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8-K - FORM 8-K - TOYS R US INCtruq2-15earningsreleasefor.htm


TOYS“R”US, INC. REPORTS RESULTS FOR SECOND QUARTER 2015
Consolidated Adjusted EBITDA1 improved by $39 million for the quarter, resulting in an LTM1 Adjusted EBITDA of $724 million
International comparable store net sales increased by 3.3% marking the sixth consecutive quarter of improvement
Domestic operating earnings improved by $57 million to $78 million
Fit for Growth savings target remained at $325 million, amount realized increased from $155 million through Q1 to $196 million through Q2
Consolidated Net Leverage2 improved by 2.0x to 6.7x

WAYNE, NJ (September 15, 2015) - Toys“R”Us, Inc. today reported financial results for the second quarter ended August 1, 2015.
In the second quarter, consolidated Adjusted EBITDA grew 47%, benefited by SG&A savings from the “Fit for Growth” initiative. Domestic operating performance improved significantly and Domestic gross margin rate remained strong. International continued its positive comparable store net sales trend with particular strength in Canada, Central Europe and China and Southeast Asia.
Dave Brandon, Chairman and Chief Executive Officer, Toys“R”Us, Inc., stated, “In the two months I’ve been here, I have been impressed with the work done by the team to right-size the cost structure and position the company for growth. Now, the focus turns to solidifying our roadmap for the future and ensuring we have the right talent and structure in place to move quickly. I am excited to be here and confident in our ultimate success.”
Second Quarter Highlights
Consolidated net sales were $2,293 million, a decrease of $147 million compared to the prior year period. Excluding a $144 million negative impact of foreign currency translation, net sales declined $3 million. The relatively flat net sales resulted from an increase in International comparable store net sales, offset by a decrease in Domestic comparable store net sales.
International comparable store net sales were up 3.3% primarily driven by increases in the learning, baby and core toy categories, partially offset by a decrease in our entertainment category (which includes electronics, video game hardware and software). Domestic comparable store net sales were down 2.5% primarily due to a planned decrease in promotional activity. While core toy category sales increased, we experienced declines in the baby, entertainment and seasonal categories.
Gross margin dollars were $875 million, compared to $916 million for the prior year period, a decrease of $41 million. Excluding a $58 million negative impact from foreign currency translation, gross margin dollars increased by $17 million. Gross margin, as a percentage of net sales, was 38.2% an increase of 0.7 percentage points versus the prior year period. The gross margin improvement was attributable to the Domestic segment, which increased by 1.5 percentage points to 36.2% as a result of a prior year $19 million loss on previously identified clearance inventory. International segment gross margin, as a percentage of net sales, decreased by 0.6 percentage points.
Selling, general and administrative expenses (“SG&A”) decreased by $82 million to $796 million, compared to $878 million in the prior year period. Excluding a $50 million favorable impact from foreign currency translation, SG&A decreased by $32 million, primarily due to a $15 million decline in store payroll expenses, a $9 million decrease in advertising and promotional expenses and a $6 million reduction in sponsor fees as a result of an amendment to the advisory agreement.
Operating earnings were $15 million, compared to an operating loss of $42 million in the prior year period. Domestic segment operating earnings improved by $57 million, primarily as a result of SG&A savings compared to the prior year period. International segment operating performance and corporate overhead remained consistent compared to the prior year period.
Adjusted EBITDA1 was $122 million, compared to $83 million in the prior year period, an improvement of $39 million.
Net loss was $99 million, compared to a net loss of $148 million in the prior year period, an improvement of $49 million.
Liquidity and Capital Spending
The Company ended the second quarter with total liquidity of $1.0 billion, comprised of cash and cash equivalents of $417 million and availability under committed lines of credit of $596 million. Toys“R”Us-Delaware, Inc. ended the second quarter with $648 million of liquidity, which included cash and cash equivalents of $151 million.





Through the end of the second quarter of fiscal 2015, the Company invested $82 million primarily for enhancements to information technology, store maintenance and improvements to distribution centers, compared to $86 million in the prior year period.
Further information regarding the Company’s financial performance relating to the second quarter of fiscal 2015 is presented in its quarterly report on Form 10-Q, which was filed with the Securities and Exchange Commission on September 15, 2015.
A summary of our “Fit for Growth” initiative is set forth at the end of this press release.
1 A detailed description and reconciliation of EBITDA and Adjusted EBITDA for Toys“R”Us, Inc. and Toys“R”Us-Delaware, Inc., and management’s reasons for using these measures, are set forth at the end of this press release. LTM Adjusted EBITDA represents Adjusted EBITDA for the last twelve months.
2 Net Leverage represents total debt outstanding less cash and cash equivalents and restricted cash attributed to debt as of the end of the quarter, divided by LTM Adjusted EBITDA.
About Toys“R”Us, Inc.
Toys“R”Us, Inc. is the world’s leading dedicated toy and baby products retailer, offering a differentiated shopping experience through its family of brands. Merchandise is sold in 864 Toys“R”Us and Babies“R”Us stores in the United States, Puerto Rico and Guam, and in more than 730 international stores and over 240 licensed stores in 38 foreign countries and jurisdictions. In addition, it exclusively operates the legendary FAO Schwarz brand and sells extraordinary toys at FAO.com. With its strong portfolio of e-commerce sites including Toysrus.com, Babiesrus.com and FAO.com, it provides shoppers with a broad online selection of distinctive toy and baby products. Headquartered in Wayne, NJ, Toys“R”Us, Inc. employs approximately 66,000 associates annually worldwide. The Company is committed to serving its communities as a caring and reputable neighbor through programs dedicated to keeping kids safe and helping them in times of need. Additional information about Toys“R”Us, Inc. can be found on Toysrusinc.com.
Forward-Looking Statements
All statements that are not historical facts in this press release, including statements about our beliefs or expectations, are forward-looking statements. These statements are subject to risks, uncertainties and other factors, including, among others, the seasonality of our business, competition in the retail industry, changes in our product distribution mix and distribution channels, general economic factors in the United States and other countries in which we conduct our business, consumer spending patterns, birth rates, our ability to implement our strategy including implementing initiatives for season, our ability to recognize cost savings, marketing strategies, the availability of adequate financing, access to trade credit, changes in consumer preferences, changes in employment legislation, our dependence on key vendors for our merchandise, political and other developments associated with our international operations, costs of goods that we sell, labor costs, transportation costs, domestic and international events affecting the delivery of toys and other products to our stores, product safety issues including product recalls, the existence of adverse litigation, changes in laws that impact our business, our substantial level of indebtedness and related debt-service obligations, restrictions imposed by covenants in our debt agreements and other risks, uncertainties and factors set forth in our reports and documents filed with the Securities and Exchange Commission (which reports and documents should be read in conjunction with this press release). In addition, we typically earn a disproportionate part of our annual operating earnings in the fourth quarter as a result of seasonal buying patterns and these buying patterns are difficult to forecast with certainty. We believe that all forward-looking statements are based on reasonable assumptions when made; however, we caution that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes and that, accordingly, one should not place undue reliance on these statements. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update these statements in light of subsequent events or developments unless required by the Securities and Exchange Commission’s rules and regulations. Actual results and outcomes may differ materially from anticipated results or outcomes discussed in any forward-looking statement.
# # #
For more information please contact:
Lenders and Note Investors:
Chetan Bhandari, Senior Vice President, Corporate Finance & Treasurer at 973-617-5841 or Chetan.Bhandari@toysrus.com
Media:
Kathleen Waugh, Vice President, Corporate Communications at 973-617-5888, 646-366-8823 or waughk@toysrus.com





CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

  
 
13 Weeks Ended
 
26 Weeks Ended
(In millions)
 
August 1,
2015
 
August 2,
2014
 
August 1,
2015
 
August 2,
2014
Net sales
 
$
2,293

 
$
2,440

 
$
4,618

 
$
4,919

Cost of sales
 
1,418

 
1,524

 
2,881

 
3,085

Gross margin
 
875

 
916

 
1,737

 
1,834

Selling, general and administrative expenses
 
796

 
878

 
1,623

 
1,795

Depreciation and amortization
 
86

 
95

 
173

 
199

Other income, net
 
(22
)
 
(15
)
 
(44
)
 
(27
)
Total operating expenses
 
860

 
958

 
1,752

 
1,967

Operating earnings (loss)
 
15

 
(42
)
 
(15
)
 
(133
)
Interest expense
 
(106
)
 
(102
)
 
(220
)
 
(210
)
Interest income
 

 
1

 
1

 
2

Loss before income taxes
 
(91
)
 
(143
)
 
(234
)
 
(341
)
Income tax expense
 
6

 
4

 
2

 
2

Net loss
 
(97
)
 
(147
)
 
(236
)
 
(343
)
Less: Net earnings attributable to noncontrolling interest
 
2

 
1

 
3

 
1

Net loss attributable to Toys “R” Us, Inc.
 
$
(99
)
 
$
(148
)
 
$
(239
)
 
$
(344
)





CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

(In millions)
 
August 1,
2015
 
January 31,
2015
 
August 2,
2014
ASSETS
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
Cash and cash equivalents
 
$
417

 
$
698

 
$
353

Accounts and other receivables
 
243

 
225

 
245

Merchandise inventories
 
2,211

 
2,064

 
2,344

Current deferred tax assets
 
41

 
45

 
22

Prepaid expenses and other current assets
 
149

 
122

 
164

Total current assets
 
3,061

 
3,154

 
3,128

Property and equipment, net
 
3,222

 
3,335

 
3,514

Goodwill
 
64

 
64

 
64

Deferred tax assets
 
128

 
133

 
153

Restricted cash
 
53

 
53

 
55

Other assets
 
343

 
376

 
416

Total Assets
 
$
6,871

 
$
7,115

 
$
7,330

 
 
 
 
 
 
 
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
Accounts payable
 
$
1,246

 
$
1,571

 
$
1,228

Accrued expenses and other current liabilities
 
889

 
1,032

 
903

Income taxes payable
 
27

 
20

 
24

Current portion of long-term debt
 
226

 
176

 
165

Total current liabilities
 
2,388

 
2,799

 
2,320

Long-term debt
 
5,056

 
4,612

 
5,247

Deferred tax liabilities
 
112

 
112

 
88

Deferred rent liabilities
 
342

 
347

 
359

Other non-current liabilities
 
260

 
255

 
229

Temporary equity
 
85

 
85

 
83

Total stockholders’ deficit
 
(1,372
)
 
(1,095
)
 
(996
)
Total Liabilities, Temporary Equity and Stockholders’ Deficit
 
$
6,871

 
$
7,115

 
$
7,330






CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

  
 
26 Weeks Ended
(In millions)
 
August 1,
2015
 
August 2,
2014
Cash Flows from Operating Activities:
 
 
 
 
Net loss
 
$
(236
)
 
$
(343
)
Adjustments to reconcile Net loss to Net cash used in operating activities:
 
 
 
 
Depreciation and amortization
 
173

 
199

Amortization and write-off of debt issuance costs and debt discount
 
21

 
23

Deferred income taxes
 
2

 
4

Unrealized losses on foreign exchange
 
3

 

Other
 
(9
)
 
10

Changes in operating assets and liabilities:
 
 
 
 
Accounts and other receivables
 
4

 
27

Merchandise inventories
 
(166
)
 
(166
)
Prepaid expenses and other operating assets
 
(15
)
 
(22
)
Accounts payable, Accrued expenses and other liabilities
 
(435
)
 
(304
)
Income taxes payable and receivable
 
(17
)
 
(25
)
Net cash used in operating activities
 
(675
)
 
(597
)
Cash Flows from Investing Activities:
 
 
 
 
Capital expenditures
 
(82
)
 
(86
)
Proceeds from sales of fixed assets
 
12

 
9

Decrease (increase) in restricted cash
 
1

 
(1
)
Acquisitions
 
(2
)
 

Net cash used in investing activities
 
(71
)
 
(78
)
Cash Flows from Financing Activities:
 
 
 
 
Long-term debt borrowings
 
669

 
735

Long-term debt repayments
 
(205
)
 
(341
)
Short-term debt borrowings, net
 
8

 

Capitalized debt issuance costs
 
(2
)
 
(13
)
Net cash provided by financing activities
 
470

 
381

Effect of exchange rate changes on Cash and cash equivalents
 
(5
)
 
3

Cash and cash equivalents:
 
 
 
 
Net decrease during period
 
(281
)
 
(291
)
Cash and cash equivalents at beginning of period
 
698

 
644

Cash and cash equivalents at end of period
 
$
417

 
$
353






OPERATING METRICS
(Unaudited)

 
 
 
13 Weeks Ended
 
26 Weeks Ended
 
 
August 1,
2015
 
August 2,
2014
 
August 1,
2015
 
August 2,
2014
Domestic Segment:
 
 
 
 
 
 
 
 
Operating Data
 
 
 
 
 
 
 
 
 
Gross margin as a percentage of net sales (1)
 
36.2
 %
 
34.7
 %
 
36.1
 %
 
35.2
 %
 
Comparable store net sales
 
(2.5
)%
 
1.5
 %
 
(2.4
)%
 
2.7
 %
 
Change in number of transactions
 
(4.8
)%
 
0.3
 %
 
(4.5
)%
 
1.8
 %
 
Change in average basket size
 
2.3
 %
 
1.2
 %
 
2.1
 %
 
0.9
 %
Net Sales by Product Category
 
 
 
 
 
 
 
 
 
Baby
 
46.4
 %
 
47.2
 %
 
48.1
 %
 
48.5
 %
 
Core Toy
 
14.0
 %
 
13.1
 %
 
13.5
 %
 
12.5
 %
 
Entertainment
 
5.7
 %
 
6.4
 %
 
6.5
 %
 
7.2
 %
 
Learning
 
18.2
 %
 
17.7
 %
 
17.9
 %
 
17.5
 %
 
Seasonal
 
14.9
 %
 
15.0
 %
 
13.4
 %
 
13.7
 %
 
Other (2)
 
0.8
 %
 
0.6
 %
 
0.6
 %
 
0.6
 %
 
Total
 
100
 %
 
100
 %
 
100
 %
 
100
 %
 
 
 
 
 
 
 
 
 
 
International Segment:
 
 
 
 
 
 
 
 
Operating Data
 
 
 
 
 
 
 
 
 
Gross margin as a percentage of net sales
 
41.2
 %
 
41.8
 %
 
40.2
 %
 
40.6
 %
 
Comparable store net sales (3)
 
3.3
 %
 
2.5
 %
 
2.3
 %
 
1.7
 %
 
Change in number of transactions
 
(2.5
)%
 
5.3
 %
 
(0.9
)%
 
3.4
 %
 
Change in average basket size (3)
 
5.8
 %
 
(2.8
)%
 
3.2
 %
 
(1.7
)%
Net Sales by Product Category
 
 
 
 
 
 
 
 
 
Baby
 
25.4
 %
 
25.0
 %
 
26.0
 %
 
26.0
 %
 
Core Toy
 
20.1
 %
 
19.7
 %
 
20.3
 %
 
19.6
 %
 
Entertainment
 
5.8
 %
 
7.1
 %
 
6.0
 %
 
7.3
 %
 
Learning
 
26.9
 %
 
25.8
 %
 
27.3
 %
 
26.1
 %
 
Seasonal
 
20.9
 %
 
21.5
 %
 
19.5
 %
 
20.1
 %
 
Other (4)
 
0.9
 %
 
0.9
 %
 
0.9
 %
 
0.9
 %
 
Total
 
100
 %
 
100
 %
 
100
 %
 
100
 %
 
 
 
 
 
 
 
 
 
 
Consolidated:
 
 
 
 
 
 
 
 
Operating Data
 
 
 
 
 
 
 
 
 
Gross margin as a percentage of net sales (1)
 
38.2
 %
 
37.5
 %
 
37.6
 %
 
37.3
 %
 
Comparable store net sales (3)
 
(0.2
)%
 
1.9
 %
 
(0.6
)%
 
2.3
 %
 
Change in number of transactions
 
(3.8
)%
 
2.5
 %
 
(2.8
)%
 
2.5
 %
 
Change in average basket size (3)
 
3.6
 %
 
(0.6
)%
 
2.2
 %
 
(0.2
)%
(1)
Fiscal 2014 includes the impact of an incremental loss on previously identified clearance inventory.
(2)
Consists primarily of non-product related revenues.
(3)
Excludes the impact of foreign currency translation.
(4)
Consists primarily of non-product related revenues, including licensing fees from unaffiliated third parties.





FIT FOR GROWTH SAVINGS THROUGH SECOND QUARTER 2015
(Unaudited)


(In millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initiatives
 
Domestic
 
International
 
Consolidated
 
 
 
Actual
 
Estimated Remaining
 
Total
 
Actual
 
Estimated Remaining
 
Total
 
Total
Margin
Marketing Effectiveness
 
$
79

 
$
5

 
$
84

 
$

 
$

 
$

 
$
84

End-to-End
 
21

 

 
21

 

 

 

 
21

Private Label
 

 
18

 
18

 

 
12

 
12

 
30

Sub-total Margin
 
$
100

 
$
23

 
$
123

 
$

 
$
12

 
$
12

 
$
135

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SG&A
In-Store Operations
 
36

 
17

 
53

 
6

 
8

 
14

 
67

Supply Chain
 
1

 
3

 
4

 

 
9

 
9

 
13

Organizational Effectiveness
 
7

 
18

 
25

 
1

 
11

 
12

 
37

Procurement & Other
 
39

 
19

 
58

 
6

 
9

 
15

 
73

Sub-total SG&A
 
$
83

 
$
57

 
$
140

 
$
13

 
$
37

 
$
50

 
$
190

 
Fit For Growth Total
 
$
183

 
$
80

 
$
263

 
$
13

 
$
49

 
$
62

 
$
325

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






Non-GAAP Disclosure of EBITDA and Adjusted EBITDA
We believe Adjusted EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Investors in the Company regularly request Adjusted EBITDA as a supplemental analytical measure to, and in conjunction with, the Company’s financial data prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). We understand that investors use Adjusted EBITDA, among other things, to assess our period-to-period operating performance and to gain insight into the manner in which management analyzes operating performance.
In addition, we believe that Adjusted EBITDA is useful in evaluating our operating performance compared to that of other companies in our industry because the calculation of EBITDA and Adjusted EBITDA generally eliminates the effects of financing and income taxes and the accounting effects of capital spending and acquisitions, which items may vary for different companies for reasons unrelated to overall operating performance. We use the non-GAAP financial measures for planning and forecasting and measuring results against the forecast and in certain cases we use similar measures for bonus targets for certain of our employees. Using several measures to evaluate the business allows us and investors to assess our relative performance against our competitors.
Although we believe that Adjusted EBITDA can make an evaluation of our operating performance more consistent because it removes items that do not reflect our core operations, other companies, even in the same industry, may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use Adjusted EBITDA or similarly named non-GAAP measures that other companies may use to compare the performance of those companies to our performance. The Company does not, and investors should not, place undue reliance on EBITDA or Adjusted EBITDA as measures of operating performance.
A reconciliation of Net loss attributable to Toys “R” Us, Inc. to EBITDA and Adjusted EBITDA for Toys “R” Us, Inc. is as follows:
 
 
13 Weeks Ended
 
26 Weeks Ended
 
LTM
(In millions)
 
August 1,
2015
 
August 2,
2014
 
August 1,
2015
 
August 2,
2014
 
August 1,
2015
 
August 2,
2014
Net loss attributable to Toys “R” Us, Inc.
 
$
(99
)
 
$
(148
)
 
$
(239
)
 
$
(344
)
 
$
(187
)
 
$
(1,159
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Add:
 
 
 
 
 
 
 
 
 
 
 
 
Income tax expense
 
6

 
4

 
2

 
2

 
32

 
292

Interest expense, net
 
106

 
101

 
219

 
208

 
458

 
499

Depreciation and amortization
 
86

 
95

 
173

 
199

 
351

 
392

EBITDA
 
99

 
52

 
155

 
65

 
654

 
24

 
 
 
 
 
 
 
 
 
 
 
 
 
Adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency re-measurement (a)
 
9

 

 
3

 

 
18

 

Compensation expense (b)
 
8

 
5

 
11

 
5

 
28

 
9

Severance (c)
 
8

 
4

 
13

 
15

 
15

 
15

Impairment of long-lived assets
 
2

 
4

 
4

 
7

 
10

 
48

Net earnings attributable to noncontrolling interest
 
2

 
1

 
3

 
1

 
6

 
4

Certain transaction costs
 
1

 
1

 
2

 
1

 
(1
)
 
1

Net gains on sales of properties
 
(6
)
 
(3
)
 
(7
)
 
(3
)
 
(9
)
 
(4
)
Litigation (d)
 
(1
)
 

 
(1
)
 

 
(9
)
 
3

Sponsors’ management and advisory fees (e)
 

 
6

 
5

 
12

 
11

 
23

Store closure costs (f)
 

 

 
4

 
5

 
3

 
7

Property losses, net of insurance recoveries (g)
 

 
(7
)
 

 
(7
)
 
(2
)
 
(7
)
Obsolete inventory clearance (h)
 

 
20

 

 
9

 

 
60

Prior period adjustments (i)
 

 

 

 

 

 
17

Goodwill impairment (j)
 

 

 

 

 

 
378

Adjusted EBITDA (k)
 
$
122

 
$
83

 
$
192

 
$
110

 
$
724

 
$
578






A reconciliation of Net loss to EBITDA and Adjusted EBITDA for Toys “R” Us-Delaware, Inc. is as follows:
 
 
13 Weeks Ended
 
26 Weeks Ended
 
LTM
(In millions)
 
August 1,
2015
 
August 2,
2014
 
August 1,
2015
 
August 2,
2014
 
August 1,
2015
 
August 2,
2014
Net loss
 
$
(57
)
 
$
(116
)
 
$
(135
)
 
$
(240
)
 
$
(121
)
 
$
(775
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Add:
 
 
 
 
 
 
 
 
 
 
 
 
Income tax expense
 
3

 
9

 
4

 
9

 
2

 
60

Interest expense, net
 
39

 
40

 
86

 
83

 
200

 
169

Depreciation and amortization
 
58

 
64

 
115

 
137

 
230

 
262

EBITDA
 
43

 
(3
)
 
70

 
(11
)
 
311

 
(284
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency re-measurement (a)
 
9

 

 
3

 

 
18

 

Compensation expense (b)
 

 
4

 
2

 
4

 
12

 
6

Severance (c)
 
4

 
2

 
8

 
12

 
9

 
12

Impairment of long-lived assets
 
1

 
3

 
2

 
6

 
3

 
25

Certain transaction costs
 

 
1

 

 
1

 
(3
)
 
1

Net gains on sales of properties
 

 
(1
)
 

 
(1
)
 

 
(2
)
Litigation (d)
 

 

 

 

 
(8
)
 
3

Sponsors’ management and advisory fees (e)
 

 
5

 
4

 
11

 
10

 
18

Store closure costs (f)
 

 

 
7

 
5

 
24

 
16

Property losses, net of insurance recoveries (g)
 

 
(7
)
 

 
(7
)
 
(2
)
 
(7
)
Obsolete inventory clearance (h)
 

 
20

 

 
9

 

 
60

Prior period adjustments (i)
 

 

 

 

 

 
17

Goodwill impairment (j)
 

 

 

 

 

 
361

Adjusted EBITDA (k)
 
$
57

 
$
24

 
$
96

 
$
29

 
$
374

 
$
226

(a)
Represents the unrealized loss on foreign exchange related to the re-measurement of the portion of the Tranche A-1 loan facility due fiscal 2019 attributed to Toys “R” Us (Canada) Ltd. Toys “R” Us (Canada) Ltee.
(b)
Represents the incremental compensation expense related to certain one-time awards and modifications, net of forfeitures of certain officers’ awards. In fiscal 2014, we revised our definition of Adjusted EBITDA to include the impact of forfeitures of certain officers’ awards and have therefore revised our prior periods’ Adjusted EBITDA.
(c)
In fiscal 2014, we revised our definition of Adjusted EBITDA to include non-officers’ severance.  We have therefore revised our prior periods’ Adjusted EBITDA.
(d)
Represents certain litigation expenses and settlements recorded for legal matters.
(e)
Represents the fees expensed to our Sponsors in accordance with the advisory agreement. In June 2015, the advisory agreement was amended in order to reduce the advisory fees payable in fiscal 2015 and thereafter from $17 million to $6 million annually.
(f)
Represents store closure costs, net of lease surrender income. In fiscal 2014, we revised our definition of Adjusted EBITDA to include lease surrender income. We have therefore revised our prior periods’ Adjusted EBITDA.
(g)
Represents property losses and insurance claims recognized.
(h)
Represents the incremental expense related to the write-down of excess and obsolete inventory. In fiscal 2014, we also revised our definition of Adjusted EBITDA to include third party fees associated with our clearance efforts. We have therefore revised our prior periods’ Adjusted EBITDA.
(i)
Represents a non-cash cumulative correction of prior period accrued vacation accounting in fiscal 2013.
(j)
Represents the impairment of goodwill associated with our Toys-Domestic and Toys-Japan reporting units.
(k)
Adjusted EBITDA is defined as EBITDA (earnings (loss) before net interest income (expense), income tax expense (benefit), depreciation and amortization), as further adjusted to exclude the effects of certain income and expense items that management believes make it more difficult to assess the Company’s actual operating performance





including certain items which are generally non-recurring. We have excluded the impact of such items from internal performance assessments. We believe that excluding items such as Sponsors’ management and advisory fees, asset impairment charges, restructuring charges, severance, impact of litigation, store closure costs, noncontrolling interest, net gains on sales of properties and other charges, helps investors compare our operating performance with our results in prior periods. We believe it is appropriate to exclude these items as they are not related to ongoing operating performance and, therefore, limit comparability between periods and between us and similar companies.