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News Release

J.Crew Group, Inc. Announces First Quarter Fiscal 2011 Results

NEW YORK, June 9, 2011 /PRNewswire/ -- J.Crew Group, Inc. today announced financial results for the three months ended April 30, 2011 (first quarter fiscal 2011).

The results below reflect the Company's performance for the "combined period" consisting of the period prior to its acquisition ("predecessor period") by affiliates of TPG Capital, L.P. and Leonard Green & Partners, L.P. in the first quarter of fiscal 2011, as well as the period after completion of the acquisition ("successor period").  The acquisition was completed on March 7, 2011.

The addition of the predecessor and successor period amounts to present ("combined") totals is not consistent with GAAP and may yield results that are not comparable on a period-to-period basis due to the changes of accounting basis during these periods.  For purposes of comparing results of operations to prior periods, however, the Company believes that it is a meaningful way to present the results of operations for the quarter ended April 30, 2011.  

First quarter highlights:

  • Revenues decreased 1% to $409.5 million.  Comparable company sales decreased 3% as compared to an increase of 16% in the first quarter of fiscal 2010.  Comparable company sales include comparable store sales, direct sales and shipping and handling revenues.  Store sales decreased 3% to $281.2 million, with comparable store sales decreasing 6%.  Comparable store sales increased by 15% in the first quarter of fiscal 2010.  Direct sales (Internet and Phone) increased 5% to $120.4 million.  Direct sales increased by 20% to $114.4 million in the first quarter of fiscal 2010.  
  • Gross margin decreased to 44.3% of revenues from 49.0% of revenues in the first quarter of fiscal 2010.  The decrease in gross margin was impacted on an operating basis by increased markdowns and promotional selling compared to the first quarter of fiscal 2010 and by amortization of step-up in inventory value and the net impact of favorable/unfavorable store lease amortization which totaled $3.7 million that were recorded in connection with the acquisition.  
  • Selling, general and administrative expenses increased to $205.2 million from $127.2 million in the first quarter of fiscal 2010.  The first fiscal quarter of 2011 includes $32.2 million of transaction expenses, $44.7 million of acquisition related share-based compensation and a $3.4 million increase in depreciation and amortization related to purchase accounting.  
  • Operating loss was ($24.0) million, or (5.9%) of revenues, compared with operating income of $75.4 million, or 18.2% of revenues, in the first quarter of fiscal 2010.  Operating loss in the first quarter of fiscal 2011 was impacted by costs incurred in connection with the acquisition and related purchase accounting.  
  • Net loss was ($29.9) million compared with net income of $44.7 million in the first quarter of fiscal 2010.  The first quarter of fiscal 2011 was impacted by costs incurred in connection with the acquisition, including increased interest expense and related purchase accounting.
  • Adjusted EBITDA in the first quarter of fiscal 2011 was $74.7 million compared to $88.9 million in the first quarter of fiscal 2010.  A reconciliation of net income (loss) to adjusted EBITDA is included in Exhibit (3).

Balance Sheet highlights as of April 30, 2011

  • Cash and cash equivalents were $280.5 million (including $209 million for equity purchase price related to dissenting shareholders that was not distributed at the closing of the transaction, but was paid out subsequent to the first fiscal quarter in May 2011) at the end of the first fiscal quarter compared to $332.3 million at the end of the first fiscal quarter in the prior year.
  • Total debt was $1,600 million at the end of the first fiscal quarter, comprised of a $1,200 million seven-year senior secured term loan and $400 million in senior unsecured notes maturing in eight years, incurred in connection with the acquisition, compared to $49.2 million at the end of the first fiscal quarter in the prior year.  
  • Inventories at the end of the first fiscal quarter were $265.6 million (including $29.4 million of inventory step-up value recorded related to the transaction), compared to $193.1 million at the end of the first quarter of fiscal 2010.  Inventory per square foot (excluding step-up value related to the transaction) increased 19.1% as compared to the end of the first quarter of fiscal 2010.  

Use of Non-GAAP Financial Measures

This announcement contains non-GAAP financial measures.  An explanation of this information and a reconciliation of this information to the most directly comparable GAAP financial measures are included in Exhibit (3).

Conference Call Information

A conference call to discuss first quarter results is scheduled for June 9, 2011, at 11:00 AM Eastern Time.  Investors and analysts interested in participating in the call are invited to dial (877) 407-0784 begin_of_the_skype_highlighting            (877) 407-0784      end_of_the_skype_highlighting approximately ten minutes prior to the start of the call.  The conference call will also be webcast live at www.jcrew.com.  A replay of this call will be available until June 16, 2011 and can be accessed by dialing (877) 870-5176 begin_of_the_skype_highlighting            (877) 870-5176      end_of_the_skype_highlighting and entering conference ID number 373615.

About J.Crew Group, Inc.

J.Crew Group, Inc. is a nationally recognized multi-channel retailer of women's, men's and children's apparel, shoes and accessories.  As of June 9, 2011, the Company operates 251 retail stores (including 219 J.Crew retail stores, 10 crewcuts and 22 Madewell stores), the J.Crew catalog business, jcrew.com, madewell.com, and 87 factory outlet stores.  Additionally, certain product, press release and financial information concerning the Company is available at the Company's website www.jcrew.com.

ForwardLooking Statements:

Certain statements herein, including the information in Exhibit 4 hereof, are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the Company's current expectations or beliefs concerning future events and actual results of operations may differ materially from historical results or current expectations. Any such forward-looking statements are subject to various risks and uncertainties, including our substantial indebtedness and lease obligations, the strength of the economy, declines in consumer spending or changes in seasonal consumer spending patterns, competitive market conditions, our ability to anticipate and timely respond to changes in trends and consumer preferences, our ability to successfully develop, launch and grow our newer concepts, products offerings, sales channels and businesses, material disruption to our information systems, our ability to implement our real estate strategy, our ability to attract and retain  key personnel,  interruptions in our foreign sourcing operations, impact of costs of mailing, paper and printing,  and other factors which are set forth in the Company's Annual Report on Form 10-K and in all filings with the SEC made by the Company subsequent to the filing of the Form 10-K. The Company does not undertake to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

Exhibit (1)

J.Crew Group, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)


(In thousands, except percentages)


For the Period January 30, 2011 to

March 7, 2011



For the Period March 8, 2011 to

April 30, 2011



Three Months Ended

April 30, 2011


Three Months Ended

May 1, 2010












(Predecessor)


(Successor)


(Combined)


(Predecessor)

Net sales









    Stores


$86,474


$194,703


$281,177


$289,981

    Direct


43,642


76,719


120,361


114,355



130,116


271,422


401,538


404,336

Other


3,122


4,796


7,918


9,543

Total Revenues


133,238


276,218


409,456


413,879










Costs of goods sold, buying and occupancy costs


70,284


157,910


228,194


211,281

Gross profit


62,954


118,308


181,262


202,598

    As a percent of revenues


47.2%


42.8%


44.3%


49.0%










Selling, general and administrative expenses


79,736


125,487


205,223


127,179

    As a percent of revenues


59.8%


45.4%


50.1%


30.7%

Operating income (loss)


(16,782)


(7,179)


(23,961)


75,419

    As a percent of revenues


(12.6%)


(2.6%)


(5.9%)


18.2%










Interest expense, net


1,166


15,526


16,692


627










Income (loss) before income taxes


(17,948)


(22,705)


(40,653)


74,792










Provision (benefit) for income taxes


(1,798)


(8,911)


(10,709)


30,066










Net income (loss)


$(16,150)


$(13,794)


$(29,944)


$44,726













Exhibit (2)

J.Crew Group, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)


April 30, 2011


January 29, 2011


May 1, 2010



(Successor)


(Predecessor)


(Predecessor)

Assets







Current assets:







  Cash and cash equivalents


$280,473


$381,360


$332,302

  Inventories


265,560


214,431


193,081

  Prepaid expenses and other current assets


31,860


39,104


27,578

  Prepaid income taxes


65,702


-


-

Total current assets


643,595


634,895


552,961








Property and equipment, net


237,965


197,210


189,986








Favorable lease commitments, net


58,954


-


-








Deferred financing costs, net


65,930


970


2,802








Deferred income taxes, net


-


20,171


14,851








Intangible assets, net


997,282


4,343


4,151








Goodwill


1,681,996


-


-








Other assets


3,122


2,577


3,016

Total assets


$3,688,844


$860,166


$767,767















Liabilities and Stockholders' Equity







Current liabilities:







  Accounts payable


$137,292


$147,083


$105,354

  Due to dissenting shareholders


209,018


-


-

  Other current liabilities


94,577


117,642


90,793

  Current portion of long-term debt


12,000


-


-

  Income taxes payable


-


1,673


17,699

  Deferred income taxes, net


7,625


4,277


958

Total current liabilities


460,512


270,675


214,804








Long-term debt


1,588,000


-


49,229








Unfavorable lease commitments and deferred credits, net


40,490


67,665


66,508








Deferred income taxes, net


416,429


-


-








Other liabilities


18,106


10,705


10,474








Stockholders' equity


1,165,307


511,121


426,752

Total liabilities and stockholders' equity


$3,688,844


$860,166


$767,767




Exhibit (3)

J.Crew Group, Inc.

Non-GAAP Financial Measure

(Unaudited)


The following table reconciles net income (loss) reflected on the Company's condensed consolidated statements of operations (prepared in accordance with GAAP) to Adjusted EBITDA (a non-GAAP measure), and then to cash and cash equivalents as reflected on the condensed consolidated balance sheet (prepared in accordance with GAAP).      


(in millions)


For the Period

January 30, 2011 to

March 7, 2011


For the Period

March 8, 2011 to

April 30, 2011


Three Months Ended

April 30, 2011


Three Months Ended

May 1, 2010



(Predecessor)

(Successor)

(Combined)

(Predecessor)






Net income (loss)

$  (16.2)

$  (13.8)

$  (30.0)

$  44.7

Provision (benefit) for income taxes

(1.8)

(8.9)

(10.7)

30.1

Interest expense, net

1.2

15.5

16.7

0.6

Depreciation and amortization

3.9

11.8

15.7

11.7






EBITDA

(12.9)

4.6

(8.3)

87.1






Adjustments:





Share-based compensation

1.1

44.9

46.0

3.6

Inventory step-up amortization

3.1

3.1

Amortization of favorable leases

2.1

2.1

Amortization of unfavorable leases, deferred rent and landlord contributions

(0.6)

(1.0)

(1.6)

(1.8)

Transaction costs

32.2

32.2

Sponsor monitoring fee

1.2

1.2






Adjusted EBITDA

19.8

54.9

74.7

88.9






Taxes paid

(3.9)

(3.9)

(6.9)

Interest paid

(0.2)

(0.2)

(0.2)

Changes in assets and liabilities(1)

(122.5)

168.4

45.9

(43.1)

Capital expenditures

(2.6)

(16.9)

(19.5)

(7.1)

Acquisition of J.Crew Group, Inc.

(2,981.4)

(2,981.4)

Financing activities

77.1

2,706.4

2,783.5

2.6






Increase (decrease) in cash

(28.2)

(72.7)

(100.9)

34.2

Cash and cash equivalents, beginning balance

381.4

353.2

381.4

298.1

Cash and cash equivalents, ending balance

$  353.2

$  280.5

$  280.5

$  332.3

(1) Includes acquisition consideration due to dissenting shareholders in successor and combined periods.  




We present the non-GAAP financial measure Adjusted EBITDA because we use this measure to monitor and evaluate both the performance of our business and our liquidity, and we believe the presentation of this measure will enhance investors' ability to analyze trends in our business, evaluate our performance relative to other companies in our industry and evaluate our ability to service our debt.  

Adjusted EBITDA includes the impact of other items such as non-cash share-based compensation, transaction costs, sponsor monitoring fees, as well as the impact of purchase accounting adjustments resulting from the acquisition of the Company by affiliates of TPG Capital, L.P. and Leonard Green & Partners, L.P.

Adjusted EBITDA is not a presentation made in accordance with generally accepted accounting principles in the U.S. (GAAP) and this computation may vary from others in the industry.  Adjusted EBITDA should not be considered as an alternative to net income or other GAAP measures as a measure of operating performance or cash flows as a measure of liquidity.  Adjusted EBITDA has important limitations as an analytical tool and should not be considered in isolation to, or as a substitute for analysis of the Company's results as reported under GAAP.  

The addition of the predecessor and successor period amounts to present combined totals is not consistent with GAAP and may yield results that are not comparable on a period-to-period basis due to the changes of accounting basis during these periods.

Exhibit (4)


Actual and Projected Store Count and Square Footage (Note 1)



Projected Fiscal 2011











Quarter




Total stores open at beginning of the quarter

(Note 2)

Number of stores opened during the quarter



(Note 2)

Number of stores closed during the quarter

Total stores open at end of the quarter


1st Quarter (Actual)



333




5





1




337



2nd Quarter (Projected)



337




6





0




343



3rd Quarter (Projected)



343




17





0




360



4th Quarter (Projected)



360




5





2




363








Projected Fiscal 2011











Quarter




Total gross square
feet at beginning of
the quarter

Gross square feet
for stores 

opened or expanded during the quarter


Reduction of gross square feet
for stores closed or downsized
during the quarter


Total gross square
feet at end of
the quarter


1st Quarter (Actual)



2,006,999




31,039





(6,461)




2,031,577



2nd Quarter (Projected)



2,031,577




21,454





0




2,053,031



3rd Quarter (Projected)



2,053,031




85,950





0




2,138,981



4th Quarter (Projected)



2,138,981




16,508





(7,225)




2,148,264






















Note 1 – Store count and square footage summary excludes three clearance store locations.  Above summary also includes
              one factory store that is temporarily closed at the time of this announcement due to flooding.

Note 2 – Actual and Projected number of stores to be opened and closed during Fiscal 2011 by quarter:

              1st Quarter – one retail, one factory, one retail crewcuts and two Madewell stores.  We closed one retail store
               (actual).

              2nd Quarter – three factory, one crewcuts factory and two Madewell stores (projected).

              3rd Quarter – six retail, four factory and seven Madewell stores (projected)

              4th Quarter – one retail, one factory, one crewcuts factory and two Madewell stores.  We anticipate closing one
              retail and one Madewell store (projected).



Exhibit (5)

Historical Comparable Sales

(Unaudited)


Fiscal 2010



(A)

Comparable

Company Sales

Comparable

Store Sales


Direct Sales

Quarter

1st Quarter



16%



15%





20%



2nd Quarter



12%



11%





16%



3rd Quarter



2%



(1%)





12%



4th Quarter



0%



(5%)





12%

















Fiscal 2011















Quarter

1st Quarter



(3%)



(6%)





5%






(A)  Comparable company sales include comparable store sales, direct sales and shipping and handling revenues.

SOURCE J.Crew Group, Inc.

Certain statements herein are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the Company's current expectations or beliefs concerning future events and actual results of operations may differ materially from historical results or current expectations. Any such forward-looking statements are subject to various risks and uncertainties, including the strength of the economy, changes in the overall level of consumer spending or preferences in apparel, the performance of the Company's products within the prevailing retail environment, trade restrictions, political or financial instability in countries where the Company's goods are manufactured, postal rate increases, paper and printing costs, availability of suitable store locations at appropriate terms and other factors which are set forth in the Company's Form 10-K and in all filings with the SEC made by the Company subsequent to the filing of the Form 10-K. The Company does not undertake to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.