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

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Jun 09, 2011, 08:51 ET

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 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 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
1^st Quarter (Actual)		333		5		1		337
2^nd Quarter (Projected)		337		6		0		343
3^rd Quarter (Projected)		343		17		0		360
4^th 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
1^st Quarter (Actual)		2,006,999		31,039		(6,461)		2,031,577
2^nd Quarter (Projected)		2,031,577		21,454		0		2,053,031
3^rd Quarter (Projected)		2,053,031		85,950		0		2,138,981
4^th 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
1^st Quarter		16%		15%		20%
2^nd Quarter		12%		11%		16%
3^rd Quarter		2%		(1%)		12%
4^th Quarter		0%		(5%)		12%

Fiscal 2011
Quarter
1^st Quarter		(3%)		(6%)			5%