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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

ý

 

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

 

 

 

For the quarterly period ended May 1, 2004

 

 

 

Or

 

 

 

o

 

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.

 

 

 

 

 

333-42427

 

J. CREW GROUP, INC.
(Incorporated in New York)

770 Broadway
New York, New York 10003
Telephone: (212) 209-2500

 

22-2894486

 

 

 

 

 

333-107211

 

J. CREW INTERMEDIATE LLC
(Formed in Delaware)

770 Broadway
New York, New York 10003
Telephone: (212) 209-2500

 

N/A

 

 

 

 

 

333-42423

 

J. CREW OPERATING CORP.
(Incorporated in Delaware)

770 Broadway
New York, New York 10003
Telephone: (212) 209-2500

 

22-3540930

 

Indicate by check mark whether each 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 ý    No o

 

Indicate by a check mark whether any of the registrants is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

 

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

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Outstanding at June 1, 2004

 


 

J. Crew Group, Inc.

 

12,197,978 shares of common stock, par value $.01 per share

J. Crew Intermediate LLC

 

100% of its membership interests are owned by J. Crew Group, Inc.

J. Crew Operating Corp.

 

100 shares of common stock, par value $.01 per share (all of which are owned by J. Crew Intermediate LLC)

 

This Quarterly Report on Form 10-Q is a combined report being filed by three different registrants: J. Crew Group, Inc., J. Crew Intermediate LLC (a wholly-owned subsidiary of J. Crew Group, Inc.) and J. Crew Operating Corp. (a wholly-owned subsidiary of J. Crew Intermediate LLC).  The information contained herein relating to each individual registrant is filed by such registrant on its own behalf. No registrant makes any representation as to information relating to any other registrant.

 

J. Crew Intermediate LLC and J. Crew Operating Corp. meet the conditions set forth in General Instruction (I)(1)(a) and (b) of the Form 10-Q and are therefore filing this Form 10-Q with the reduced disclosure format.

 

 



 

PART I – FINANCIAL INFORMATION

 

ITEM I. FINANCIAL STATEMENTS

 

J. CREW GROUP, INC. AND

SUBSIDIARIES

 

Condensed Consolidated Balance Sheets

 

 

 

May 1,
2004

 

January 31,
2004

 

 

 

(unaudited)
(in thousands)

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

31,635

 

$

49,650

 

Merchandise inventories

 

84,721

 

66,028

 

Prepaid expenses and other current assets

 

22,852

 

23,633

 

Refundable income taxes

 

9,320

 

9,320

 

Total current assets

 

148,528

 

148,631

 

 

 

 

 

 

 

Property and equipment - at cost

 

284,374

 

284,945

 

Less accumulated depreciation and amortization

 

(153,271

)

(146,565

)

Property and equipment, net

 

131,103

 

138,380

 

 

 

 

 

 

 

Other assets

 

12,705

 

13,500

 

Total assets

 

$

292,336

 

$

300,511

 

 

 

 

 

 

 

Liabilities and Stockholders’ Deficit

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

1,164

 

$

1,164

 

Accounts payable and other current liabilities

 

98,854

 

97,175

 

Federal and state income taxes

 

830

 

1,175

 

Total current liabilities

 

100,848

 

99,514

 

 

 

 

 

 

 

Deferred credits

 

55,352

 

56,723

 

 

 

 

 

 

 

Long-term debt (includes redeemable preferred stock)

 

535,163

 

516,640

 

 

 

 

 

 

 

Preferred stock

 

92,800

 

92,800

 

 

 

 

 

 

 

Stockholders’ deficit

 

(491,827

)

(465,166

)

 

 

 

 

 

 

Total liabilities and stockholders’ deficit

 

$

292,336

 

$

300,511

 

 

See notes to unaudited condensed consolidated financial statements.

 

2



 

J. CREW GROUP, INC. AND

SUBSIDIARIES

 

Condensed Consolidated Statements of Operations

 

 

 

Thirteen weeks ended

 

 

 

May 1,
2004

 

May 3,
2003

 

 

 

(unaudited)
(in thousands)

 

Revenues:

 

 

 

 

 

Net sales

 

$

140,575

 

$

152,592

 

Other

 

4,837

 

8,903

 

 

 

145,412

 

161,495

 

 

 

 

 

 

 

Cost of goods sold, including buying and occupancy costs

 

84,200

 

103,030

 

 

 

 

 

 

 

Gross profit

 

61,212

 

58,465

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

63,557

 

68,330

 

 

 

 

 

 

 

Loss from operations

 

(2,345

)

(9,865

)

 

 

 

 

 

 

Interest expense – net

 

(20,962

)

(9,762

)

 

 

 

 

 

 

Loss before income taxes

 

(23,307

)

(19,627

)

 

 

 

 

 

 

Income taxes

 

 

 

 

 

 

 

 

 

Net loss

 

$

(23,307

)

$

(19,627

)

 

See notes to unaudited condensed consolidated financial statements.

 

3



 

J. CREW GROUP, INC. AND

SUBSIDIARIES

 

Condensed Consolidated Statements of Cash Flows

 

 

 

Thirteen weeks ended

 

 

 

May 1,
2004

 

May 3,
2003

 

 

 

(unaudited)
(in thousands)

 

Cash flow from operating activities:

 

 

 

 

 

Net loss

 

$

(23,307

)

$

(19,627

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

Depreciation and amortization

 

9,163

 

10,369

 

Amortization of deferred financing costs

 

570

 

467

 

Amortization of deferred compensation

 

10

 

10

 

Non-cash interest expense (including non-cash preferred stock dividends of $7,675 and $—) in 2004 and 2003, respectively

 

15,450

 

4,184

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

Merchandise inventories

 

(18,693

)

7,064

 

Prepaid expenses and other current assets

 

781

 

4,690

 

Other assets

 

225

 

(113

)

Accounts payable and other liabilities

 

(157

)

(29,806

)

Federal and state income taxes

 

(345

)

(201

)

 

 

 

 

 

 

Net cash used in operating activities

 

(16,303

)

(22,963

)

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Capital expenditures

 

(1,886

)

(2,467

)

Proceeds from construction allowances

 

465

 

1,000

 

 

 

 

 

 

 

Net cash used in investing activities

 

(1,421

)

(1,476

)

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Additional long-term debt

 

 

25,820

 

Costs incurred in connection with debt financing

 

 

(400

)

Repayment of long-term debt

 

(291

)

 

Net cash provided by/(used in) financing activities

 

(291

)

25,420

 

 

 

 

 

 

 

Increase/(decrease) in cash and cash equivalents

 

(18,015

)

981

 

 

 

 

 

 

 

Cash and cash equivalents - beginning of period

 

49,650

 

18,895

 

 

 

 

 

 

 

Cash and cash equivalents - end of period

 

$

31,635

 

$

19,876

 

 

 

 

 

 

 

Non-cash financing activities:

 

 

 

 

 

Dividends on preferred stock (reflected directly in stockholders’ deficit)

 

$

3,364

 

$

9,607

 

 

 

 

 

 

 

Interest payable on 13 1/8% Senior Discount Debentures at February 1, 2003 that was added to the principal amount of debt

 

$

 

$

4,416

 

 

See notes to unaudited condensed consolidated financial statements.

 

4



 

J. CREW INTERMEDIATE LLC

 

Condensed Consolidated Balance Sheets

 

 

 

May 1,
2004

 

January 31,
2004

 

 

 

(unaudited)
(in thousands)

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

31,635

 

$

49,650

 

Merchandise inventories

 

84,721

 

66,028

 

Prepaid expenses and other current assets

 

22,852

 

23,633

 

Refundable income taxes

 

9,320

 

9,320

 

Total current assets

 

148,528

 

148,631

 

 

 

 

 

 

 

Property and equipment - at cost

 

284,374

 

284,945

 

Less accumulated depreciation and amortization

 

(153,271

)

(146,565

)

Property and equipment, net

 

131,103

 

138,380

 

 

 

 

 

 

 

Investment in debentures of J. Crew Group, Inc.

 

131,083

 

131,083

 

 

 

 

 

 

 

Intercompany interest receivable

 

16,965

 

12,665

 

Other assets

 

12,547

 

13,333

 

Total assets

 

$

440,226

 

$

444,092

 

 

 

 

 

 

 

Liabilities and Membership Interests

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

1,164

 

$

1,164

 

Accounts payable and other current liabilities

 

98,738

 

96,335

 

Federal and state income taxes

 

830

 

1,175

 

Total current liabilities

 

100,732

 

98,674

 

 

 

 

 

 

 

Long-term debt

 

290,754

 

283,269

 

 

 

 

 

 

 

Deferred credits

 

55,352

 

56,723

 

 

 

 

 

 

 

Due to J. Crew Group, Inc.

 

7,071

 

8,506

 

 

 

 

 

 

 

Membership interests

 

(13,683

)

(3,080

)

 

 

 

 

 

 

Total liabilities and membership interests

 

$

440,226

 

$

444,092

 

 

See notes to unaudited condensed consolidated financial statements.

 

5



 

J. CREW INTERMEDIATE LLC

 

Condensed Consolidated Statements of Operations

 

 

 

Thirteen weeks ended

 

 

 

May 1,
2004

 

May 3,
2003

 

 

 

(unaudited)
(in thousands)

 

Revenues:

 

 

 

 

 

Net sales

 

$

140,575

 

$

152,592

 

Other

 

4,837

 

8,903

 

 

 

145,412

 

161,495

 

 

 

 

 

 

 

Cost of goods sold, including buying and occupancy costs

 

84,200

 

103,030

 

 

 

 

 

 

 

Gross profit

 

61,212

 

58,465

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

63,547

 

68,320

 

 

 

 

 

 

 

Loss from operations

 

(2,335

)

(9,855

)

 

 

 

 

 

 

Interest expense – net

 

(12,568

)

(5,060

)

 

 

 

 

 

 

Intercompany interest income

 

4,300

 

 

 

 

 

 

 

 

Loss before income taxes

 

(10,603

)

(14,915

)

 

 

 

 

 

 

Income taxes

 

 

 

 

 

 

 

 

 

Net loss

 

$

(10,603

)

$

(14,915

)

 

See notes to unaudited condensed consolidated financial statements.

 

6



 

J. CREW INTERMEDIATE LLC

 

Condensed Consolidated Statements of Cash Flows

 

 

 

Thirteen weeks ended

 

 

 

May 1,
2004

 

May 3,
2003

 

 

 

(unaudited)
(in thousands)

 

Cash flow from operating activities:

 

 

 

 

 

Net loss

 

$

(10,603

)

$

(14,915

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

Depreciation and amortization

 

9,163

 

10,369

 

Amortization of deferred financing costs

 

560

 

410

 

Non-cash interest expense

 

7,775

 

250

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

Merchandise inventories

 

(18,693

)

7,064

 

Prepaid expenses and other current assets

 

781

 

4,690

 

Other assets

 

225

 

(113

)

Accounts payable and other liabilities

 

569

 

(30,517

)

Federal and state income taxes

 

(345

)

(201

)

 

 

 

 

 

 

Net cash used in operating activities

 

(10,568

)

(22,963

)

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Capital expenditures

 

(1,886

)

(2,476

)

Proceeds from construction allowances

 

465

 

l,000

 

 

 

 

 

 

 

Net cash used in investing activities

 

(1,421

)

(l,476

)

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Additional long-term debt

 

 

25,820

 

Costs incurred in connection with debt financing

 

 

(400

)

Transfers to affiliates

 

(5,735

)

 

Repayment of long-term debt

 

(291

)

 

 

 

 

 

 

 

Net cash provided by/(used in) financing activities

 

(6,026

)

25,420

 

 

 

 

 

 

 

Increase/(decrease) in cash and cash equivalents

 

(18,015

)

981

 

 

 

 

 

 

 

Cash and cash equivalents - beginning of period

 

49,650

 

18,895

 

Cash and cash equivalents - end of period

 

$

31,635

 

$

19,876

 

 

 

 

 

 

 

Non-cash financing activities:

 

 

 

 

 

Dividends to J. Crew Group, Inc. (reflected directly in membership interests)

 

$

 

$

9,320

 

 

See notes to unaudited condensed consolidated financial statements.

 

7



 

J. CREW OPERATING CORP. AND

SUBSIDIARIES

 

Condensed Consolidated Balance Sheets

 

 

 

May 1,
2004

 

January 31,
2004

 

 

 

(unaudited)
(in thousands)

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

31,635

 

$

49,650

 

Merchandise inventories

 

84,721

 

66,028

 

Prepaid expenses and other current assets

 

22,852

 

23,633

 

Refundable income taxes

 

9,320

 

9,320

 

 

 

 

 

 

 

Total current assets

 

148,528

 

148,631

 

 

 

 

 

 

 

Property and equipment - at cost

 

284,374

 

284,945

 

Less accumulated depreciation and amortization

 

(153,271

)

(146,565

)

Property and equipment, net

 

131,103

 

138,380

 

 

 

 

 

 

 

Other assets

 

10,434

 

11,091

 

Total assets

 

$

290,065

 

$

298,102

 

 

 

 

 

 

 

Liabilities and Stockholder’s Deficit

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

1,164

 

$

1,164

 

Accounts payable and other current liabilities

 

98,731

 

96,328

 

Federal and state income taxes

 

830

 

1,175

 

 

 

 

 

 

 

Total current liabilities

 

100,725

 

98,667

 

 

 

 

 

 

 

Deferred credits

 

55,352

 

56,723

 

 

 

 

 

 

 

Long-term debt

 

174,839

 

174,880

 

 

 

 

 

 

 

Due to J. Crew Group, Inc.

 

4,462

 

5,897

 

 

 

 

 

 

 

Stockholder’s deficit

 

(45,313

)

(38,065

)

 

 

 

 

 

 

Total liabilities and stockholder’s deficit

 

$

290,065

 

$

298,102

 

 

See notes to unaudited condensed consolidated financial statements.

 

8



 

J. CREW OPERATING CORP. AND

SUBSIDIARIES

 

Condensed Consolidated Statements of Operations

 

 

 

Thirteen weeks ended

 

 

 

May 1,
2004

 

May 3,
2003

 

 

 

(unaudited)
(in thousands)

 

Revenues

 

 

 

 

 

Net sales

 

$

140,575

 

$

152,592

 

Other

 

4,837

 

8,903

 

 

 

145,412

 

161,495

 

 

 

 

 

 

 

Cost of goods sold, including buying and occupancy costs

 

84,200

 

103,030

 

 

 

 

 

 

 

Gross profit

 

61,212

 

58,465

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

63,547

 

68,320

 

 

 

 

 

 

 

Loss from operations

 

(2,335

)

(9,855

)

 

 

 

 

 

 

Interest expense – net

 

(4,913

)

(5,060

)

 

 

 

 

 

 

Loss before income taxes

 

(7,248

)

(14,915

)

 

 

 

 

 

 

Income taxes

 

 

 

 

 

 

 

 

 

Net loss

 

$

(7,248

)

$

(14,915

)

 

See notes to unaudited condensed consolidated financial statements.

 

9



 

J. CREW OPERATING CORP. AND

SUBSIDIARIES

 

Condensed Consolidated Statements of Cash Flows

 

 

 

Thirteen weeks ended

 

 

 

May 1,
2004

 

May 3,
2003

 

 

 

(unaudited)
(in thousands)

 

Cash flow from operating activities:

 

 

 

 

 

Net loss

 

$

(7,248

)

$

(14,915

)

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

Depreciation and amortization

 

9,163

 

10,369

 

Amortization of deferred financing costs

 

432

 

410

 

Non-cash interest expense

 

250

 

250

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

Merchandise inventories

 

(18,693

)

7,064

 

Prepaid expenses and other current assets

 

781

 

4,690

 

Other assets

 

225

 

(113

)

Accounts payable and other liabilities

 

567

 

(30,517

)

Federal and state income taxes

 

(345

)

(201

)

Net cash used in operating activities

 

(14,868

)

(22,963

)

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Capital expenditures

 

(1,886

)

(2,476

)

Proceeds from construction allowances

 

465

 

1,000

 

Net cash used in investing activities

 

(1,421

)

(1,476

)

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Additional long-term debt

 

 

25,820

 

Costs incurred in connection with debt financing

 

 

(400

)

Repayment of long-term debt

 

(291

)

 

Transfers to affiliates

 

(1,435

)

 

Net cash provided by/(used in) financing activities

 

(1,726

)

25,420

 

 

 

 

 

 

 

Increase/(decrease) in cash and cash equivalents

 

(18,015

)

981

 

Cash and cash equivalents - beginning of period

 

49,650

 

18,895

 

Cash and cash equivalents - end of period

 

$

31,635

 

$

19,876

 

 

 

 

 

 

 

Non-cash financing activities:

 

 

 

 

 

Dividends to J. Crew Group, Inc. (reflected directly in stockholders’ deficit)

 

$

 

$

9,320

 

 

See notes to unaudited condensed consolidated financial statements.

 

10



 

J. CREW GROUP, INC. AND SUBSIDIARIES

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Thirteen weeks ended May 1, 2004 and May 3, 2003

 

1.                 Basis of Presentation

 

The consolidated financial statements presented herein are as follows:

 

a.                    J. Crew Operating Corp. and its wholly-owned subsidiaries (collectively, “Operating Corp.”), which consist of the accounts of J. Crew Operating Corp. and its wholly-owned subsidiaries.

 

b.                   J. Crew Intermediate LLC and its wholly-owned subsidiaries (collectively, “Intermediate”), which consist of the accounts of J. Crew Intermediate LLC and Operating Corp.

 

c.                    J. Crew Group, Inc. and its wholly-owned subsidiaries (collectively, “Holdings”), which consist of the accounts of J. Crew Group, Inc. and Intermediate.

 

All significant intercompany balances and transactions are eliminated in consolidation.

 

Intermediate was formed in Delaware as a limited liability company on March 27, 2003.  100% of the membership interests of Intermediate are owned by Holdings.  Effective May 2003, Holdings transferred its investment in J. Crew Operating Corp. and subsidiaries to Intermediate.  This combination of entities under common control was accounted for in a manner similar to a pooling of interests.  On May 6, 2003, Intermediate issued 193,346,138 aggregate principal amount at maturity of 16% senior discount contingent principal notes due 2008 in exchange for $131,083,000 in aggregate principal amount (including accrued interest of $10,750,000) of outstanding 13 1/8% senior discount debentures of Holdings.  The 13 1/8% senior discount debentures of Holdings that were exchanged are being held as an intercompany asset by Intermediate, and interest income received by Intermediate from Holdings during the thirteen weeks ended May 1, 2004 was $4.3 million.

 

The accompanying financial statements of Intermediate include the balance sheet of Intermediate and its subsidiaries at May 1, 2004 and the statements of operations and cash flows for the thirteen week period then ended.  The statements of operations and cash flows of Intermediate for the three months ended May 3, 2003 consist of the operations of Operating Corp. (the predecessor business).

 

The condensed consolidated balance sheet as of May 1, 2004 and the condensed consolidated statements of operations and cash flows for the thirteen week periods ended May 1, 2004 and May 3, 2003 have been prepared by the Company and have not been audited.  In the opinion of management, all adjustments, consisting of only normal recurring adjustments necessary for the fair presentation of the financial position, results of operations and cash flows have been made.

 

Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  These financial statements should be read in conjunction with the financial statements and notes thereto included in the consolidated financial statements for the fiscal year ended January 31, 2004.

 

The results of operations for the thirteen-week period ended May 1, 2004 are not necessarily indicative of the operating results for the full fiscal year.

 

2.                 Recent Accounting Pronouncements

 

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”.  This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity.  It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances).  Many of those instruments were previously classified as equity.  The provisions of this statement were effective at the beginning of the first interim period beginning after June 15, 2003.  The adoption of SFAS No. 150 resulted in a reclassification of the liquidation value and accumulated and unpaid dividends of the Series B preferred stock and the accumulated and unpaid dividends related to the Series A preferred stock to liabilities, which total $222.7 million as of May 1, 2004.  In connection with this reclassification, the dividends related to the Series B preferred stock and the accreted dividends of the Series A preferred stock are included in interest expense.

 

 

11



 

In December 2003, the FASB revised and reissued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities”.  FIN No. 46 requires unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively dispense the risks and rewards of ownership among their owners and other parties involved.  The provisions of FIN No. 46 must be applied no later than as of the end of the first reporting period ending after March 5, 2004.  The adoption of FASB Interpretation No. 46 did not have any effect on our financial statements.

 

3.                 Long-term debt

 

Long-term debt consists of the following:

 

 

 

May 1,
2004

 

January 31,
2004

 

 

 

(in thousands)

 

Operating Corp.:

 

 

 

 

 

Congress Credit Facility

 

$

4,753

 

$

5,044

 

5% notes payable

 

21,250

 

21,000

 

10 3/8% senior subordinated notes

 

150,000

 

150,000

 

 

 

176,003

 

176,044

 

Less amount due within one year

 

(1,164

)

(1,164

)

Total Operating Corp.

 

$

174,839

 

$

174,880

 

 

 

 

 

 

 

Intermediate:

 

 

 

 

 

16% senior discount contingent principal notes, net of debt issuance discount of $36,793 and $38,677

 

115,915

 

108,389

 

Total Intermediate

 

$

290,754

 

$

283,269

 

 

 

 

 

 

 

Holdings:

 

 

 

 

 

13 1/8% senior discount debentures

 

21,667

 

21,667

 

Mandatorily redeemable preferred stock

 

222,742

 

211,704

 

Total Holdings

 

$

535,163

 

$

516,640

 

 

4.                 Reclassifications

 

Certain prior year amounts have been reclassified to conform to current year’s presentation.

 

12



 

Forward-Looking Statements

 

Certain statements in this Report on Form 10-Q constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We may also make written or oral forward-looking statements in our periodic reports to the Securities and Exchange Commission on Forms 10-K, 10-Q, 8-K, etc., in press releases and other written materials and in oral statements made by our officers, directors or employees to third parties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company, or industry results, to differ materially from historical results, any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, competitive pressures in the apparel industry, changes in levels of consumer spending or preferences in apparel and acceptance by customers of the Company’s products, overall economic conditions, governmental regulations and trade restrictions, acts of war or terrorism in the United States or worldwide, political or financial instability in the countries where the Company’s goods are manufactured, postal rate increases, paper and printing costs, availability of suitable store locations at appropriate terms, the level of the Company’s indebtedness and exposure to interest rate fluctuations, and other risks and uncertainties described in this report and the Company’s other reports and documents filed or which may be filed, from time to time, with the Securities and Exchange Commission. These statements are based on current plans, estimates and projections, and therefore, you should not place undue reliance on them. Forward-looking statements speak only as of the date they are made and we undertake no obligation to update publicly any of them in light of new information or future events.

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Management’s discussion and analysis of the results of operations are provided solely with respect to J. Crew Operating Corp. and its subsidiaries since substantially all of our operations are conducted by J. Crew Operating Corp.  However, J. Crew Intermediate LLC and J. Crew Group, Inc. have outstanding additional debt securities and preferred stock and debt securities of J. Crew Group, Inc. are being held as an intercompany asset by Intermediate.  Accordingly, information with respect to interest income and expense of each of those entities is also provided herein.  The discussion of liquidity and capital resources pertains to J. Crew Group, Inc. and its consolidated subsidiaries, including J. Crew Intermediate LLC and J. Crew Operating Corp.

 

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 year ended January 31, 2004 filed with the Securities and Exchange Commission.

 

Results of Operations – Thirteen Weeks Ended May 1, 2004 Compared to Thirteen Weeks Ended May 3, 2003

 

Revenues for the thirteen weeks ended May 1, 2004 decreased to $145.4 million from $161.5 million in the thirteen weeks ended May 3, 2003, a decrease of 10.0%.

 

Revenues of the retail division (including J. Crew Retail stores and J. Crew Factory stores) increased to $104.0 million in the first quarter of 2004 from $97.6 million in the first quarter of 2003.  This increase was due to an increase of 3.9% in comparable store sales in the first quarter of 2004 and sales from stores not open in the first quarter of 2003.  There were 154  J. Crew Retail stores and 42 J. Crew Factory stores open at May 1, 2004 and May 3, 2003.

 

Revenues of the Direct division (which consists of the Internet and catalog operations) decreased to $36.6 million in the first quarter of 2004 from $55.0 million in the first quarter of 2003.  Revenues from the Internet operation decreased to $21.2 million in the first quarter of 2004 from $36.6 million in the first quarter of 2003.  Catalog revenues in the first quarter of 2004 decreased to $15.4 million from $18.4 million in the first quarter of 2003.  The decrease in Direct revenues was due to (a) a 28% reduction in pages circulated to 964 million in 2004 from 1.33 billion in 2003 primarily from the elimination of two “women’s only” editions, (b) the reduction in clearance activities which particularly impacted the revenues of the Internet operation and (c) reduced inventory levels.

 

Other revenues, which consist of shipping and handling fees and royalties, decreased to $4.8 million in the first quarter of 2004 from $8.9 million in the first quarter of 2003 due to a reduction in shipping and handling fees as a result of the decline in the revenues of the Direct division.

 

13



 

Gross margin increased as a percentage of revenues to 42.1% in the first quarter of 2004 from 36.2% in the first quarter of 2003.  This increase was attributable to an increase in merchandise margins of 880 basis points from decreased markdowns across all channels and a significant reduction in clearance activities.  The merchandise margin in the first quarter of 2004 was reduced by 290 basis points from the effect that the decrease in net sales had on buying and occupancy costs as a percentage of revenues as these expenses were relatively fixed during both periods.  The first quarter of 2003 was negatively impacted by clearance activities as we adopted a new inventory strategy of liquidating current season inventories in season and commenced the disposition of prior season inventories.  This change continued to impact 2003 gross margin through the end of the second quarter.

 

Selling, general and administrative expenses decreased to $63.5 million (43.7% of revenues) in the first quarter of 2004 from $68.3 million (42.3% of revenues) in the 2003 first quarter.  This decrease can be attributed primarily to a reduction of $2.3 million in selling expense in the Direct division due to the decrease in pages circulated and a $1.2 million decrease in depreciation and amortization.  The 2003 first quarter was negatively impacted by $900,000 of severance expense.

 

Interest expense, net, consists of:

 

 

 

Operating Corp.

 

Intermediate

 

Holdings

 

 

 

 

 

 

 

 

 

Thirteen weeks ended May 1, 2004:

 

 

 

 

 

 

 

Interest - cash

 

$

4,231

 

$

4,231

 

$

4,940

 

Non-cash interest:

 

 

 

 

 

 

 

Interest on notes

 

250

 

5,891

 

5,891

 

Amortization of deferred financing costs

 

432

 

560

 

570

 

Amortization of debt issuance costs

 

 

1,886

 

1,886

 

Dividends on mandatorily redeemable preferred stock

 

 

 

7,675

 

Total interest expense

 

$

4,913

 

$

12,568

 

$

20,962

 

 

 

 

 

 

 

 

 

Thirteen weeks ended May 3, 2003:

 

 

 

 

 

 

 

Interest - cash

 

$

4,400

 

$

4,400

 

$

5,097

 

Non-cash interest:

 

 

 

 

 

 

 

Interest on notes

 

250

 

250

 

4,198

 

Amortization of deferred financing costs

 

410

 

410

 

467

 

Total interest expense

 

$

5,060

 

$

5,060

 

$

9,762

 

 

 

 

 

 

 

 

 

Increase (decrease) in interest expense

 

$

(147

)

$

7,508

 

$

11,200

 

 

The increase in interest expense at Intermediate of $7.5 million results from the issuance of $193,346,138 aggregate principal amount at maturity of the 16% senior discount contingent principal notes due 2008 of Intermediate in connection with the exchange offer completed on May 6, 2003 and consists of interest expense of $5.6 million and amortization of debt issuance discount and deferred financing costs of $1.9 million.

 

Holdings’ interest expense increased by $11.2 million due to the classification of $7.7 million of dividends on mandatorily redeemable preferred stock as interest expense commencing in the third quarter of 2003, which was recorded as a direct charge to stockholders deficit in the first quarter, and additional interest expense and amortization of debt issuance costs resulting from the exchange of Holding’s 13 1/8% senior discount debentures for the 16% senior discount contingent principal notes of Intermediate.

 

No tax benefit was attributed to the pre-tax loss in the first quarter of 2004 and 2003.  We fully reserved our net deferred tax assets at January 31, 2004.  We do not expect to recognize any tax benefits in future results of operations until an appropriate level of profitability is sustained.

 

14



 

Liquidity and Capital Resources

 

Our sources of liquidity are primarily cash flows from operations and borrowings under our working capital credit facility. Our primary cash needs are for capital expenditures incurred primarily for opening new stores and system enhancements, debt service requirements and working capital.

 

On December 23, 2002, Operating Corp. entered into a Loan and Security Agreement with Wachovia Bank, N.A., as arranger, Congress Financial Corporation, as administrative and collateral agent, and a syndicate of lenders which provides for maximum credit availability of up to $180.0 million (the “Congress Credit Facility”).  The Congress Credit Facility expires in December 2005 and provides for revolving loans of up to $160.0 million; supplemental loans of up to $20.0 million each year during the period from April 15 to September 15; and letter of credit accommodations.  The total amount of availability is limited to the sum of 85% of eligible receivables, 90% of the net recovery percentage of inventories (as determined by inventory appraisal) for the period of August 1 through November 30, 85% of the net recovery percentage of inventories for the period December 1 through July 31 and the remaining outstanding balance of the real estate availability loan.

 

The Congress Credit Facility includes restrictions, including the incurrence of additional indebtedness, the payment of dividends and other distributions, the making of investments, the granting of loans and the making of capital expenditures.  We are required to maintain minimum levels of earnings before interest, taxes, depreciation, amortization and certain non-cash items (“EBITDA”) if excess availability is less than $15.0 million for any 30 consecutive day period.  We have at all times been in compliance with all financial covenants under the Congress Credit Facility.

 

At May 1, 2004, there was $32.0 million in availability under the Congress Credit Facility.  There were no short-term borrowings under the Congress Credit Facility at May 1, 2004 or May 3, 2003.

 

Cash used in operations decreased to $16.3 million in the first quarter of 2004 from $23.0 million in the first quarter of 2003, primarily as a result of the decrease in loss from operations of $7.5 million.

 

Capital expenditures, net of construction allowances, were $1.4 million for the first quarter of 2004 compared to $1.5 million in the first quarter of 2003.  Capital expenditures for fiscal year 2004 are expected to be approximately $10.0 million.  Two new stores have opened to date in fiscal 2004 and an additional three new stores are planned to open in fiscal 2004.

 

Long-term indebtedness increased by $25.8 million in the first quarter of 2003 consisting of $20.0 million of notes payable due in 2008 and $5.8 million under the Congress Credit Facility repayable over a period of 60 months commencing June 1, 2003.

 

Management believes that invested cash, cash flow from operations, and availability under the Congress Credit Facility will provide adequate funds for our foreseeable working capital needs, planned capital expenditures and debt service obligations.  Our ability to fund our operations and make planned capital expenditures, to make scheduled debt payments, to refinance indebtedness and to remain in compliance with the financial covenants under our debt agreements depends on our future operating performance and cash flow, which in turn, are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control.

 

15



 

Off Balance Sheet Arrangements

 

We enter into letters of credit to facilitate the international purchase of merchandise.  Standby letters of credit are required to secure certain obligations.

 

 

 

Within 1
Year

 

2-3 Years

 

4-5 Years

 

After 5
Years

 

Total

 

 

 

(dollars in millions)

 

Letters of Credit

 

 

 

 

 

 

 

 

 

 

 

Standby

 

$—

 

$—

 

$—

 

$2.7

 

$2.7

 

Import

 

46.4

 

 

 

 

46.4

 

 

 

$46.4

 

$—

 

$—

 

$2.7

 

$49.1

 

 

Contractual Obligations

 

The following summarizes our contractual obligations as of May 1, 2004 and the effect such obligations are expected to have on our liquidity and cash flows in future periods.

 

 

 

Within 1
Year

 

2-3 Years

 

4-5 Years

 

After 5
Years

 

Total

 

 

 

(dollars in millions)

 

Long-term debt obligations(1)

 

$1.2

 

$2.4

 

$346.9

 

$—

 

$350.5

 

Redeemable preferred stock(2)

 

 

 

 

222.7

 

222.7

 

Operating lease obligations(3)

 

52.4

 

96.4

 

84.3

 

116.2

 

349.3

 

Purchase obligations

 

 

 

 

 

 

 

 

 

 

 

Inventory commitments

 

211.2

 

 

 

 

211.2

 

Other

 

4.5

 

9.0

 

2.4

 

 

15.9

 

Employment agreements

 

1.8

 

3.6

 

3.6

 

 

9.0

 

 

 

$271.1

 

$111.4

 

$437.2

 

$338.9

 

$1,158.6

 

 


(1)               Excludes unamortized debt issuance discount.

(2)               Included in long-term debt in the financial statements.

(3)               Operating lease obligations represent obligations under various long-tem operating leases entered in the normal course of business for retail and factory stores, warehouses, office space and equipment requiring minimum annual rentals.  Operating lease expense is a significant component of our operating expenses.  The lease terms range for various rental markets and are entered into at different times, which mitigates exposure to market changes which could have a material effect on our results of operations within any given year.

 

Seasonality

 

We experience two distinct selling seasons, spring and fall.  The spring season is comprised of the first and second quarters and the fall season is comprised of the third and fourth quarters.  Net sales are usually substantially higher in the fall season and selling, general and administrative expenses as a percentage of net sales are usually higher in the spring season.  Approximately 31% of annual net sales in fiscal year 2003 occurred in the fourth quarter.  Our working capital requirements also fluctuate throughout the year, increasing substantially in September and October in anticipation of the holiday season inventory requirements.

 

Critical Accounting Policies

 

A summary of our critical accounting policies is included in the Management’s Discussion and Analysis section of our Annual Report on Form 10-K for the year ended January 31, 2004 filed with the Securities and Exchange Commission.

 

16



 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

Our principal market risk relates to interest rate sensitivity, which is the risk that future changes in interest rates will reduce our net income or net assets.  Our variable rate debt consists of borrowings under the Congress Credit Facility.  The interest rates are a function of the bank prime rate or LIBOR.  A one percentage point increase in the base interest rate would result in approximately $100,000 change in income before taxes for each $10 million of borrowings.

 

We have a licensing agreement in Japan which provides for royalty payments based on sales of J. Crew merchandise as denominated in yen.  We have entered into forward foreign exchange contracts from time to time in order to minimize this risk.  At May 1, 2004, there were no forward foreign exchange contracts outstanding.

 

We enter into letters of credit to facilitate the international purchase of merchandise.  The letters of credit are primarily denominated in U.S. dollars.  Outstanding letters of credit at May 1, 2004 were $49.1 million.

 

ITEM 4.  CONTROLS AND PROCEDURES

 

With the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, the Company has conducted an evaluation of its disclosure controls and procedures as of the end of the period covered by this Report. Based on such evaluation, the Company’s Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Report.

 

There were no significant changes in the Company’s internal controls over financial reporting during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

 

17



 

PART II – OTHER INFORMATION

 

ITEM 6.               EXHIBITS AND REPORTS ON FORM 8-K

 

(a)                      Exhibits.

 

31.1*  Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.

 

31.2*  Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.

 

32.1*  Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.

 

(b)                     Reports on Form 8-K.

 

The following reports on Form 8-K were filed during the quarter covered by this report:

 

1.                    Form 8-K filed March 26, 2004 relating to the Company’s financial results for the quarter and fiscal year ended January 31, 2004.

 

2.                    Form 8-K filed April 15, 2004 relating to the appointment of Amanda Bokman as Executive Vice-President and Chief Financial Officer.

 

3.                    Form 8-K filed April 28, 2004 relating to the appointment of Holly Cohen as Vice President, Real Estate, Planning and Construction.

 


*Filed herewith

 

18



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.  The signature for each undersigned company shall be deemed to relate only to matters having reference to such company.

 

 

J. CREW GROUP, INC.

 

(Registrant)

 

 

 

Date:

June 14, 2004

By:

  /s/  Millard S. Drexler

 

 

 

Millard S. Drexler

 

 

Chairman of the Board and

 

 

Chief Executive Officer

 

 

 

Date:

June 14, 2004

By:

  /s/  Amanda J. Bokman

 

 

 

Amanda J. Bokman

 

 

Executive Vice-President and

 

 

Chief Financial Officer

 

 

 

 

 

 

 

J. CREW INTERMEDIATE LLC

 

(Registrant)

 

 

 

Date:

June 14, 2004

By:

  /s/  Millard S. Drexler

 

 

 

Millard S. Drexler

 

 

Chairman of the Board and

 

 

Chief Executive Officer

 

 

 

Date:

June 14, 2004

By:

  /s/  Amanda J. Bokman

 

 

 

Amanda J. Bokman

 

 

Executive Vice-President and

 

 

Chief Financial Officer

 

 

 

 

 

 

 

J. CREW OPERATING CORP.

 

(Registrant)

 

 

 

Date:

June 14, 2004

By:

  /s/  Millard S. Drexler

 

 

 

Millard S. Drexler

 

 

Chairman of the Board and

 

 

Chief Executive Officer

 

 

 

Date:

June 14, 2004

By:

  /s/  Amanda J. Bokman

 

 

 

Amanda J. Bokman

 

 

Executive Vice-President and

 

 

Chief Financial Officer

 

19