Schedule I—Condensed Financial Information of registrant

The Container Store Group, Inc. (parent company only)

Condensed balance sheets


	March 28,		March 30,
(in thousands)	2020		2019
Assets
Current assets:
Accounts receivable from subsidiaries	$	1,128	$	1,120
Total current assets		1,128		1,120
Noncurrent assets:
Investment in subsidiaries		270,635		263,573
Total noncurrent assets		270,635		263,573
Total assets	$	271,763	$	264,693
Liabilities and shareholders' equity
Current liabilities:
Accounts payable to subsidiaries	$	55	$	—
Total current liabilities		55		—
Noncurrent liabilities		—		—
Total liabilities		55		—
Shareholders' equity:
Common stock		483		481
Additional paid-in capital		866,667		863,979
Retained deficit		(595,442)		(599,767)
Total shareholders' equity		271,708		264,693
Total liabilities and shareholders' equity	$	271,763	$	264,693

See accompanying notes.

Schedule I—The Container Store Group, Inc.

(parent company only)

Condensed statements of operations


	Fiscal Year Ended
	March 28,		March 30,		March 31,
(in thousands)	2020		2019		2018
Net sales		—		—		—
Cost of sales (excluding depreciation and amortization)		—		—		—
Gross profit		—		—		—
Selling, general, and administrative expenses (excluding depreciation and amortization)		—		—		—
Stock-based compensation		—		—		—
Pre-opening costs		—		—		—
Depreciation and amortization		—		—		—
Restructuring charges		—		—		—
Other expenses		—		—		—
(Gain) loss on disposal of assets		—		—		—
Income from operations		—		—		—
Interest expense		—		—		—
Income before taxes and equity in net income of subsidiaries		—		—		—
Provision for income taxes		—		—		—
Income before equity in net income of subsidiaries		—		—		—
Net income of subsidiaries		14,487		21,680		19,428
Net income	$	14,487	$	21,680	$	19,428

See accompanying notes.

Schedule I—The Container Store Group, Inc.

(parent company only)

Condensed statements of comprehensive income



	Fiscal Year Ended
	March 28,		March 30,		March 31,
(In thousands)	2020		2019		2018
Net income	$	14,487	$	21,680	$	19,428
Unrealized (loss) gain on financial instruments, net of tax (benefit) provision of ($1,587), ($304) and $30		(4,596)		(865)		53
Pension liability adjustment, net of tax benefit $202, $11, and $98		(778)		(40)		(349)
Foreign currency translation adjustment		(4,789)		(7,911)		5,623
Comprehensive income	$	4,324	$	12,864	$	24,755

See accompanying notes.

Schedule I—The Container Store Group, Inc.

(parent company only)

Notes to Condensed Financial Statements

(In thousands, except share amounts and unless otherwise stated)

March 28, 2020

Note 1: Basis of presentation

In the parent‑company‑only financial statements, The Container Store Group, Inc.’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since the date of acquisition. The financial statements of the parent company should be read in conjunction with the Company’s consolidated financial statements. A condensed statement of cash flows was not presented because The Container Store Group, Inc. had no cash flow activities during fiscal 2019, fiscal 2018, or fiscal 2017.

Note 2: Guarantees and restrictions

The Container Store, Inc., a subsidiary of the Company, has $252,282 of long‑term debt outstanding under the Senior Secured Term Loan Facility, as of March 28, 2020. Under the terms of the Senior Secured Term Loan Facility, The Container Store Group, Inc. and the domestic subsidiaries of The Container Store, Inc. have guaranteed the payment of all principal and interest. In the event of a default under the Senior Secured Term Loan Facility, The Container Store Group, Inc. and the domestic subsidiaries of The Container Store, Inc. will be directly liable to the debt holders.

On September 14, 2018, the Company entered into a fifth amendment (the “Fifth Amendment”) to the Senior Secured Term Loan Facility dated as of April 6, 2012. The Fifth Amendment amended the Senior Secured Term Loan Facility to, among other things, (i) extend the maturity date of the loans under the Senior Secured Term Loan Facility to September 14, 2023, (ii) decrease the applicable interest rate margin to 5.00% for LIBOR loans and 4.00% for base rate loans, and beginning from the date that a compliance certificate is delivered to the administrative agent for the fiscal year ending March 30, 2019, allow the applicable interest rate margin to step down to 4.75% for LIBOR loans and 3.75% for base rate loans upon achievement of a consolidated leverage ratio equal to or less than 2.75:1.00, and (iii) impose a 1.00% premium if a voluntary prepayment is made from the proceeds of a repricing transaction within 12 months after September 14, 2018.

The Senior Secured Term Loan Facility also includes restrictions on the ability of The Container Store Group, Inc. and its subsidiaries to incur additional liens and indebtedness, make investments and dispositions, pay dividends or make other distributions, make loans, prepay certain indebtedness and enter into sale and lease back transactions, among other restrictions. Under the Senior Secured Term Loan Facility, provided no event of default has occurred and is continuing, The Container Store, Inc. is permitted to pay dividends to The Container Store Group, Inc. in an amount not to exceed the sum of $10,000 plus if after giving effect to such dividend on a pro forma basis, the Consolidated Leverage Ratio (as defined in the Senior Secured Term Loan Facility) does not exceed 2.0 to 1.0, the Available Amount (as defined in the Senior Secured Term Loan Facility) during the term of the Senior Secured Term Loan Facility, and pursuant to certain other limited exceptions. The restricted net assets of the Company’s consolidated subsidiaries were $259,208 as of March 28, 2020.

As of March 28, 2020, The Container Store, Inc. also has $15,022 of available credit on the Revolving Credit Facility that provides commitments of up to $100,000 for revolving loans and letters of credit. The Container Store Group, Inc. and the domestic subsidiaries of The Container Store, Inc. have guaranteed all obligations under the Revolving Credit Facility. In the event of default under the Revolving Credit Facility, The Container Store Group, Inc. and the domestic subsidiaries of The Container Store, Inc. will be directly liable to the debt holders. The Revolving Credit Facility includes restrictions on the ability of The Container Store Group, Inc. and its subsidiaries to incur additional liens and indebtedness, make investments and dispositions, pay dividends or make other transactions, among other restrictions.

On October 8, 2015, The Container Store, Inc. executed an amendment to the Revolving Credit Facility (“Amendment No. 2”). Under the terms of Amendment No. 2, among other items, the maturity date of the loan was extended from April 6, 2017 to the earlier of (x) October 8, 2020 and (y) January 6, 2019, if any of The Container Store, Inc.’s obligations under its term loan credit facility remain outstanding on such date and have not been refinanced with debt that has a final maturity date that is no earlier than April 6, 2019 or subordinated debt. Under the Revolving Credit Facility, provided no event of default has occurred and is continuing, The Container Store, Inc. is permitted to pay dividends to The Container Store Group, Inc., in an amount not to exceed the sum of $10,000 plus if after giving effect to such dividend on a pro forma basis, the Consolidated Fixed Charge Coverage Ratio (as defined in the Revolving Credit Facility) is not less than 1.25 to 1.0, the Available Amount (as defined in the Revolving Credit Facility) during the term of the Revolving Credit Facility, and pursuant to certain other limited exceptions.

On August 18, 2017, The Container Store, Inc. also entered into a fourth amendment (the “Revolving Amendment”) to the Revolving Credit Facility dated as of April 6, 2012, which, among other things, extended the maturity date of the loans under the Revolving Credit Facility to August 18, 2022.