jcg-10q_20171028.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 28, 2017

Or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission

File Number

 

Registrant, State of Incorporation

Address and Telephone Number

 

I.R.S. Employer

Identification No.

333-175075

 

 

 

22-2894486

 

J.CREW GROUP, INC.

(Incorporated in Delaware)

 

770 Broadway

New York, New York 10003

Telephone: (212) 209-2500

 

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes        No   

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

 

Large Accelerated Filer

 

  

Accelerated Filer

 

 

 

 

 

Non-Accelerated Filer

 

  (Do not check if a smaller reporting company)

Smaller Reporting Company

 

 

 

 

 

 

 

 

  

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.        

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock

 

Outstanding at November 17, 2017

Common Stock, $.01 par value per share

 

1,000 shares

*

The Registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, but is not required to file such reports under such sections.

 

 

 

 


 

J.CREW GROUP, INC.

TABLE OF CONTENTS – FORM 10-Q

 

 

 

Page
Number

 

 

 

PART I. FINANCIAL INFORMATION

 

 

 

 

Item 1.

Condensed Consolidated Financial Statements (unaudited):

3

 

 

 

 

Condensed Consolidated Balance Sheets at October 28, 2017 and January 28, 2017

3

 

 

 

 

Condensed Consolidated Statements of Operations and Comprehensive Loss for the thirteen weeks ended October 28, 2017 and October 29, 2016

4

 

 

 

 

Condensed Consolidated Statements of Operations and Comprehensive Loss for the thirty-nine weeks ended October 28, 2017 and October 29, 2016

5

 

 

 

 

Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the thirty-nine weeks ended October 28, 2017 and the fifty-two weeks ended January 28, 2017

6

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the thirty-nine weeks ended October 28, 2017 and October 29, 2016

7

 

 

 

 

Notes to Unaudited Condensed Consolidated Financial Statements

8

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

19

 

 

 

Item 3.

Quantitative and Qualitative Disclosure About Market Risk

33

 

 

 

Item 4.

Controls and Procedures

33

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

34

 

 

 

Item 1A.

Risk Factors

34

 

 

 

Item 6.

Exhibits

34

 

 

 

2


 

PART I – FINANCIAL INFORMATION

 

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

J.CREW GROUP, INC.

Condensed Consolidated Balance Sheets

(unaudited)

(in thousands, except share data)

 

 

 

October 28,

2017

 

 

January 28,

2017

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

49,214

 

 

$

132,226

 

Merchandise inventories

 

 

365,633

 

 

 

314,492

 

Prepaid expenses and other current assets

 

 

77,487

 

 

 

59,494

 

Total current assets

 

 

492,334

 

 

 

506,212

 

Property and equipment, net

 

 

309,137

 

 

 

362,187

 

Intangible assets, net

 

 

310,944

 

 

 

450,204

 

Goodwill

 

 

107,900

 

 

 

107,900

 

Other assets

 

 

7,315

 

 

 

6,207

 

Total assets

 

$

1,227,630

 

 

$

1,432,710

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

235,381

 

 

$

194,494

 

Other current liabilities

 

 

158,680

 

 

 

157,141

 

Interest payable

 

 

10,287

 

 

 

7,977

 

Income taxes payable to Parent

 

 

32,974

 

 

 

25,215

 

Current portion of long-term debt

 

 

19,588

 

 

 

15,670

 

Total current liabilities

 

 

456,910

 

 

 

400,497

 

Long-term debt, net

 

 

1,699,849

 

 

 

1,494,490

 

Lease-related deferred credits, net

 

 

123,959

 

 

 

132,566

 

Deferred income taxes, net

 

 

98,495

 

 

 

148,200

 

Other liabilities

 

 

39,096

 

 

 

43,168

 

Total liabilities

 

 

2,418,309

 

 

 

2,218,921

 

Stockholders’ deficit:

 

 

 

 

 

 

 

 

Common stock $0.01 par value; 1,000 shares authorized, issued and outstanding

 

 

 

 

 

 

Additional paid-in capital

 

 

731,302

 

 

 

980,368

 

Accumulated other comprehensive loss

 

 

(5,362

)

 

 

(11,536

)

Accumulated deficit

 

 

(1,916,619

)

 

 

(1,755,043

)

Total stockholders’ deficit

 

 

(1,190,679

)

 

 

(786,211

)

Total liabilities and stockholders’ deficit

 

$

1,227,630

 

 

$

1,432,710

 

 

 

 

 

 

 

 

 

 

 

See notes to unaudited condensed consolidated financial statements.

 

 

3


 

J.CREW GROUP, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(unaudited)

(in thousands)

 

 

 

Thirteen

Weeks Ended

October 28, 2017

 

 

Thirteen

Weeks Ended

October 29, 2016

 

Revenues:

 

 

 

 

 

 

 

 

Net sales

 

$

537,870

 

 

$

575,942

 

Other

 

 

28,784

 

 

 

17,213

 

Total revenues

 

 

566,654

 

 

 

593,155

 

Cost of goods sold, including buying and occupancy costs

 

 

339,428

 

 

 

367,299

 

Gross profit

 

 

227,226

 

 

 

225,856

 

Selling, general and administrative expenses

 

 

200,736

 

 

 

204,547

 

Impairment losses

 

 

1,799

 

 

 

1,333

 

Income from operations

 

 

24,691

 

 

 

19,976

 

Interest expense, net of interest income

 

 

32,937

 

 

 

20,675

 

Loss before income taxes

 

 

(8,246

)

 

 

(699

)

Provision for income taxes

 

 

9,381

 

 

 

7,201

 

Net loss

 

$

(17,627

)

 

$

(7,900

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

Reclassification of losses on cash flow hedges, net of tax, to earnings

 

 

1,541

 

 

 

1,935

 

Unrealized gain on cash flow hedges, net of tax

 

 

613

 

 

 

406

 

Foreign currency translation adjustments

 

 

(212

)

 

 

(1,167

)

Comprehensive loss

 

$

(15,685

)

 

$

(6,726

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to unaudited condensed consolidated financial statements.

 

4


 

J.CREW GROUP, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(unaudited)

(in thousands)

 

 

 

Thirty-nine

Weeks Ended

October 28, 2017

 

 

Thirty-nine

Weeks Ended

October 29, 2016

 

Revenues:

 

 

 

 

 

 

 

 

Net sales

 

$

1,587,230

 

 

$

1,684,158

 

Other

 

 

72,296

 

 

 

46,316

 

Total revenues

 

 

1,659,526

 

 

 

1,730,474

 

Cost of goods sold, including buying and occupancy costs

 

 

1,027,431

 

 

 

1,096,466

 

Gross profit

 

 

632,095

 

 

 

634,008

 

Selling, general and administrative expenses

 

 

621,295

 

 

 

593,303

 

Impairment losses

 

 

136,854

 

 

 

6,729

 

Income (loss) from operations

 

 

(126,054

)

 

 

33,976

 

Interest expense, net of interest income

 

 

76,191

 

 

 

59,511

 

Loss before income taxes

 

 

(202,245

)

 

 

(25,535

)

Benefit for income taxes

 

 

(40,669

)

 

 

(967

)

Net loss

 

$

(161,576

)

 

$

(24,568

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

Reclassification of losses on cash flow hedges, net of tax, to earnings

 

 

5,087

 

 

 

4,467

 

Unrealized gain (loss) on cash flow hedges, net of tax

 

 

112

 

 

 

(2,471

)

Foreign currency translation adjustments

 

 

975

 

 

 

(1,860

)

Comprehensive loss

 

$

(155,402

)

 

$

(24,432

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to unaudited condensed consolidated financial statements.

5


 

J.CREW GROUP, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

(unaudited)

(in thousands, except shares)

 

 

 

Common stock

 

 

Additional

paid-in

 

 

Accumulated

 

 

Accumulated

other

comprehensive

 

 

Total

stockholders’

 

 

 

Shares

 

 

Amount

 

 

capital

 

 

deficit

 

 

loss

 

 

deficit

 

Balance at January 30, 2016

 

 

1,000

 

 

$

 

 

$

979,333

 

 

$

(1,731,529

)

 

$

(16,791

)

 

$

(768,987

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

(23,514

)

 

 

 

 

 

(23,514

)

Share-based compensation

 

 

 

 

 

 

 

 

1,035

 

 

 

 

 

 

 

 

 

1,035

 

Reclassification of realized losses on cash flow

   hedges, net of tax of $4,083, to earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,387

 

 

 

6,387

 

Unrealized gain on cash flow hedges, net of tax

   of $287

 

 

 

 

 

 

 

 

 

 

 

 

 

 

449

 

 

 

449

 

Foreign currency translation adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,581

)

 

 

(1,581

)

Balance at January 28, 2017

 

 

1,000

 

 

$

 

 

$

980,368

 

 

$

(1,755,043

)

 

$

(11,536

)

 

$

(786,211

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

(161,576

)

 

 

 

 

 

(161,576

)

Share-based compensation

 

 

 

 

 

 

 

 

530

 

 

 

 

 

 

 

 

 

530

 

Non-cash contribution to Parent in connection with

   Exchange Offer

 

 

 

 

 

 

 

 

(249,596

)

 

 

 

 

 

 

 

 

(249,596

)

Reclassification of realized losses on cash flow

   hedges, net of tax of $3,252, to earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,087

 

 

 

5,087

 

Unrealized gain on cash flow hedges, net of tax

   of $72

 

 

 

 

 

 

 

 

 

 

 

 

 

 

112

 

 

 

112

 

Foreign currency translation adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

975

 

 

 

975

 

Balance at October 28, 2017

 

 

1,000

 

 

$

 

 

$

731,302

 

 

$

(1,916,619

)

 

$

(5,362

)

 

$

(1,190,679

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to unaudited condensed consolidated financial statements.

6


 

J.CREW GROUP, INC.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in thousands)

 

 

 

Thirty-nine

Weeks Ended

October 28, 2017

 

 

Thirty-nine

Weeks Ended

October 29, 2016

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net loss

 

$

(161,576

)

 

$

(24,568

)

Adjustments to reconcile to cash flows from operating activities:

 

 

 

 

 

 

 

 

Impairment losses

 

 

136,854

 

 

 

6,729

 

Depreciation of property and equipment

 

 

74,150

 

 

 

80,258

 

Reclassification of hedging losses to earnings

 

 

8,340

 

 

 

7,323

 

Amortization of intangible assets

 

 

6,776

 

 

 

8,044

 

Amortization of deferred financing costs and debt discount

 

 

4,338

 

 

 

3,793

 

Share-based compensation

 

 

530

 

 

 

818

 

Loss on sale of property

 

 

526

 

 

 

 

Foreign currency transaction gains

 

 

(641

)

 

 

(1,442

)

Deferred income taxes

 

 

(53,029

)

 

 

(2,134

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Merchandise inventories

 

 

(50,911

)

 

 

(74,116

)

Prepaid expenses and other current assets

 

 

(17,798

)

 

 

(11,426

)

Other assets

 

 

(684

)

 

 

643

 

Accounts payable and other liabilities

 

 

27,959

 

 

 

22,202

 

Federal and state income taxes

 

 

12,416

 

 

 

2,423

 

Net cash provided by (used in) operating activities

 

 

(12,750

)

 

 

18,547

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(28,594

)

 

 

(59,348

)

Proceeds from sale of property

 

 

2,530

 

 

 

 

Net cash used in investing activities

 

 

(26,064

)

 

 

(59,348

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from New Money Notes, net of discount

 

 

94,090

 

 

 

 

Proceeds from New Term Loan Borrowings, net of discount

 

 

29,400

 

 

 

 

Repayments pursuant to the Term Loan amendment

 

 

(150,456

)

 

 

 

Costs paid and deferred in connection with refinancing of debt

 

 

(5,740

)

 

 

 

Quarterly principal repayments of Term Loan Facility

 

 

(11,753

)

 

 

(7,835

)

Net cash used in financing activities

 

 

(44,459

)

 

 

(7,835

)

Effect of changes in foreign exchange rates on cash and cash equivalents

 

 

261

 

 

 

(760

)

Decrease in cash and cash equivalents

 

 

(83,012

)

 

 

(49,396

)

Beginning balance

 

 

132,226

 

 

 

87,812

 

Ending balance

 

$

49,214

 

 

$

38,416

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

Income taxes paid

 

$

1,313

 

 

$

961

 

Interest paid

 

$

68,525

 

 

$

53,297

 

Non-cash contribution to Parent in connection with Exchange Offer

 

$

249,596

 

 

$

 

 

 

 

 

 

 

See notes to unaudited condensed consolidated financial statements.


7


 

J.CREW GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the thirteen and thirty-nine weeks ended October 28, 2017 and October 29, 2016

(Dollars in thousands, unless otherwise indicated)

 

1. Basis of Presentation

J.Crew Group, Inc. and its wholly owned subsidiaries (the “Company” or “Group”) were acquired (the “Acquisition”) on March 7, 2011 through a merger with a subsidiary of Chinos Holdings, Inc. (the “Parent”). The Parent was formed by investment funds affiliated with TPG Capital, L.P. (“TPG”) and Leonard Green & Partners, L.P. (“LGP” and together with TPG, the “Sponsors”). Subsequent to the Acquisition, Group became an indirect, wholly owned subsidiary of Parent, which is owned by affiliates of the Sponsors, investors and members of management. Prior to March 7, 2011, the Company operated as a public company with its common stock traded on the New York Stock Exchange.

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Therefore, these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2017.

The Company’s fiscal year ends on the Saturday closest to January 31. All references to “fiscal 2017” represent the 53-week fiscal year that will end on February 3, 2018 and to “fiscal 2016” represent the 52-week fiscal year that ended January 28, 2017.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly in all material respects the Company’s financial position, results of operations and cash flows for the applicable interim periods. Certain prior year amounts have been reclassified to conform to current period presentation. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year as a whole.

Management is required to make estimates and assumptions about future events in preparing financial statements in conformity with generally accepted accounting principles. These estimates and assumptions affect the amounts of assets, liabilities, revenues and expenses and the disclosure of loss contingencies at the date of the unaudited condensed consolidated financial statements. While management believes that past estimates and assumptions have been materially accurate, current estimates are subject to change if different assumptions as to the outcome of future events are made. Management evaluates estimates and judgments on an ongoing basis and predicates those estimates and judgments on historical experience and on reasonable factors. Since future events and their effects cannot be determined with absolute certainty, actual results may differ from the estimates used in preparing the accompanying unaudited condensed consolidated financial statements.

2. Debt Exchange and Refinancing

Transaction Overview

On July 13, 2017, the Parent and certain of its subsidiaries completed the following interrelated liability management transactions:

 

a private exchange offer (the “Exchange Offer”) pursuant to which $565.7 million aggregate principal amount of the outstanding 7.75%/8.50% Senior PIK Toggle Notes due 2019 (the “PIK Notes”) issued by Chinos Intermediate Holdings A, Inc., a direct wholly-owned subsidiary of the Parent (the “PIK Notes Issuer”), were exchanged for aggregate consideration consisting of:

 

o

$249,596,000 aggregate principal amount of 13% Senior Secured Notes due 2021 (the “Exchange Notes”), which is secured primarily by the U.S. intellectual property assets held by J.Crew Domestic Brand, LLC (“IPCo”);

 

o

189,688 shares of Parent’s 7% non-convertible perpetual series A preferred stock, no par value per share, with an aggregate initial liquidation preference of $189,688,000 (the “Series A Preferred Stock”); and

 

o

15% of Parent’s common equity, or 17,362,719 shares of Parent’s class A common stock, $0.00001 par value per share (the “Class A Common Stock”);

 

the receipt of consents from the holders of a majority of the PIK Notes with respect to certain amendments to the indenture governing the PIK Notes;

8


 

 

completion of an amendment to the Company’s Amended and Restated Credit Agreement, dated as of March 5, 2014 (the “Term Loan Facility”) to, among other things, facilitate the following related transactions:

 

o

the repayment of $150.5 million principal amount of term loans outstanding under the Term Loan Facility;

 

o

the transfer of the remaining undivided 27.96% ownership interest in the U.S. intellectual property rights of the J.Crew brand (the “Additional Transferred IP”) to IPCo, which, together with the undivided 72.04% ownership interest transferred in December 2016 (the “Initial Transferred IP”) represent 100% of the U.S. intellectual property rights of the J.Crew brand (the “Transferred IP”), and the execution of related license agreements;

 

o

the issuance of $97.0 million aggregate principal amount of an additional series of 13% Senior Secured Notes due 2021 (the “New Money Notes” and, together with the Exchange Notes, the “New Notes”), subject to the same terms and conditions as the Exchange Notes, for cash at a 3% discount, subject to the terms of the note purchase agreement, dated June 12, 2017, the proceeds of which were loaned on a subordinated basis to the Company and were applied, in part, to finance the repayment of the $150.5 million principal amount of term loans referenced above; and

 

o

the raising of additional borrowings under the Term Loan Facility of $30.0 million (at a 2% discount) provided by the Company’s Sponsors (the “New Term Loan Borrowings”), the net proceeds of which were also applied, in part, to finance the repayment of the $150.5 million principal amount of term loans referenced above.

3. Management Services Agreement

Pursuant to a management services agreement entered into in connection with the Acquisition, and in exchange for ongoing consulting and management advisory services (the “Services”), the Sponsors received an aggregate annual monitoring fee prepaid quarterly equal to the greater of (i) 40 basis points of consolidated annual revenues or (ii) $8 million (in either case, the “Advisory Fee”). The Sponsors also receive reimbursement for out-of-pocket expenses incurred in connection with services provided pursuant to the agreement.

On July 13, 2017, the management services agreement was amended and restated to require the Parent to provide the Services previously provided by the Sponsors. In addition to the amendment, the Parent and Sponsors entered into a new management services agreement, pursuant to which the Sponsors will provide the Services to the Parent for an amount equal to the Advisory Fee less the accrued cash dividend in an amount equal to 5% of the liquidation preference on the outstanding Series A Preferred Stock of the Parent.

The Company recorded an expense of $7.1 million and $7.5 million in the first nine months of fiscal 2017 and fiscal 2016, respectively, for monitoring fees and out-of-pocket expenses, included in selling, general and administrative expenses in the statements of operations and comprehensive loss.

4. Goodwill and Intangible Assets

A summary of the components of intangible assets is as follows:

 

 

 

Favorable Lease

Commitments

 

 

Madewell

Trade Name

 

 

Key Money

 

 

J.Crew

Trade Name

 

Balance at January 28, 2017

 

$

8,640

 

 

$

57,742

 

 

$

3,827

 

 

$

379,995

 

Amortization expense

 

 

(1,160

)

 

 

(1,025

)

 

 

(103

)

 

 

 

Impairment losses

 

 

 

 

 

 

 

 

 

 

 

(129,800

)

Balance at April 29, 2017

 

$

7,480

 

 

$

56,717

 

 

$

3,724

 

 

$

250,195

 

Amortization expense

 

 

(1,160

)

 

 

(1,025

)

 

 

(85

)

 

 

 

Impairment losses

 

 

 

 

 

 

 

 

(2,060

)

 

 

 

Effect of changes in foreign exchange rates

 

 

 

 

 

 

 

 

(625

)

 

 

 

Balance at July 29, 2017

 

$

6,320

 

 

$

55,692

 

 

$

954

 

 

$

250,195

 

Amortization expense

 

 

(1,159

)

 

 

(1,025

)

 

 

(33

)

 

 

 

Balance at October 28, 2017

 

$

5,161

 

 

$

54,667

 

 

$

921

 

 

$

250,195

 

Total accumulated amortization or impairment losses at October 28, 2017

 

$

(55,849

)

 

$

(27,333

)

 

$

(3,896

)

 

$

(635,105

)

9


 

 

During the first quarter of fiscal 2017, the Company generated less than expected revenues in its J.Crew reporting unit, which the Company determined to be a triggering event with regard to the valuation of its J.Crew trade name. As a result, the Company recorded a non-cash impairment charge of $129.8 million related to the intangible asset for the J.Crew trade name. After recording the impairment charge in the first quarter, the carrying value of the J.Crew trade name was $250.2 million. If revenues or operating results decline below the Company’s current expectations, additional impairment charges may be recorded in the future.

The impairment losses were the result of the write-down of the following assets:

 

 

 

For the

Thirteen

Weeks Ended

 

 

For the

Thirty-nine

Weeks Ended

 

 

 

October 28, 2017

 

 

October 29, 2016

 

 

October 28, 2017

 

 

October 29, 2016

 

Intangible asset related to the J.Crew trade name

 

$

 

 

$

 

 

$

129,800

 

 

$

 

Long-lived assets (see note 8)

 

 

1,799

 

 

 

1,333

 

 

 

7,054

 

 

 

6,729

 

Impairment losses

 

$

1,799

 

 

$

1,333

 

 

$

136,854

 

 

$

6,729

 

 

The carrying value of goodwill of $107.9 million relates to the Madewell reporting unit. There is no remaining goodwill attributable to the J.Crew reporting unit, which has previously recorded accumulated impairment losses of $1,579.0 million.

5. Share-Based Compensation

Chinos Holdings, Inc. 2011 Equity Incentive Plan

On March 4, 2011, the Parent adopted the Chinos Holdings, Inc. 2011 Equity Incentive Plan (the “2011 Plan”), which authorizes equity awards to be granted for up to 91,740,627 shares of the common stock of the Parent. The types of equity awards issued from the 2011 Plan include: (i) stock options that become exercisable over the requisite service period, (ii) stock options that only become exercisable when certain owners of the Parent receive a specified level of cash proceeds, as defined in the equity incentive plan, from the sale of their initial investment, (iii) restricted stock that vests over the requisite service period, and (iv) restricted stock that vests when certain performance conditions are met.  

On July 13, 2017, in connection with a debt exchange and refinancing, the Parent completed a recapitalization of its outstanding equity. The recapitalization resulted in, among other things, a reverse stock split of the shares of common stock which underline the share-based awards issued by the Company. The following disclosures give effect to a reverse stock split of 10,000-to-1. Additionally, the recapitalization also included (i) the issuance of preferred stock of the Parent, including an authorization for equity awards to be granted up to 20,000 shares and (ii) the issuance of additional shares of common stock of the Parent, including an authorization for equity awards to be granted up to 13,003,295 shares.

A summary of share-based compensation recorded in the statements of operations and comprehensive loss is as follows:

 

 

For the

Thirteen

Weeks Ended

 

 

For the

Thirty-nine

Weeks Ended

 

 

 

October 28, 2017

 

 

October 29, 2016

 

 

October 28, 2017

 

 

October 29, 2016

 

Share-based compensation

 

$

157

 

 

$

211

 

 

$

530

 

 

$

818

 

 

A summary of shares available for grant as stock options or other share-based awards, as adjusted for the reverse stock split, is as follows:

 

 

Common Stock Awards

 

 

Preferred Stock Awards

 

Available for grant at January 28, 2017

 

 

362

 

 

 

 

Authorized

 

 

13,003,295

 

 

 

20,000

 

Granted

 

 

(5,209,878

)

 

 

 

Forfeited and available for reissuance

 

 

741

 

 

 

 

Available for grant at October 28, 2017

 

 

7,794,520

 

 

 

20,000

 

10


 

 

6. Long-Term Debt and Credit Agreements  

A summary of the components of long-term debt is as follows:

 

 

October 28, 2017

 

 

January 28, 2017

 

Term Loan Facility

 

$

1,365,618

 

 

$

1,527,825

 

Exchange Notes

 

 

249,596

 

 

 

 

New Money Notes

 

 

97,000

 

 

 

 

New Term Loan Borrowings

 

 

30,238

 

 

 

 

Less current portion of Term Loan

 

 

(19,588

)

 

 

(15,670

)

Less deferred financing costs

 

 

(16,026

)

 

 

(13,095

)

Less discount

 

 

(6,989

)

 

 

(4,570

)

Long-term debt, net

 

$

1,699,849

 

 

$

1,494,490

 

Borrowings under the ABL Facility

 

$

 

 

$

 

 

ABL Facility

The Company has an ABL Facility, which is governed by an asset-based credit agreement with Bank of America, N.A., as administrative agent and the other agents and lenders party thereto, that provides for a $350 million senior secured asset-based revolving line of credit (which may be increased by up to $100 million in certain circumstances), subject to a borrowing base limitation. The ABL Facility includes borrowing capacity in the form of letters of credit up to $200 million, and up to $25 million in U.S. dollars for loans on same-day notice, referred to as swingline loans, and is available in U.S. dollars, Canadian dollars and Euros. Any amounts outstanding under the ABL Facility are due and payable in full on November 17, 2021.

On October 28, 2017, standby letters of credit were $39.2 million, excess availability, as defined, was $264.2 million, and there were no borrowings outstanding. Average short-term borrowings under the ABL Facility were $9.3 million and $11.3 million in the first nine months of fiscal 2017 and fiscal 2016, respectively.

Demand Letter of Credit Facility

The Company has an unsecured demand letter of credit facility with HSBC which provides for the issuance of up to $20 million of documentary letters of credit on a no fee basis. On October 28, 2017, outstanding documentary letters of credit were $18.6 million and availability under this facility was $1.4 million.

Term Loan Facility

Recent Amendment.  On July 13, 2017, concurrently with the settlement of the Exchange Offer, the Company amended its Term Loan Facility to, among other things, (i) increase the interest rate applicable to the loans held by consenting lenders, which represented 88% of lenders, (the “Consenting Lenders”; and the loans held by the Consenting Lenders, the “Amended Loans”) by 22 basis points, (ii) increase the amount of amortization payable to Consenting Lenders, (iii) provide for the New Term Loan Borrowings of $30.0 million, (iv) amend certain covenants and events of default and (v) direct Wilmington Savings Fund Society, FSB, as administrative agent under the Term Loan Facility, to dismiss, with prejudice, certain litigation regarding the Initial Transferred IP (and the related actions). Additionally, the Company repaid $150.5 million of principal amount of term loans outstanding under the Term Loan Facility, which was financed with (i) the net proceeds from the New Money Notes of $94.1 million, (ii) the net proceeds from the New Term Loan Borrowings of $29.4 million and (iii) cash on hand of $27.0 million.

Interest Rate.  Borrowings under the Term Loan Facility bear interest at a rate per annum equal to an applicable margin (which, in the case of the Amended Loans, was increased by 22 basis points) plus, at Group’s option, either (a) LIBOR determined by reference to the costs of funds for U.S. dollar deposits for the relevant interest period adjusted for certain additional costs (subject to a floor) or (b) 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 determined by reference to the costs of funds for U.S. dollar deposits for an interest period of one month, plus 1.00%.

The weighted average interest rate on the borrowings outstanding under the Term Loan Facility was 4.67% on October 28, 2017. The applicable margin (i) in effect for base rate borrowings was, (x) in the case of term loans, other than the New Term Loan Borrowings and the Amended Loans, 2.00%, (y) in the case of the Amended Loans, 2.22% and (z) in the case of the New Term Loan Borrowings, 12.00% (of which 3.00% is payable in kind) and (ii) with respect to LIBOR borrowings was, (x) in the case of term loans, other than the New Term Loan Borrowings and the Amended Loans, 3.00% and the LIBOR Floor, (y) in the case of the Amended Loans, 3.22% and the LIBOR Floor and (z) in the case of the New Term Loan Borrowings, 12.00% (of which 3.00% is payable in kind), respectively, at October 28, 2017.

11


 

Principal Repayments.  The Company is required to make principal repayments equal to 0.25% of the original principal amount of the Term Loan Facility (excluding the New Term Loan Borrowings), or $3.9 million, on the last business day of January, April, July, and October. The Company is also required (i) to repay the term loan based on an annual calculation of excess cash flow, as defined in the agreement, (ii) in the second quarter of fiscal 2019, to make a principal repayment of $11.9 million which is equal to 1.00% of the aggregate principal amount of Amended Loans outstanding on July 13, 2017 and (iii) beginning on July 31, 2019, on the last business day of January, April, July and October, to make additional principal repayments of $1.5 million equal to 0.125% of the aggregate principal amount of Amended Loans outstanding on July 13, 2017. The maturity date of the Term Loan Facility is March 5, 2021.

New Notes

General.  On July 13, 2017, in connection with settlement of the Exchange Offer and the issuance of the New Notes, J.Crew Brand, LLC and J.Crew Brand Corp. (together, the “New Notes Co-Issuers”) and the Guarantors (as defined below) entered into (i) an indenture with U.S. Bank National Association, as Trustee and collateral agent, governing the terms of the Exchange Notes (the “Exchange Notes Indenture”) and (ii) an indenture with the Trustee and U.S. Bank, as collateral agent, governing the terms of the New Money Notes (the “New Money Notes Indenture”), which is in substantially the same form as the Exchange Notes Indenture.

Interest Rate.  The New Notes bear interest at a rate of 13% per annum, and interest is payable semi-annually on March 15 and September 15 of each year. The New Notes mature on September 15, 2021.

New Notes Guarantee.  The New Notes are guaranteed by J.Crew Brand Intermediate, LLC, IPCo and J.Crew International Brand, LLC, each of which is a Delaware limited liability company and a wholly-owned indirect subsidiary of the Company (collectively, the “Guarantors,” and each, a “Guarantor”). The PIK Notes Issuer also unconditionally guarantees the payment obligations of the New Notes Co-Issuers and the Guarantors.

Exchange Notes Collateral.  The Exchange Notes and the guarantees thereof are general senior secured obligations of the New Notes Co-Issuers and the Guarantors, secured on a first priority lien basis by the Initial Transferred IP and certain other assets of the New Notes Co-Issuers and Guarantors, and on a second priority lien basis by the Additional Transferred IP, subject, in each case, to permitted liens under the Exchange Notes Indenture and that certain intercreditor agreement, entered into between the collateral agents on July 13, 2017.

New Money Notes Collateral.  The New Money Notes and the guarantees thereof are general senior secured obligations of the New Notes Co-Issuers and the Guarantors, secured on a first priority lien basis by the Additional Transferred IP and certain other assets, and on a second priority lien basis by the Initial Transferred IP, subject, in each case, to permitted liens under the New Money Notes Indenture and the intercreditor agreement.

Redemption.  The New Notes are redeemable at the option of the New Notes Co-Issuers, in whole or in part, at any time, at a price equal to one hundred percent (100%) of the principal amount of the New Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus a “make whole” premium. The New Notes are not subject to any mandatory redemption obligation, and there is no sinking fund provided for the New Notes.

Change in Control.  Upon the occurrence of a Change of Control (as defined in each of the indentures, as applicable), the New Notes Co-Issuers will be required to offer to repay all of the New Notes at 100% of the aggregate principal amount repaid plus accrued and unpaid interest, if any, to, but not including, the date of purchase.

Covenants.  Each of the indentures contains covenants covering (i) the payment of principal and interest, (ii) maintenance of an office or agency for the payment of the New Notes, (iii) reports to the applicable Trustee and holders of the New Notes, (iv) stay, extension and usury laws, (v) payment of taxes, (vi) existence, (vii) maintenance of properties and (viii) maintenance of insurance. Each of the New Indentures also includes covenants that (i) limit the ability to transfer the Collateral and (ii) limit liens that may be imposed on the assets of the Guarantors, which covenants are, in each case, subject to certain exceptions set forth in each of the indentures.

12


 

Interest expense

A summary of the components of interest expense is as follows:

 

 

 

For the

Thirteen

Weeks Ended

 

 

For the

Thirty-nine

Weeks Ended

 

 

 

October 28, 2017

 

 

October 29, 2016

 

 

October 28, 2017

 

 

October 29, 2016

 

Term Loan Facility

 

$

16,463

 

 

$

15,488

 

 

$

47,909

 

 

$

46,580

 

New Notes

 

 

11,264

 

 

 

 

 

 

13,392

 

 

 

 

Realized hedging losses

 

 

2,526

 

 

 

3,172

 

 

 

8,340

 

 

 

7,325

 

Amortization of deferred financing costs and debt discount

 

 

1,786

 

 

 

1,265

 

 

 

4,338

 

 

 

3,793

 

Other interest, net of interest income

 

 

898

 

 

 

750

 

 

 

2,212

 

 

 

1,813

 

Interest expense, net

 

$

32,937

 

 

$

20,675

 

 

$

76,191

 

 

$

59,511

 

 

7. Derivative Financial Instruments

In August 2014, the Company entered into interest rate cap and swap agreements that limit exposure to interest rate increases on a portion of the Company’s floating rate indebtedness. The interest rate cap agreements covered notional amounts of $400 million and capped LIBOR at 2.00% from March 2015 to March 2016. The interest rate swap agreements cover a notional amount of $800 million from March 2016 to March 2019 and carry a fixed rate of 2.56% plus the applicable margin.

The Company designated the interest rate swap agreements as cash flow hedges. As cash flow hedges, unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The effective portion of such gains or losses is recorded as a component of accumulated other comprehensive loss, while the ineffective portion of such gains or losses is recorded as a component of interest expense. Future realized gains and losses in connection with each required interest payment will be reclassified from accumulated other comprehensive loss to interest expense.

The fair values of the interest rate swap agreements are estimated using industry standard valuation models using market-based observable inputs, including interest rate curves (level 2 inputs). Liabilities for interest rate swaps, included in other liabilities, were $9.8 million and $18.6 million at October 28, 2017 and January 28, 2017, respectively.

8. Fair Value Measurements

The Company uses a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

 

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

 

Level 2 – Observable inputs, other than quoted prices included in Level 1, such as quoted prices for markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Financial assets and liabilities

The fair value of the Company’s debt was $1,216 million and $878 million at October 28, 2017 and January 28, 2017, respectively, based on quoted market prices of the debt (level 1 inputs).

The Company’s interest rate swap agreements are measured in the financial statements at fair value on a recurring basis. See note 7 for more information regarding the fair value of this financial liability.

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts payable and other current liabilities approximate fair value because of their short-term nature.

13


 

Non-financial assets and liabilities

Certain non-financial assets, including goodwill, the intangible asset for the J.Crew trade name, and certain long-lived assets, have been written down and measured in the financial statements at fair value. The Company does not have any other non-financial assets or liabilities as of October 28, 2017 or January 28, 2017 that are measured on a recurring basis in the financial statements at fair value.

The Company assesses the recoverability of goodwill and intangible assets whenever there are indicators of impairment, or at least annually in the fourth quarter. If the recorded carrying value of an intangible asset exceeds its fair value, the Company records a charge to write-down the intangible asset to its fair value. Impairment charges of goodwill are based on fair value measurements derived using a combination of an income approach, specifically the discounted cash flow, a market approach, and a transaction approach. Impairment charges of intangible assets are based on fair value measurements derived using an income approach, specifically the relief from royalty method. The valuation methodologies incorporate unobservable inputs reflecting significant estimates and assumptions made by management (level 3 inputs). For more information related to goodwill and intangible asset impairment charges, see note 4.

The Company performs impairment tests of long-lived assets whenever there are indicators of impairment. These tests typically contemplate assets at a store level (e.g. leasehold improvements). The Company recognizes an impairment loss when the carrying value of a long-lived asset is not recoverable in light of the undiscounted future cash flows and measures an impairment loss as the difference between the carrying amount and fair value of the asset based on discounted future cash flows. The Company has determined that the future cash flow approach (level 3 inputs) provides the most relevant and reliable means by which to determine fair value in this circumstance.

A summary of the impact of the impairment of certain long-lived assets on financial condition and results of operations is as follows:

 

 

For the

Thirteen

Weeks Ended

 

 

For the

Thirty-nine

Weeks Ended

 

 

 

October 28, 2017

 

 

October 29, 2016

 

 

October 28, 2017

 

 

October 29, 2016

 

Carrying value of long-term assets written down to fair value

 

$

1,799

 

 

$

1,333

 

 

$

7,054

 

 

$

6,729

 

Impairment charge

 

$

1,799

 

 

$

1,333

 

 

$

7,054

 

 

$

6,729

 

 

9. Income Taxes

The Parent files a consolidated federal income tax return, which includes Group and all of its wholly owned subsidiaries. Each subsidiary files separate, or combined where required, state or local tax returns in required jurisdictions.

The financial statements of the Company account for income taxes at the Group level. The federal tax return, however, is filed at the Parent level. The difference between the entity at which the provision is calculated and the entity which files the tax return gives rise to intercompany balances. A summary of the components of the income taxes payable to Parent is as follows:

 

 

 

October 28, 2017

 

 

January 28, 2017

 

Refundable income taxes of Parent

 

$

8,724

 

 

$

8,247

 

Due to Parent

 

 

(41,698

)

 

 

(33,462

)

Income taxes payable to Parent

 

$

(32,974

)

 

$

(25,215

)

The Company regularly assesses the need for a valuation allowance related to its deferred tax assets. In making that assessment, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on a weighing process of available evidence, whether it is more-likely-than-not that its deferred tax assets will not be realized. In that weighing process, the Company assigns significant weight to the negative evidence of its cumulative losses in recent years. As a result, in fiscal 2016, the Company determined that the negative evidence outweighed the positive evidence and recorded a valuation allowance related to its deferred tax assets balance. As of October 28, 2017, there was no change to that determination. This accounting treatment has no effect on the Company’s ability to utilize deferred tax assets to reduce future cash tax payments. The Company will continue to assess the likelihood that the deferred tax assets will be realizable at the end of each reporting period and the valuation allowance will be adjusted accordingly.    

14


 

The federal tax returns for the periods ended January 2013 through January 2016 are currently under examination. Various state and local jurisdiction tax authorities are in the process of examining income tax returns or hearing appeals for certain tax years ranging from 2009 to 2014. The results of these audits and appeals are not expected to have a significant effect on the results of operations or financial position.

The effective tax rate for the third quarter of fiscal 2017 was not meaningful. The provision for income taxes was $9.4 million, which reflects a discrete charge of $16.5 million to increase the valuation allowance as a result of deferred tax assets recognized in connection with the true-up of certain return-to-provision estimates. Other items impacting the effective tax rate include the recognition of international valuation allowances, lower rates in foreign jurisdictions, and reserves for uncertain tax positions.  

The effective tax rate for the third quarter of fiscal 2016 was not meaningful due to a break-even loss before income taxes. Items driving differences between the U.S. federal statutory rate of 35% and the effective rate include (i) the recognition of domestic and foreign valuation allowances, (ii) lower rates in certain foreign jurisdictions, and (iii) reserves for uncertain tax positions.

The effective tax rate for the first nine months of fiscal 2017 was 20%. The Company recognized a deferred tax benefit of $53.0 million, primarily a result of the reversal of deferred taxes related to the intangible asset for the J.Crew trade name, which was written down by $129.8 million in the first quarter. The Company did not recognize any additional deferred tax benefit on other current operating losses due to an increase in the valuation allowance. The impact of not recognizing tax benefit on the Company’s other current operating losses was the primary driver of the difference between the statutory rate of 35% and the effective rate.

The effective tax rate for the first nine months of fiscal 2016 was 4%. Items driving differences between the U.S. federal statutory rate of 35% and the effective rate include (i) the recognition of domestic and foreign valuation allowances, (ii) lower rates in certain foreign jurisdictions, and (iii) reserves for uncertain tax positions. 

While the Company expects the amount of unrecognized tax benefits to change in the next 12 months, the change is not expected to have a significant effect on the results of operations or financial position. However, the outcome of tax matters is uncertain and unforeseen results can occur.

10. Legal Proceedings

The Company is subject to various legal proceedings and claims arising in the ordinary course of business. 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 the Company’s financial position, results of operations or cash flows. As of October 28, 2017, the Company has recorded a reserve for certain legal contingencies in connection with ongoing claims and litigation. The reserve is not material to its results of operations. In addition, there are certain other claims and legal proceedings pending against the Company for which accruals have not been established.

J.Crew Group, Inc., et al. v. Wilmington Savings Fund Society, FSB, as Administrative Agent and Collateral Agent, Index No. 650574/2017, (Sup. Ct. N.Y. C’ty.).

On February 1, 2017, the Company filed a complaint in the New York State Supreme Court, Commercial Division, against Wilmington Savings Fund Society, FSB (“WSFS”), as successor agent under the Term Loan Facility seeking a declaration that its actions with respect to certain intellectual property assets were in full compliance with the terms of the Term Loan Facility. On March 24, 2017, WSFS filed its counterclaims in response to the Company’s declaratory judgment action, including claims of default under the Term Loan Facility. On April 13, 2017, the Company filed its Reply and Affirmative Defenses to WSFS’s counterclaims.

On July 17, 2017, pursuant to the terms of the July 13, 2017 Amendment to the Term Loan Facility (as described elsewhere herein), and a related direction letter issued to WSFS by the Required Lenders under the Term Loan Facility, the Company and WSFS entered into mutual releases, and filed a joint stipulation of discontinuance, dismissing the action and resolving the matter.

Eaton Vance Management, et al. v. Wilmington Savings Fund Society, FSB, as Administrative Agent and Collateral Agent, et al., Index No. 654397/2017, (Sup. Ct. N.Y. C’ty.).

On June 22, 2017, Eaton Vance Management and certain affiliated funds as well as Highland Capital Management and certain affiliated funds (collectively, the “Highland/EV Plaintiffs”), filed a complaint in the New York State Supreme Court, Commercial Division, against the Company and WSFS, seeking, among other things, declarations that the July 13, 2017 Amendment to the Term Loan Facility was ineffective absent unanimous consent of all Lenders under the facility, that certain of the Company’s actions with respect to certain of its intellectual property assets were taken in violation of the terms of the Term Loan Facility, and that those actions also constitute fraudulent conveyances.  

15


 

On August 7, 2017, WSFS and the Company filed separate motions to dismiss certain of the Highland/EV Plaintiffs claims for failure to state a claim and lack of standing, among other reasons. On September 7, 2017, the Highland/EV Plaintiffs filed an amended complaint in the New York State Supreme Court, Commercial Division, against the Company and WSFS. The amended complaint continues to assert claims for breach of the terms of the Term Loan Facility, and for fraudulent conveyance and adds an additional claim for fraudulent inducement claim against the Company. The Company believes that the Highland/EV Plaintiffs’ claims asserted in the amended complaint are wholly without merit, and intends to vigorously oppose these claims.

In response to the amended complaint, WSFS and the Company withdrew their prior motions to dismiss and, on October 20, 2017, filed renewed motions seeking dismissal in whole or part. Among other things, the Company seeks dismissal of the amended complaint for failure to state a claim, lack of standing, and because its fraud claims are duplicative of Plaintiffs’ claims under the documents governing the Term Loan Facility. Briefing on the motions to dismiss is expected to be complete on December 20, 2017.   

11. Workforce Reduction

On April 25, 2017, the Company eliminated approximately 150 full-time and 100 open positions, as part of a strategic reorganization. As a result, in the first quarter of fiscal 2017, the Company incurred a pre-tax charge of $10.5 million for severance and related costs, included in selling, general and administrative expenses. At October 28, 2017, accrued and unpaid severance and related costs were $4.5 million, which the Company expects to be paid by the first quarter of fiscal 2018.

12. Related Party Transactions

Intellectual property license agreement

In October 2016, the Company formed wholly-owned indirect subsidiaries, including IPCo and J.Crew Brand, LLC (collectively, “J.Crew BrandCo”). In December 2016, J.Crew International, Inc. (“JCI”) transferred an undivided 72.04% ownership interest in the U.S. intellectual property rights of the J.Crew brand to IPCo, and entered into a related intellectual property license agreement with IPCo. In July 2017, JCI transferred the remaining undivided 27.96% ownership interest in the U.S. intellectual property rights of the J.Crew brand to IPCo, which, together with the initial intellectual property contributed in December 2016, represent 100% of the U.S. intellectual property rights of the J.Crew brand, and entered into an additional intellectual property license agreement with IPCo (together with the agreement entered into in December 2016, the “IP License Agreements”).

Under the IP License Agreements, J.Crew Operating Corp., a direct wholly-owned subsidiary of the Company, pays a fixed license fee of $59 million per annum.  The license fees are payable on March 1 and September 1 of each fiscal year. These royalty payments have no impact on the Company’s consolidated results of operations and are not subject to the covenants under the Company’s credit facilities or the PIK Notes. 

The proceeds from the license fees to J.Crew BrandCo are used to meet debt service requirements on the $347 million aggregate principal outstanding under the New Notes, which bear interest at a rate of 13% per annum, payable semi-annually on March 15 and September 15 of each fiscal year. License fees in excess of the debt service requirements will be loaned back to the Company on a subordinated basis. As of October 28, 2017, J.Crew BrandCo had total assets of $260.3 million, consisting of intangible assets of $250.2 million, license fee receivable of $9.8 million and cash and cash equivalents of $0.3 million, and total liabilities of $344.3 million related to the New Notes. For the thirty-nine weeks ended October 28, 2017, J.Crew BrandCo earned royalty revenue of $43.4 million. The New Notes are guaranteed by the intangible assets of J.Crew BrandCo.

Other related party transactions

On November 4, 2013, the PIK Notes Issuer, which is an indirect parent holding company of Group, issued $500 million of PIK Notes. On July 13, 2017, the Company completed a private exchange offer pursuant to which $565.7 million aggregate principal amount of PIK Notes were exchanged for $249.6 million of Exchange Notes and shares of preferred and common stock of the Parent. For more information on the Exchange Offer, see note 2.  

The PIK Notes were not guaranteed by any of the PIK Notes Issuer’s subsidiaries, and therefore were not recorded in the Company’s financial statements. The Exchange Notes, however, are guaranteed by the Company’s subsidiaries, and therefore are recorded in its financial statements. In connection with recognizing the Exchange Notes, the Company recorded a non-cash contribution to its Parent as a reduction of additional paid-in capital. For more information on the long-term debt of the Company, see note 6.

As part of the debt refinancing, the Sponsors purchased $30.0 million principal amount of new term loans under the Term Loan Facility. For more information on the New Term Loan Borrowings, see note 6.

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The Company has a receivable of $12.1 million due from the Parent, included in prepaid expenses and other current assets, primarily related to the payment of certain transactions costs on behalf of the PIK Notes Issuer.

13. Recent Accounting Pronouncements

In May 2014, a pronouncement was issued that clarified the principles of revenue recognition, which standardizes a comprehensive model for recognizing revenue arising from contracts with customers. The pronouncement is effective for fiscal years beginning after December 15, 2017. While the Company is evaluating the impact of the new pronouncement on its condensed consolidated financial statements, it expects there to be an impact on the accounting for and presentation of its loyalty program, sales return reserve and advertising costs.

In February 2016, a pronouncement was issued that requires lessees to recognize assets and liabilities on the balance sheet for leases with accounting lease terms of more than 12 months. The pronouncement is effective for fiscal years beginning after December 15, 2018. The Company is currently evaluating the impact of the new pronouncement on its condensed consolidated financial statements. However, the adoption is expected to have a significant impact because most of the Company’s leases will be subject to these new requirements.

In August 2016, a pronouncement was issued that aims to reduce the diversity in presentation and classification of the following specific cash flow issues: debt prepayment, settlement of zero-coupon bonds, contingent consideration, insurance proceeds, distributions received from equity method investees, beneficial interest in securitization transactions and separately identifiable cash flows. The pronouncement is effective for fiscal years beginning after December 15, 2017. The Company does not expect there to be a significant impact on its condensed consolidated statements of cash flows.

In January 2017, a pronouncement was issued that simplifies the measurement of goodwill impairment by no longer requiring an entity to perform a hypothetical purchase price allocation. Instead, impairment will be measured using the difference between the carrying amount and the fair value of the reporting unit. The pronouncement is effective for annual and interim periods in fiscal years beginning after December 15, 2019. The Company does not expect there to be a significant impact on its condensed consolidated financial statements.

In August 2017, a pronouncement was issued that simplifies the application of hedge accounting guidance and more closely aligns risk management activities and financial reporting. The pronouncement is effective for annual and interim periods in fiscal years beginning after December 15, 2018. The Company is currently evaluating the impact of the new pronouncement on its condensed consolidated financial statements.

 

 

 

 

 

 


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Forward-Looking Statements

This report contains “forward-looking statements,” which include information concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. When used in this report, the words “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, our examination of operating trends, are based upon our current expectations and various assumptions. We believe there is a reasonable basis for our expectations and beliefs, but there can be no assurance that we will realize our expectations or that our beliefs will prove correct.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this report. Important factors that could cause our actual results to differ include, but are not limited to, our substantial indebtedness, our substantial lease obligations, our ability to anticipate and timely respond to changes in trends and customer preferences, the strength of the global economy, declines in consumer spending or changes in seasonal consumer spending patterns, competitive market conditions, our ability to attract and retain key personnel, our ability to successfully develop, launch and grow our newer concepts and execute on strategic initiatives, product offerings, sales channels and businesses, our ability to implement our growth strategy, material disruption to our information systems, our ability to implement our real estate strategy, adverse or unseasonable weather interruptions in our foreign sourcing operations, and other factors which are set forth under the heading “Risk Factors” below as well as under the heading “Risk Factors” in part I of our Annual Report on Form 10-K for the fiscal year ended January 28, 2017 filed with the SEC. There may be other factors of which we are currently unaware or deem immaterial that may cause our actual results to differ materially from the forward-looking statements.

All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date they are made and are expressly qualified in their entirety by the cautionary statements included in this report. Except as may be required by law, we undertake no obligation to publicly update or revise any forward-looking statement to reflect events or circumstances occurring after the date they were made or to reflect the occurrence of unanticipated events.

 

 

 

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

This document should be read in conjunction with the Management’s Discussion and Analysis section of our Annual Report on Form 10-K for the fiscal year ended January 28, 2017 filed with the SEC. When used herein, the terms “J.Crew,” “Group,” “Company,” “we,” “us” and “our” refer to J.Crew Group, Inc., including its wholly-owned subsidiaries.

Executive Overview

J.Crew is an internationally recognized multi-brand apparel and accessories retailer that differentiates itself through high standards of quality, style, design and fabrics. We are a vertically-integrated, omni-channel specialty retailer that operates stores and websites both domestically and internationally. We design, market and sell our products, including those under the J.Crew® and Madewell® brands, offering complete assortments of women’s, men’s and children’s apparel and accessories. We believe our customer base consists primarily of college-educated, professional and fashion-conscious women and men.

We sell our J.Crew and Madewell merchandise primarily through our retail and factory stores, our websites and our catalogs. As of October 28, 2017, we operated 271 J.Crew retail stores, 182 J.Crew factory stores (including 42 J.Crew Mercantile® stores), and 121 Madewell stores throughout the United States, Canada, the United Kingdom, Hong Kong, and France; compared to 286 J.Crew retail stores, 175 J.Crew factory stores (including 32 J.Crew Mercantile stores), and 110 Madewell stores as of October 29, 2016. During fiscal 2017, we expect to close approximately 50 stores.

A summary of revenues by brand for the third quarter is as follows:

 

(Dollars in millions)

 

For the

Thirteen

Weeks Ended

October 28, 2017

 

 

For the

Thirteen

Weeks Ended

October 29, 2016

 

J.Crew

 

$

430.4

 

 

$

488.0

 

Madewell

 

 

107.5

 

 

 

88.0

 

Other(a)

 

 

28.8

 

 

 

17.2

 

Total revenues

 

$

566.7

 

 

$

593.2

 

 

 

(a)Consists primarily of revenues from third-party resellers and shipping and handling fees.

A summary of highlights for the third quarter is as follows:

 

Revenues decreased 4.5% to $566.7 million, with comparable company sales down 8.5%.

 

J.Crew revenues decreased 11.8% to $430.4 million, with J.Crew comparable sales down 12.4%.

 

Madewell revenues increased 22.2% to $107.5 million, with Madewell comparable sales up 12.6%.

 

Gross margin increased to 40.1% from 38.1% last year.

 

We opened two Madewell stores and one J.Crew retail store. We closed four J.Crew retail stores.

A summary of revenues by brand for the first nine months is as follows:

(Dollars in millions)

 

For the

Thirty-nine

Weeks Ended

October 28, 2017

 

 

For the

Thirty-nine

Weeks Ended

October 29, 2016

 

J.Crew

 

$

1,302.0

 

 

$

1,445.5

 

Madewell

 

 

285.2

 

 

 

238.7

 

Other(a)

 

 

72.3

 

 

 

46.3

 

Total revenues

 

$

1,659.5

 

 

$

1,730.5

 

 

 

(a)Consists primarily of revenues from third-party resellers and shipping and handling fees.

A summary of highlights for the first nine months is as follows:

 

Revenues decreased 4.1% to $1,659.5 million, with comparable company sales down 7.5%.

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