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Gymboree Corp GYMBOREE CORP FORM 10-K (Annual Report) Filed 04/26/12 for the Period Ending 01/28/12 Address 500 HOWARD STREET SAN FRANCISCO, CA 94105 Telephone 415-278-7000 CIK 0000786110 SIC Code 2300 - Apparel & Other Finishd Prods of Fabrics & Similar Matl Industry Retail (Apparel) Sector Services Fiscal Year 01/30 http://www.edgar-online.com © Copyright 2012, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 28, 2012 OR [ ] 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 (I.R.S. Employer incorporation or organization) Identification No.) 500 Howard Street, 94105 San Francisco, California (Zip Code) (Address of principal executive offices) Registrant’s telephone number, including area code: (415) 278-7000 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [X] No [ ] 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 Website, 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 [ ] * The Registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, but is not required to file such reports under such sections. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] 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 the 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 Act). Yes [ ] No [X] As of April 26, 2012, 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. Table of Contents DOCUMENTS INCORPORATED BY REFERENCE None. 2 Table of Contents THE GYMBOREE CORPORATION TABLE OF CONTENTS ITEM 1. BUSINESS 4 ITEM 1A. RISK FACTORS 7 ITEM 1B. UNRESOLVED STAFF COMMENTS 15 ITEM 2. PROPERTIES 15 ITEM 3. LEGAL PROCEEDINGS 15 ITEM 4. MINE SAFETY DISCLOSURES 15 ITEM 5. MARKET FOR REGISTRANT ’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 16 ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA 17 ITEM 7. MANAGEMENT ’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 19 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 28 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 30 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 74 ITEM 9A. CONTROLS AND PROCEDURES 75 ITEM 9B. OTHER INFORMATION 75 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 75 ITEM 11. EXECUTIVE COMPENSATION 78 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 84 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 86 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 88 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 89 SIGNATURES 93 EXHIBIT INDEX 95 3 Table of Contents FORWARD LOOKING STATEMENTS This annual 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 that concern our strategy, plans or intentions. All statements we make relating to: future sales, costs and expenses and gross profit percentages; the continuation of historical trends; 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,” and elsewhere in this annual report. We encourage you to carefully read these risk factor disclosures. We caution investors not to place substantial reliance on the forward-looking statements contained in this annual report. These statements, like all statements in this annual report, speak only as of the date of this annual report (unless another date is indicated), and we undertake no obligation to update or revise the statements in light of future developments, except as otherwise required by law. NOTE REGARDING TRADEMARKS AND SERVICE MARKS In the United States, we are the owner of a number of trademarks and service marks, including the trademarks and service marks “ Gymboree ,” “ Janie and Jack ,” “ Crazy 8 ” and “ Gymboree Play & Music ,” and the trademarks “ Gymbo ” and “ Gymbucks .” The mark “ Gymboree ” is also registered, or is subject to pending applications, in approximately 94 foreign countries. All other trademarks or service marks appearing in this annual report that are not identified as marks owned by us are the property of their respective owners. PART 1 ITEM 1. BUSINESS General The Gymboree Corporation (“we,” “us,” “our,” Gymboree” and “Company”) is one of the largest children’s apparel specialty retailers in North America, offering collections of high-quality apparel and accessories. As of January 28, 2012, we operated a total of 1,149 retail stores and online stores at www.gymboree.com , www.janieandjack.com and www.crazy8.com . We also offered directed parent-child developmental play programs under the Gymboree Play & Music® brand at 703 franchised and Company-operated centers in the United States and 36 other countries. In addition, as of January 28, 2012, third-party overseas partners operated 24 Gymboree® retail stores in the Middle East and South Korea, and a joint venture with Gymboree (China) Commercial and Trading Co. Ltd., and Gymboree (Tianjin) Educational Information Consultation Co. Ltd. (collectively, the “Joint Venture”) operated one Gymboree retail store in China. Gymboree : As of January 28, 2012, we operated a total of 785 Gymboree stores (including 153 Gymboree Outlet stores), consisting of 738 stores (including 151 Gymboree Outlet stores) in the United States, 41 stores in Canada, three stores in Puerto Rico (including two Gymboree Outlet store), and three stores in Australia. Gymboree stores offer fashionable, age-appropriate apparel and accessories for boys and girls characterized by mix and match colors, patterns and graphics, complex embellishments, comfort, functionality and durability in sizes newborn through 12. Gymboree Outlet stores provide similar high-quality mix-and-match children’s apparel and accessories in the same size ranges but at outlet prices. Janie and Jack : As of January 28, 2012, we operated a total of 127 Janie and Jack® shops in the United States. Janie and Jack shops offer distinctive, finely crafted clothing and accessories for boys and girls in sizes newborn through 12. Lush fabrics, a hand-made quality and details such as hand-embroidery, smocking and vintage prints are utilized to create classic looks. Shops have a European style reminiscent of a small Parisian boutique. Crazy 8 : As of January 28, 2012, we operated a total of 237 Crazy 8® stores in the United States. Crazy 8 stores provide wholesome age-appropriate fashion for boys and girls at price points approximately 25% to 30% lower than Gymboree. Through merchandise design, product presentation, store environment, customer service and packaging, Crazy 8 stores reflect an upscale store experience at value prices.
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