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J.Crew Group, Inc. Announces Third Quarter Fiscal 2012 Results

Revenues Rise 16% to $556 Million

NEW YORK, Nov. 28, 2012 /PRNewswire/ -- J.Crew Group, Inc. today announced financial results for the three months and the nine months ended October 27, 2012.

On March 7, 2011, J.Crew was acquired by investment funds affiliated with TPG Capital, L.P. and Leonard Green & Partners, L.P.  Although the Company continued as the same legal entity after the acquisition, last year's financial statements were prepared for the following periods: (i) March 8, 2011 to October 29, 2011 (Successor) and (ii) January 30, 2011 to March 7, 2011 (Predecessor).  To facilitate a meaningful comparison of our results, we have presented a pro forma statement of operations for the first nine months of fiscal 2011, which reflects the combination of the Successor and Predecessor periods, giving effect to the acquisition and related transactions as if they occurred on the first day of the fiscal year.  The results of the third quarter of fiscal 2011 have not been prepared on a pro forma basis, as the transaction was effective prior to the first day of the quarter.       

Third Quarter highlights:

  • Revenues increased 16% to $555.8 million, with comparable company sales increasing 10%.  Comparable company sales increased 5% in the third quarter last year.  Store sales increased 17% to $391.7 million.  Store sales increased 10% in the third quarter last year.  Direct sales increased 13% to $156.8 million following an increase of 18% in the third quarter last year.  
  • Gross margin increased to 47.3% from 42.1% in the third quarter last year.  Last year included amortization of inventory step-up from purchase accounting of $5.8 million.      
  • Selling, general and administrative expenses increased to $188.6 million, or 33.9% of revenues, from $143.9 million, or 30.0% of revenues, in the third quarter last year.  This year reflects additional share-based and incentive compensation of $8.3 million.  Last year included transaction-related net insurance recoveries of $3.6 million.                   
  • Operating income increased to $74.5 million, or 13.4% of revenues, compared to $57.9 million, or 12.1% of revenues, in the third quarter last year.  Operating income last year was negatively impacted by amortization of inventory step-up, partially offset by transaction-related net insurance recoveries noted above.         
  • Net income was $33.2 million compared to $21.6 million in the third quarter last year.  Net income last year included the after-tax effect of the amortization of inventory step-up and transaction-related net insurance recoveries noted above.  
  • Adjusted EBITDA increased to $98.9 million from $83.8 million in the third quarter last year.  An explanation of the manner in which we use adjusted EBITDA and an associated reconciliation to GAAP measures is included in Exhibit (5).    

First Nine Months highlights:

  • Revenues increased 20% to $1,584.8 million, with comparable company sales increasing 13%.  Comparable company sales increased 2% in the first nine months of last year.  Store sales increased 22% to $1,129.8 million.  Store sales increased 4% in the first nine months of last year.  Direct sales increased 16% to $434.1 million following an increase of 12% in the first nine months of last year.   
  • Gross margin increased to 46.7% from 43.1% in the first nine months of last year. 
  • Selling, general and administrative expenses increased to $527.4 million, or 33.3% of revenues, from $418.4 million, or 31.6% of revenues, in the first nine months of last year.  This year reflects additional share-based and incentive compensation of $25.0 million
  • Operating income increased to $212.2 million, or 13.4% of revenues, compared to $152.6 million, or 11.5% of revenues, in the first nine months of last year. 
  • Net income was $85.9 million compared to $46.5 million in the first nine months of last year.    
  • Adjusted EBITDA increased to $289.2 million compared to $222.8 million in the first nine months of last year.  An explanation of the manner in which we use adjusted EBITDA and an associated reconciliation to GAAP measures is included in Exhibit (6).   

Balance Sheet highlights:   

  • Cash and cash equivalents were $195.7 million compared to $142.7 million at the end of the third quarter last year. 
  • Total debt was $1,585 million, consisting of the seven-year senior secured term loan of $1,185 million and the eight-year senior unsecured notes of $400 million, compared to $1,597 million at the end of the third quarter last year. 
  • Inventories were $348.6 million compared to $291.7 million at the end of the third quarter last year.  Inventories and inventories per square foot increased 19% and 11%, respectively.

Subsequent Event

Superstorm Sandy struck the East Coast on October 29, 2012, resulting in (i) personal property damage in three of our stores, one of which will remain closed indefinitely and (ii) temporary closures of 131 additional stores for periods of one to fourteen days.  We believe the impact on revenues will not be material to the results of the fourth quarter.            

How We Assess the Performance of Our Business

In assessing the performance of our business, we consider a variety of performance and financial measures.  A key measure used in our evaluation is comparable company sales, which includes (i) net sales from stores that have been open for at least twelve months, (ii) direct net sales, and (iii) shipping and handling fees.   

Use of Non-GAAP Financial Measures

This announcement includes certain non-GAAP financial measures.  An explanation of the manner in which we use adjusted EBITDA and an associated reconciliation to GAAP measures is included in Exhibits (5) and (6). 

Conference Call Information

A conference call to discuss third quarter results is scheduled for tomorrow, November 29, 2012, 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 December 6, 2012 and can be accessed by dialing (877) 870-5176 and entering conference ID number 403785.  

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 November 28, 2012, the Company operates 294 retail stores (including 241 J.Crew retail stores, eight crewcuts stores and 45 Madewell stores), jcrew.com, jcrewfactory.com, the J.Crew catalog, madewell.com, the Madewell catalog, and 106 factory stores.  Additionally, 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 the statements regarding our estimated impact on revenues as a result of Superstorm Sandy and projected store count and square footage in Exhibit (7) 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 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, 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, 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.

 

Exhibit (1)

J.Crew Group, Inc

Condensed Consolidated Statements of Operations

(in thousands, except percentages)

(unaudited)



Third Quarter

Fiscal 2012


Third Quarter

Fiscal 2011





Net sales:




Stores

$         391,720


$         334,483

Direct

156,786


138,544





Other

7,302


6,548





Total revenues

555,808


479,575





Cost of goods sold, including buying and occupancy costs

292,738


277,806





Gross profit

263,070


201,769

As a percent of revenues

47.3%


42.1%





Selling, general and administrative expenses

188,569


143,876

As a percent of revenues

33.9%


30.0%









Operating income

74,501


57,893

As a percent of revenues

13.4%


12.1%





Interest expense, net

24,089


25,349









Income before income taxes

50,412


32,544





Provision for income taxes

17,233


10,944









Net income

$           33,179


$           21,600





 

 

Exhibit (2)

J.Crew Group, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except percentages)

(unaudited)



First Nine

Months

Fiscal 2012


Pro forma

First Nine

Months

Fiscal 2011





Net sales:




Stores

$      1,129,769


$         926,706

Direct

434,167


374,860





Other

20,882


22,480





Total revenues

1,584,818


1,324,046





Cost of goods sold, including buying and occupancy costs

845,223


753,050





Gross profit

739,595


570,996

As a percent of revenues

46.7%


43.1%





Selling, general and administrative expenses

527,357


418,422

As a percent of revenues

33.3%


31.6%









Operating income

212,238


152,574

As a percent of revenues

13.4%


11.5%





Interest expense, net

74,860


76,404









Income before income taxes

137,378


76,170





Provision for income taxes

51,496


29,706









Net income

$           85,882


$           46,464





 

 

Exhibit (3)

J.Crew Group, Inc.

Condensed Consolidated Pro Forma Statement of Operations

(in thousands, except percentages)

(unaudited)



For the Period

March 8, 2011 to

October 29, 2011

(Successor)


For the Period

January 30, 2011

to March 7, 2011

(Predecessor)


Adjustments


Pro forma

First Nine

Months

Fiscal 2011













Net sales:








Stores

$         840,232


$           86,474


$               —


$         926,706

Direct

331,218


43,642



374,860









Other

19,358


3,122



22,480









Total revenues

1,190,808


133,238



1,324,046









Cost of goods sold, including buying and occupancy costs

712,066


70,284


(a)    (29,300)


753,050









Gross profit

478,742


62,954


29,300


570,996

As a percent of revenues

40.2%


47.2%




43.1%









Selling, general and administrative expenses

415,748


79,736


(a)    (77,062)


418,422

As a percent of revenues

34.9%


59.8%




31.6%

















Operating income (loss)

62,994


(16,782)


106,362


152,574

As a percent of revenues

5.3%


(12.6)%




11.5%









Interest expense, net

66,588


1,166


(b)        8,650


76,404

















Income (loss) before income taxes

(3,594)


(17,948)


97,712


76,170









Provision (benefit) for income taxes

(856)


(1,798)


(c)      32,360


29,706

















Net income (loss)

$            (2,738)


$          (16,150)


$        65,352


$           46,464











See notes to pro forma statement of operations

 

 

Notes to Pro Forma Statement of Operations


(a)  To give effect to the following adjustments:






(in thousands)


 

Adjustments






Amortization expense(1)


$                      813


Depreciation expense(2)


880


Sponsor monitoring fees(3)


700


Amortization of lease commitments, net(4)


1,865


Elimination of non-recurring charges(5)


(110,620)






Total pro forma adjustment


$             (106,362)






Pro forma adjustment:




Recorded in cost of goods sold


$               (29,300)


Recorded in selling, general and administrative expenses


(77,062)






Total pro forma adjustment


$             (106,362)







(1)

To record five weeks of additional amortization expense of intangible assets for our Madewell brand name, loyalty program and customer lists amortized on a straight-line basis over their respective useful lives.



(2)

To record five weeks of additional depreciation expense of the step-up of property and equipment allocated on a straight-line basis over a weighted average remaining useful life of 8.2 years. 



(3)

To record five weeks of additional expense (calculated as the greater of 40 basis points of annual revenues or $8 million) to be paid to the Sponsors in accordance with a management services agreement.



(4)

To record five weeks of additional amortization expense of favorable and unfavorable lease commitments amortized on a straight-line basis over the remaining lease life, offset by the elimination of the amortization of historical deferred rent credits.



(5)

To eliminate non-recurring charges that were incurred in connection with the acquisition and related transactions, including acquisition-related share based compensation, transaction costs, transaction-related litigation costs and recoveries, and amortization of the step-up in the carrying value of inventory.


(b)  To give effect to the following adjustments:






(in thousands)


 

Adjustments






Pro forma cash interest expense(1)


$                 69,203


Pro forma amortization of deferred financing costs(1)


7,201


Less recorded interest expense, net


(67,754 )






Total pro forma adjustment to interest expense, net


$                   8,650







(1)

To record thirty-nine weeks of interest expense associated with borrowings under the term loan facility and notes, and the amortization of deferred financing costs.  Pro forma cash interest expense reflects a weighted-average interest rate of 5.6%.   





(c)  To reflect our expected annual effective tax rate of approximately 39%.

 

 

Exhibit (4)

J.Crew Group, Inc.

Condensed Consolidated Balance Sheets

(unaudited)


(in thousands)

October 27, 2012


January 28, 2012


October 29, 2011







Assets






Current assets:






Cash and cash equivalents

$         195,675


$         221,852


$         142,714

Inventories

348,601


242,659


291,737

Prepaid expenses and other current assets

61,646


58,023


53,258

Prepaid income taxes

7,012


4,087


3,880







Total current assets

612,934


526,621


491,589







Property and equipment, net

321,797


264,572


258,815







Favorable lease commitments, net

38,070


48,930


52,271







Deferred financing costs, net

52,178


58,729


61,129







Intangible assets, net

977,968


985,322


987,773







Goodwill

1,686,915


1,686,915


1,686,429







Other assets

1,784


2,433


2,473







Total assets

$      3,691,646


$      3,573,522


$      3,540,479













Liabilities and Stockholders' Equity






Current liabilities:






Accounts payable

$         161,523


$         158,116


$         157,222

Other current liabilities

154,680


116,339


123,096

Interest payable

12,983


26,735


Deferred income taxes, net



5,678

Current portion of long-term debt

15,000


15,000


12,000







Total current liabilities

344,186


316,190


297,996







Long-term debt

1,570,000


1,579,000


1,585,000







Unfavorable lease commitments and deferred credits

65,840


53,700


46,839







Deferred income taxes, net

409,787


410,515


409,704







Other liabilities

37,896


37,065


33,264







Stockholders' equity

1,263,937


1,177,052


1,167,676







Total liabilities and stockholders' equity

$      3,691,646


$      3,573,522


$      3,540,479







 

 

Exhibit (5)

J.Crew Group, Inc.

Reconciliation of Adjusted EBITDA

Non-GAAP Financial Measure


     The following table reconciles net income reflected on the Company's condensed consolidated statements of operations for the third quarter 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)

Third Quarter

Fiscal 2012


Third Quarter

Fiscal 2011





Net income

$               33.2


$               21.6

Provision for income taxes

17.2


10.9

Interest expense, net

24.1


25.3

Depreciation and amortization

20.9


18.4





EBITDA

95.4


76.2





Share-based compensation

1.1


1.0

Amortization of inventory step-up


5.8

Amortization of lease commitments

0.2


2.2

Sponsor monitoring fees

2.2


2.2

Transaction-related litigation


(3.6)





Adjusted EBITDA

98.9


83.8





Taxes paid

(16.8)


(9.1)

Collection of refundable taxes


64.2

Interest paid

(30.9)


(30.6)

Changes in working capital

(31.1)


(27.3)





Cash flows from operating activities

20.1


81.0

Cash flows from investing activities

(34.0)


(25.0)

Cash flows from financing activities

(3.9)


(1.6)





Increase (decrease) in cash

(17.8)


54.4

Cash and cash equivalents, beginning

213.5


88.3





Cash and cash equivalents, ending

$             195.7


$             142.7





 

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. 

 

Exhibit (6)

J.Crew Group, Inc.

Reconciliation of Adjusted EBITDA

Non-GAAP Financial Measure


     The following table reconciles net income reflected on the Company's condensed consolidated statements of operations for the first nine months (which is presented on a pro forma basis last year) 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)

First Nine

 Months

Fiscal 2012


Pro forma

First Nine

 Months

Fiscal 2011





Net income

$               85.9


$               46.5

Provision for income taxes

51.5


29.7

Interest expense, net

74.9


76.4

Depreciation and amortization

59.7


52.3





EBITDA

272.0


204.9





Share-based compensation

3.2


3.2

Amortization of lease commitments

7.2


8.7

Sponsor monitoring fees

6.8


6.0





Adjusted EBITDA

289.2


222.8





Taxes paid

(56.2)


(18.1)

Collection of refundable taxes


64.2

Interest paid

(81.4)


(48.4)

Changes in working capital

(58.0)


(184.5)





Cash flows from operating activities

93.6


36.0

Cash flows from investing activities

(109.6)


(3,053.4)

Cash flows from financing activities

(10.2)


2,778.8





Decrease in cash

(26.2)


(238.6)

Cash and cash equivalents, beginning

221.9


381.3





Cash and cash equivalents, ending

$             195.7


$             142.7





 

 

Exhibit (7)



Actual and Projected Store Count and Square Footage




Fiscal 2012

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(2)


362


10



372

2nd Quarter(2)


372


6


(2)


376

3rd Quarter(2)


376


16



392

4th Quarter(3)


392


13


(3)


402







Fiscal 2012

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)


2,138,663


42,057


(1,811)


2,178,909

2nd Quarter(2)


2,178,909


38,575


(4,446)


2,213,038

3rd Quarter(2)


2,213,038


85,421


(327)


2,298,132

4th Quarter(3)


2,298,132


62,838


(22,910)


2,338,060

 

(1)

Actual and Projected number of stores to be opened or closed during fiscal 2012 by channel are as follows:



Q1 – Two retail, one international retail, and seven Madewell stores.


Q2 – Three retail, one international retail, one factory, and one Madewell store. Closed one crewcuts and one Madewell store.


Q3 – Six retail, one international retail, four factory, one international factory, and four Madewell stores.


Q4 Three retail, one international retail, three factory, one international factory, and five Madewell stores.  Closed three retail stores.


(2)

Reflects actual activity.

(3)

Reflects projected activity.           

 

SOURCE J. Crew Group, Inc.

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