantially the same manner as “EBITDA” under the indenture governing the Notes and “Consolidated EBITDA” under the agreement governing our Senior Credit Facilities. We believe the inclusion of supplementary adjustments applied to EBITDA in presenting Adjusted EBITDA is appropriate to provide additional information to investors about certain non-cash items and to provide additional information with respect to our ability to meet our future debt service and to comply with various covenants in documents governing our indebtedness. However, Adjusted EBITDA is not a presentation made in accordance with GAAP, and our computation of Adjusted EBITDA may vary from others in the retail industry. Adjusted EBITDA should not be considered an alternative to operating income or net income (loss), 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 our results as reported under GAAP. For example, Adjusted EBITDA:

•● does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

•● does not reflect changes in, or cash requirements for, our working capital needs;

•● does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

•● excludes income tax payments that represent a reduction in cash available to us; and

•● does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of ongoing operations.

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The following table provides a reconciliation of net loss ~~attributable~~from ~~to The~~continuing ~~Gymboree~~operations ~~Corporation~~ to Adjusted EBITDA from continuing operations for the periods indicated (in thousands):

	13 Weeks EndedApril 30, 2016			13 Weeks EndedMay 2, 2015
	13 Weeks Ended
Net income (loss) attributable to The Gymboree Corporation	$	32,846		$	(23,025	)
	October 29, 2016			October 31, 2015
Net loss from continuing operations	$	(10,892)		$	(13,010)
Net loss from continuing operations attributable to noncontrolling interest		-			1,430
Net loss from continuing operations attributable to The Gymboree Corporation		(10,892)			(11,580)
Reconciling items (a):
Interest expense		19,~~807~~932			21,~~076~~906
Interest income		(372)	)		(76)	)
Income tax (benefit) expense		(~~320~~7,054)	)		~~1,305~~835
Depreciation and amortization (b)		9,~~983~~394			109,~~295~~792
Non-cash share-based compensation expense		~~622~~376			~~720~~813
Loss on disposal/impairment on assets		~~370~~643			~~133~~330
Loss on contract termination (c)		5,689			—
Acquisition-related adjustments (c)		3,424			2,563
Gain on extinguishment of debt		(48,804	)		—
Other (d)		2,071			1,826
Acquisition-related adjustments (d)		3,542			3,234
Adjusted EBITDA from continuing operations	$	17,822		$	26,479
Other (e)		762			1,866
(a) Excludes amounts related to noncontrolling interest, which are already excluded from net loss from continuing operations attributable to The Gymboree Corporation.
Adjusted EBITDA	$	24,494		$	15,597
(a) Excludes amounts related to noncontrolling interest, which are already excluded from net income (loss) attributable to The Gymboree Corporation.
(b) Includes the following:
Amortization of intangible assets (impacts SG&A)	$	~~384~~350		$	384
Amortization of below and above market leases (impacts COGS)		(~~239~~226)	)		(~~133~~198)	)
	$	~~145~~124		$	~~251~~186
(c) Incurred as a result of termination of a contract with a third-party fulfillment center for www.gymboree.com.
(c) Includes the following:
(d) Includes the following:
Additional rent expense recognized due to the elimination of deferred rent and construction allowances in purchase accounting (impacts COGS)	$	1,747		$	1,879
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)		1,677			684
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
	$	3,424		$	2,563
	$	3,542		$	3,234
Acquisition-related adjustments remove the impact of purchase accounting, as a result of the November 23, 2010 Merger (refer to Item 1A. Risk Factors of the Transition Report on Form 10-K for the 26 weeks ended July 30, 2016).
Acquisition-related adjustments remove the impact of purchase accounting, as a result of the November 23, 2010 Merger (refer to Item 1A. Risk Factors of the annual report on Form 10-K for fiscal 2015).
(d) Other is comprised of restructuring and non-recurring charges.
(e) Other is comprised of restructuring and non-recurring charges.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Risk

We enter into forward foreign exchange contracts with respect to certain purchases in United States dollars of inventory to be sold in our retail stores in Canada. The purpose of these contracts is to protect our margins on the eventual sale of the inventory from fluctuations in the exchange rate for Canadian and U.S. dollars. The term of the forward exchange contracts is generally less than one year. Our U.S. entity also enters into forward foreign exchange contracts with respect to short-term intercompany balances between our Canadian and U.S. entities. The purpose of these contracts is to protect us from fluctuations in the exchange rate for Canadian and U.S. dollars upon the settlement of such balances.

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The table below summarizes the notional amounts and fair values of our forward foreign exchange contracts in U.S. dollars (in thousands except weighted-average rate data):

	NotionalAmount		Fair ValueGain (Loss)			Weighted-Average Rate
	Notional		Fair Value			Weighted-
April 30, 2016	$	2,694	$	(391	)	$	0.80
	Amount		Gain (Loss)			Average Rate
January 30, 2016	$	5,492	$	(145	)	$	0.71
October 29, 2016	$	7,054	$	69		$	0.75
May 2, 2015	$	2,343	$	(55	)	$	0.82
July 30, 2016	$	10,209	$	(123	)	$	0.77
October 31, 2015	$	4,468	$	(27	)	$	0.76

Interest Rate Risk

We are subject to interest rate risk in connection with our long-term debt. Our principal interest rate risk relates to the Term Loan outstanding under the Senior Credit Facilities. As of ~~April 30~~October 29, 2016, we had $769.1 million outstanding under our Senior Credit Facilities, bearing interest at variable rates. 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 ~~April 30~~October 29, 2016, the interest rate under our Term Loan was 5.0%. A 0.125% increase in the ~~Adjusted~~ Adjusted LIBOR rate, above the 1.5% floor, would have increased annual interest expense by approximately $1.0 million, assuming $769.1 million of indebtedness thereunder was outstanding for the whole year. The Term Loan allows us to request ~~additional~~ additional tranches of term loans in an aggregate amount not to exceed $200 million, subject to the satisfaction of certain conditions, provided that such amount will be subject to reduction by the amount of any additional commitments incurred under the ABL Facility (see ~~Notes~~Note ~~5 and~~ 6 to the condensed consolidated financial statements included elsewhere in this quarterly report). No incremental facilities are currently in effect.

In December 2010, we purchased four interest rate caps to hedge against rising interest rates associated with our senior secured term loan above the 5% strike rate of the caps through December 23, 2016, the maturity date of the caps. The notional amount of these caps is $700 million.

As of ~~April 30~~October 29, 2016, ~~January~~ July 30, 2016 and ~~May 2~~October 31, 2015, accumulated other comprehensive loss (before income tax) included approximately $4.0.7 million, $42.65 million and $75.7 million, respectively, in unrealized losses related to the interest rate caps and forward foreign exchange contracts.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company conducted an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can provide only reasonable assurance of achieving their control objectives. Based on the Company’s evaluation, the Chief Executive Officer and the Chief Financial Officer concluded the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. In addition, the Company’s Chief Executive Officer and the Chief Financial Officer concluded as of the end of the period covered by this report that the Company’s disclosure controls and procedures are also effective to ensure information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is accumulated and communicated to the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the Company’s first quarter of fiscal ~~2016~~2017, there was no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II—OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The Company is subject to various legal proceedings and claims arising in the ordinary course of business. Our management does not expect that the results of any of these legal proceedings, either individually or in the aggregate, would have a material effect on our financial position, results of operations or cash flows.

Item 1A. RISK FACTORS

There have been no material changes during the period covered by this Quarterly Report on Form 10-Q to the risk factors disclosed in Part I, Item 1A, of our ~~2015~~2016 ~~Annual~~Transition Report on Form 10-K filed with the Securities and Exchange Commission on October 28, 2016.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable

Item 3. DEFAULTS UPON SENIOR SECURITIES

None

Item 4. MINE SAFETY DISCLOSURES

None

Item 5. OTHER INFORMATION

None

Item 6. EXHIBITS

ExhibitNumber		Description
Exhibit Number		Description
10.1		Second Amendment to Amended and Restated Credit Agreement, dated April 22, 2016, among The Gymboree Corporation, Giraffe Intermediate B, Inc., the other Borrowers party thereto, the other Facility Guarantors party thereto, the Lenders party thereto, Bank of America N.A., as administrative and collateral agent, and Pathlight Capital LLC, as ABL term loan agent.
31.1		Certification of Mark Breitbard Pursuant to §302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Andrew North Pursuant to §302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Mark Breitbard Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to §906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Andrew North Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to §906 of the Sarbanes-Oxley Act of 2002.
101		The following materials from The Gymboree Corporation’s Quarterly Report on Form 10-Q for the ~~quarter~~13 weeks ended ~~April~~October 3029, 2016, formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Statements of Comprehensive ~~Income (~~Loss), (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows, and (v) the Notes to Condensed Consolidated Financial Statements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	~~THE GYMBOREE CORPORATION~~	THE GYMBOREE CORPORATION
June 13, 2016	By:	/s/ Mark Breitbard
December 9, 2016		By:	/s/ Mark Breitbard
(Date)		~~Mark Breitbard~~	Mark Breitbard
		~~Chief Executive Officer~~	Chief Executive Officer
		~~(Principal Executive Officer)~~	(Principal Executive Officer)

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Exhibit Index

Exhibit Number		Description
10.1		Second Amendment to Amended and Restated Credit Agreement, dated April 22, 2016, among The Gymboree Corporation, Giraffe Intermediate B, Inc., the other Borrowers party thereto, the other Facility Guarantors party thereto, the Lenders party thereto, Bank of America N.A., as administrative and collateral agent, and Pathlight Capital LLC, as ABL term loan agent.
31.1		Certification of Mark Breitbard Pursuant to §302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Andrew North Pursuant to §302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Mark Breitbard Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to §906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Andrew North Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to §906 of the Sarbanes-Oxley Act of 2002.
101		The following materials from The Gymboree Corporation’s Quarterly Report on Form 10-Q for the ~~quarter~~13 weeks ended ~~April~~October 3029, 2016, formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Statements of Comprehensive ~~Income (~~Loss), (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows, and (v) the Notes to Condensed Consolidated Financial Statements.

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Filing Compare · GYMBOREE CORP