UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 18, 2015

 

J.Crew Group, Inc.

(Exact name of registrant as specified in its charter)

 

Commission File Number: 333-175075

 

Delaware

 

22-2894486

(State or other jurisdiction
of incorporation)

 

(IRS Employer
Identification No.)

770 Broadway

New York, NY 10003

(Address of principal executive offices, including zip code)

(212) 209-2500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 


Item 2.02. Results of Operations and Financial Condition.

On March 18, 2015, J.Crew Group, Inc. issued a press release announcing the Company’s financial results for the fourth quarter and fiscal year ended January 31, 2015. The Company is furnishing a copy of the press release hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits

(a) through (c) Not applicable

(d) Exhibits:

The following exhibit is furnished with this Current Report on Form 8-K:

 

Exhibit
No.

  

Description

 

 

 

99.1

  

Press Release issued by J.Crew Group, Inc. on March 18, 2015

The information in this Current Report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly stated by specific reference in such filing.

 

 

 

2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

 

J.CREW GROUP, INC.

 

 

 

Date: March 18, 2015

 

By:

 

/s/ Joan Durkin

 

 

 

 

Joan Durkin

 

 

 

 

Interim Chief Financial Officer

 

 

3

 

Exhibit 99.1

Contacts:

Vincent Zanna

Vice President, Treasurer

(212) 209-8090

Allison Malkin / Joe Teklits

ICR, Inc.

(203) 682-8200

J.CREW GROUP, INC. ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2014 RESULTS

NEW YORK, March 18, 2015 — J.Crew Group, Inc. (the “Company”) today announced financial results for the three months and fiscal year ended January 31, 2015.

Fourth Quarter highlights:

·

Total revenues increased 3% to $705.3 million. Comparable company sales decreased 3% following an increase of 3% in the fourth quarter last year. Total e-commerce sales increased 4% to $247.8 million following an increase of 10% in the fourth quarter last year.    

·

J.Crew sales decreased 0.1% to $620.7 million. J.Crew comparable sales decreased 5% following an increase of 3% in the fourth quarter last year.  Madewell sales increased 33% to $73.7 million. Madewell comparable sales increased 14% following an increase of 10% in the fourth quarter last year.      

·

Gross margin was 34.5% compared to 36.8% in the fourth quarter last year.

·

Selling, general and administrative expenses were $236.2 million, or 33.5% of revenues, compared to $213.8 million, or 31.2% of revenues in the fourth quarter last year.

·

Operating loss was $18.7 million compared with operating income of $37.6 million in the fourth quarter last year. The operating loss includes a non-cash charge of $26.0 million related to the finalization of the third quarter goodwill impairment.

·

Net loss was $30.6 million compared with net income of $5.9 million in the fourth quarter last year. The net loss reflects the impact of the finalization of the third quarter goodwill impairment.

·

Adjusted EBITDA was $42.1 million compared to $75.7 million in the fourth quarter last year. An explanation of the manner in which the Company uses adjusted EBITDA and a reconciliation to GAAP measures are included in Exhibit (3).

Fiscal 2014 highlights:

·

Total revenues increased 6% to $2,579.7 million. Comparable company sales decreased 1% following an increase of 3% last year. Total e-commerce sales increased 9% to $826.2 million following an increase of 16% last year.    

·

J.Crew sales increased 4% to $2,295.1 million. J.Crew comparable sales decreased 2% following an increase of 3% last year.  Madewell sales increased 35% to $245.3 million. Madewell comparable sales increased 14% following an increase of 9% last year.       

·

Gross margin was 37.6% compared to 41.4% last year.

·

Selling, general and administrative expenses were $846.0 million, or 32.8% of revenues, compared to $754.3 million, or 31.1% of revenues, last year.

·

Operating loss was $585.0 million compared with operating income of $249.9 million last year. The operating loss includes non-cash impairment charges of $710 million.  

·

Net loss was $657.8 million compared with net income of $88.1 million last year. The net loss reflects the impact of (i) non-cash impairment charges and (ii) the loss on refinancings incurred in connection with the refinancing of our term loan facility, the redemption of our senior notes and refinancing of our ABL facility.

·

Adjusted EBITDA was $255.2 million compared to $370.2 million last year. An explanation of the manner in which the Company uses adjusted EBITDA and a reconciliation to GAAP measures are included in Exhibit (3).

 


 

Balance Sheet highlights:

·

Cash and cash equivalents were $111.1 million compared to $156.6 million at the end of the fourth quarter last year.

·

Total debt, net of discount, was $1,548 million reflecting the new senior secured term loan which matures in 2021. Total debt of $1,567 million in the fourth quarter last year consisted of (i) the former senior secured term loan of $1,167 million and (ii) senior unsecured notes of $400 million, which were refinanced and redeemed in the first quarter of fiscal 2014.  

·

Inventories were $367.9 million compared to $354.0 million at the end of the fourth quarter last year. Inventories increased 4% and inventories per square foot decreased 6% compared to the end of the fourth quarter last year.  

 

Impairment

 

During the first half of fiscal 2014, the Company determined that there was substantial deterioration in the excess of fair value over the carrying value of its Stores reporting unit.   During the third quarter, the Company saw a further significant reduction in the profitability of its Stores reporting unit, primarily driven by performance of women’s apparel and accessories in stores. As a result of current and expected future operating results, the Company concluded that the carrying value of the Stores reporting unit exceeded its fair value and recorded a non-cash goodwill impairment charge of $562 million, of which $26 million was recorded in the fourth quarter.  Additionally, the Company recorded a non-cash impairment charge of $145 million to write down the intangible asset related to the J.Crew trade name.

These impairment charges do not have an effect on the Company’s operations, liquidity or financial covenants, and do not change management’s long-term strategy, which includes its plans to drive disciplined growth across its brands. If operating results continue to decline below the Company’s expectations, additional impairment charges may be recorded in the future.

 

Operating Segments

In the fourth quarter of fiscal 2014, the Company changed its operating segments and reporting units to align with its omni-channel strategy, which focuses on a seamless approach to the customer experience through all available sales channels. Prior to such change, as a multi-channel retailer, the Company allocated resources to its channels, Stores and Direct. As an omni-channel retailer, the Company now allocates resources to its brands. Therefore, the Company has determined its operating segments to be J.Crew and Madewell, which have been aggregated into one reportable segment. The goodwill allocated to the J.Crew and Madewell reporting units is $1,017 million and $108 million, respectively.  

Refinancings

On March 5, 2014, the Company refinanced its term loan facility, the proceeds of which were used to (i) refinance amounts outstanding under the former senior secured term loan of $1,167 million and (ii) together with cash on hand, redeem in full the outstanding senior notes of $400 million, and to pay fees, call premiums and accrued interest.  The maturity date of the new term loan facility is March 5, 2021.  The refinancing will result in an annual savings of $16 million in interest expense.  

     On December 10, 2014, the ABL Facility was amended to among other things, (i) increase the revolving credit commitments from $250 million to $300 million, (ii) extend the maturity, and (iii) reduce the pricing on loans and letters of credit. Any amounts outstanding under the ABL Facility are due and payable in full on December 10, 2019.  

Related Party

On November 4, 2013, Chinos Intermediate Holdings A, Inc. (the “Issuer”), an indirect parent holding company of J.Crew Group, Inc., issued $500 million aggregate principal of 7.75/8.50% Senior PIK Toggle Notes due May 1, 2019 (the “PIK Notes”). The PIK Notes are (i) senior unsecured obligations of the Issuer, (ii) structurally subordinated to all of the liabilities of the Issuers’ subsidiaries, and (iii) not guaranteed by any of the Issuers’ subsidiaries, and therefore are not recorded in the Company’s financial statements. The Company declared dividends to the Issuer in the first and third quarters of fiscal 2014 to fund the semi-annual interest payments due May 1, 2014 and November 3, 2014. Additionally, while not required, the Company intends to pay dividends to the Issuer to fund future interest payments, which would aggregate to $174 million through the remainder of the term if all interest on the PIK Notes is paid in cash.

How the Company Assesses the Performance of its Business

In assessing the performance of its business, the Company considers a variety of performance and financial measures. A key measure used in its evaluation is comparable company sales, which includes (i) net sales from stores that have been open for at least twelve months, (ii) e-commerce net sales, and (iii) shipping and handling fees. The Company also considers gross profit and selling, general and administrative expenses in assessing the performance of our business.

2


 

Use of Non-GAAP Financial Measures

This announcement includes certain non-GAAP financial measures. An explanation of the manner in which the Company uses adjusted EBITDA and an associated reconciliation to GAAP measures is included in Exhibit (3).

Conference Call Information

A conference call to discuss fourth quarter results is scheduled for today, March 18, 2015, at 11:00 AM Eastern Time. Investors and analysts interested in participating in the call are invited to dial (877) 407-3982 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 March 25, 2015 and can be accessed by dialing (877) 870-5176 and entering conference ID number 13602345.

About J.Crew Group, Inc.

J.Crew Group, Inc. is an internationally recognized omni-channel retailer of women’s, men’s and children’s apparel, shoes and accessories. As of March 18, 2015, the Company operates 282 J.Crew retail stores, 85 Madewell stores, jcrew.com, jcrewfactory.com, the J.Crew catalog, madewell.com, the Madewell catalog, and 139 factory stores. Certain product, press release and SEC filing information concerning the Company are available at the Company’s website www.jcrew.com.

Forward-Looking Statements:

Certain statements herein, including projected store count and square footage 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 our 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 the indebtedness of our indirect parent, for which we pay and intend to continue to pay dividends to service such debt, and our substantial lease obligations, the strength of the global 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 and execute on strategic initiatives, products offerings, sales channels and businesses, adverse or unseasonable weather, material disruption to our information systems, our ability to implement our real estate strategy, our ability to implement our international expansion strategy, our ability to attract and retain key personnel, interruptions in our foreign sourcing operations, and other factors which are set forth in the section entitled “Risk Factors” and elsewhere in our Annual Report on Form 10-K and in all filings with the SEC made subsequent to the filing of the Form 10-K. We do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

 

 

3


 

Exhibit (1)

J.Crew Group, Inc.

Condensed Consolidated Statements of Operations

(unaudited)

 

(in thousands, except percentages)

  

Fourth Quarter
Fiscal 2014

 

 

Fourth Quarter
Fiscal 2013

 

 

Fiscal 2014

 

 

Fiscal 2013

 

Net sales:

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

J.Crew

  

$

620,685

  

 

$

621,579

  

 

$

2,295,109

  

 

$

2,212,684

  

Madewell

  

 

73,657

  

 

 

55,177

  

 

 

245,340

  

 

 

181,401

  

 

Other

  

 

10,998

  

 

 

9,461

  

 

 

39,246

  

 

 

34,172

  

Total revenues

  

 

705,340

  

 

 

686,217

  

 

 

2,579,695

  

 

 

2,428,257

  

 

Cost of goods sold, including buying and occupancy costs

  

 

461,820

  

 

 

433,606

  

 

 

1,608,777

  

 

 

1,422,143

  

Gross profit

  

 

243,520

  

 

 

252,611

  

 

 

970,918

  

 

 

1,006,114

  

As a percent of revenues

  

 

34.5

 

 

36.8

 

 

37.6

 

 

41.4

 

Selling, general and administrative expenses

  

 

236,229

  

 

 

213,812

  

 

 

845,953

  

 

 

754,345

  

As a percent of revenues

  

 

33.5

 

 

31.2

 

 

32.8

 

 

31.1

 

Impairment losses

  

 

26,000

  

 

 

1,201

  

 

 

709,985

  

 

 

1,874

  

 

Operating income (loss)

  

 

(18,709

)  

 

 

37,598

  

 

 

(585,020

)  

 

 

249,895

  

As a percent of revenues

  

 

(2.7)

 

 

5.5

 

 

(22.7

)% 

 

 

10.3

 

Interest expense, net

  

 

17,210

  

 

 

25,834

  

 

 

74,352

  

 

 

104,221

  

 

Loss on refinancings

  

 

174

  

 

 

  

 

 

58,960

  

 

 

  

 

Income (loss) before income taxes

  

 

(36,093

)  

 

 

11,764

  

 

 

(718,332

)  

 

 

145,674

  

 

Provision (benefit) for income taxes

  

 

(5,502

)  

 

 

5,847

  

 

 

(60,559

)  

 

 

57,550

  

 

Net income (loss)

  

$

(30,591

)  

 

$

5,917

  

 

$

(657,773

)  

 

$

88,124

  

 

 

 

4


 

Exhibit (2)

J.Crew Group, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

 

(in thousands)

January 31,  2015

 

 

February 1, 

2014

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

111,097

 

 

$

156,649

 

Inventories

 

367,851

 

 

 

353,976

 

Prepaid expenses and other current assets

 

60,734

 

 

 

56,434

 

Deferred income taxes, net

 

19,280

 

 

 

11,831

 

Prepaid income taxes

 

 

 

 

2,782

 

Total current assets

 

558,962

 

 

 

581,672

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

404,452

 

 

 

375,092

 

 

 

 

 

 

 

 

 

Deferred financing costs, net

 

22,883

 

 

 

41,911

 

 

 

 

 

 

 

 

 

Intangible assets, net

 

836,608

 

 

 

992,735

 

 

 

 

 

 

 

 

 

Goodwill

 

1,124,715

 

 

 

1,686,915

 

 

 

 

 

 

 

 

 

Other assets

 

3,993

 

 

 

3,895

 

Total assets

$

2,951,613

 

 

$

3,682,220

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

$

244,367

 

 

$

237,019

 

Other current liabilities

 

155,697

 

 

 

154,796

 

Interest payable

 

5,408

 

 

 

18,065

 

Income taxes payable

 

3,192

 

 

 

 

Current portion of long-term debt

 

15,670

 

 

 

12,000

 

Total current liabilities

 

424,334

 

 

 

421,880

 

 

 

 

 

 

 

 

 

Long-term debt, net

 

1,532,769

 

 

 

1,555,000

 

 

 

 

 

 

 

 

 

Lease-related deferred credits, net

 

112,153

 

 

 

93,788

 

 

 

 

 

 

 

 

 

Deferred income taxes, net

 

323,767

 

 

 

389,403

 

 

 

 

 

 

 

 

 

Other liabilities

 

42,566

 

 

 

31,729

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

516,024

 

 

 

1,190,420

 

Total liabilities and stockholders’ equity

$

2,951,613

 

 

$

3,682,220

 

 

 

 

5


 

Exhibit (3)

J.Crew Group, Inc.

Reconciliation of Adjusted EBITDA

Non-GAAP Financial Measure

(unaudited)

The following table reconciles net income (loss) reflected on the Company’s condensed consolidated statements of operations to: (i) Adjusted EBITDA (a non-GAAP measure), (ii) cash flows from operating activities (prepared in accordance with GAAP) and (iii) cash and cash equivalents as reflected on the condensed consolidated balance sheet (prepared in accordance with GAAP).

 

(in millions)

  

Fourth Quarter
Fiscal 2014

 

 

Fourth Quarter
Fiscal 2013

 

 

Fiscal 2014

 

 

Fiscal 2013

 

Net income (loss)

  

$

(30.6

)  

 

$

5.9

  

 

$

(657.8

)  

 

$

88.1

  

Provision (benefit) for income taxes

  

 

(5.5

)  

 

 

5.9

  

 

 

(60.6

)  

 

 

57.6

  

Interest expense (including the loss on refinancings)

  

 

17.4

  

 

 

25.8

  

 

 

133.3

  

 

 

104.2

  

Depreciation and amortization (including intangible assets)

  

 

29.5

  

 

 

25.1

  

 

 

109.4

  

 

 

95.4

  

EBITDA

  

 

10.8

  

 

 

62.7

  

 

 

(475.7

)  

 

 

345.3

  

Impairment losses

  

 

26.0

  

 

 

1.2

  

 

 

710.0

  

 

 

1.9

  

Share-based compensation

  

 

1.5

  

 

 

1.4

  

 

 

6.0

  

 

 

5.8

  

Amortization of lease commitments

  

 

1.1

  

 

 

1.8

  

 

 

4.5

  

 

 

1.2

 

Sponsor monitoring fees

  

 

2.7

  

 

 

2.5

  

 

 

10.4

  

 

 

9.9

  

Dividend equivalent

  

 

  

 

 

6.1

  

 

 

  

 

 

6.1

  

Adjusted EBITDA

  

 

42.1

  

 

 

75.7

  

 

 

255.2

  

 

 

370.2

  

Taxes paid

  

 

(0.1

 

 

(14.6

 

 

(4.0

 

 

(53.4

Interest paid

  

 

(19.0

 

 

(15.6

 

 

(93.0

 

 

(92.2

Changes in working capital

  

 

52.9

 

 

 

65.2

 

 

 

(0.1

 

 

7.9

  

Cash flows from operating activities

  

 

75.9

  

 

 

110.7

  

 

 

158.1

  

 

 

232.5

  

Cash flows from investing activities

  

 

(28.4

 

 

(28.8

 

 

(132.7

 

 

(131.4

Cash flows from financing activities

  

 

(13.3

 

 

(2.4

 

 

(69.5

 

 

(12.0

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

  

 

(2.6

)  

 

 

(0.8

 

 

(1.4

 

 

(0.9

)  

Increase (decrease) in cash

  

 

31.6

 

 

 

78.7

 

 

 

(45.5

)  

 

 

88.2

 

Cash and cash equivalents, beginning

  

 

79.5

  

 

 

77.9

  

 

 

156.6

  

 

 

68.4

  

Cash and cash equivalents, ending

  

$

111.1

  

 

$

156.6

  

 

$

111.1

  

 

 

156.6

  

We present Adjusted EBITDA, a non-GAAP financial measure, because we use such measure to: (i) monitor the performance of our business, (ii) evaluate our liquidity, and (iii) determine levels of incentive compensation. We believe the presentation of this measure will enhance the ability of our investors to analyze trends in our business, evaluate our performance relative to other companies in the industry, and evaluate our ability to service debt.

Adjusted EBITDA is not a presentation made in accordance with generally accepted accounting principles, and therefore, differences may exist in the manner in which other companies calculate this measure. Adjusted EBITDA should not be considered an alternative to (i) net income, as a measure of operating performance, or (ii) 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 measured in accordance with GAAP.

 

 

 

6


 

Exhibit (4)

 

Actual and Projected Store Count and Square Footage

(unaudited)

 

 

  

Fiscal 2014 (Actual)

 

Quarter

  

Total stores open at
beginning of the
quarter

 

  

Number of stores
opened during the
quarter(1)

 

  

Number of stores closed
during the quarter(1)

 

 

Total stores open at end
of the quarter

 

1st Quarter

  

 

451

 

 

 

7

 

 

 

 

 

 

458

  

2nd Quarter

  

 

458

 

 

 

10

 

 

 

(1

)

 

 

467

  

3rd Quarter

  

 

467

 

 

 

28

 

 

 

 

 

 

495

  

4th Quarter

  

 

495

 

 

 

10

 

 

 

(1

)

 

 

504

  

 

 

  

Fiscal 2014 (Actual)

 

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

  

 

2,585,539

 

 

 

34,229

 

 

 

(147

)

 

 

2,619,621

  

2nd Quarter

  

 

2,619,621

 

 

 

54,303

 

 

 

(7,524

)

 

 

2,666,400

  

3rd Quarter

  

 

2,666,400

 

 

 

136,975

 

 

 

 

 

 

2,803,375

  

4th Quarter

  

 

2,803,375

 

 

 

50,919

 

 

 

(5,972

)

 

 

2,848,322

  

 

 

  

Fiscal 2015 (Projected)

 

 

  

Total stores open at
beginning of the year

 

  

Number of stores
opened during the
year(2)

 

  

Number of stores closed
during the year(2)

 

 

Total stores open at end
of the year

 

Fiscal year

  

 

504

  

  

 

52

  

  

 

(3

 

 

553

  

 

 

  

Fiscal 2015 (Projected)

 

 

  

Total gross square feet
at beginning of the year

 

  

Gross square feet for
stores opened or
expanded during the
year

 

  

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

 

 

Total gross square feet
at end of the year

 

Fiscal year

  

 

2,848,322

  

  

 

234,447

  

  

 

(26,121

 

 

3,056,648

  

(1)

Actual number of stores opened or closed during fiscal 2014 by channel are as follows:

Q1 – One international retail, one factory, and five Madewell stores.

Q2 – Four international retail, four factory, one international factory, and one Madewell store. Close one retail store.

Q3 – Nine retail, two international retail, seven factory, one international factory, and nine Madewell stores.

Q4 One retail, four factory, and five Madewell stores. Close one retail store.

(2)

The detail of projected number of stores to be opened or closed during fiscal 2015 is as follows:

 

 

  

Retail

 

 

Factory

 

  

Madewell

 

  

International

Retail

 

  

International

Factory

 

  

Total

 

Open

  

 

5

  

 

 

20

  

  

 

20

  

  

 

6

  

  

 

1

  

  

 

52

  

Close

  

 

(3

 

 

 

  

 

 

  

 

 

  

 

 

  

 

(3

Net

  

 

2

  

 

 

20

  

  

 

20

  

  

 

6

  

  

 

1

  

  

 

49

  

 

 

7