<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 1, 1999
Commission file number 333-42427
J. CREW GROUP, INC.
(Exact name of registrant as specified in its charter)
New York 22-2894486
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
770 Broadway, New York, New York 10003
(Address of principal executive offices) (Zip code)
(212) 209-2500
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
---- ----
As of May 24, 1999, there were outstanding 11,709,200 shares of Common Stock,
par value $.01 per share.
<PAGE>
Part I - Financial Information
Item 1 Financial Statements
J.Crew Group Inc. and Subsidiaries
Consolidated Balance Sheets
<TABLE>
<CAPTION>
May 1, January 30,
1999 1999
------ -----------
(unaudited)
(In thousands)
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $11,030 $9,643
Merchandise inventories 162,105 156,022
Prepaid expenses and other current assets 26,937 38,026
Deferred income taxes 2,148 2,148
Net assets held for disposal 21,971 17,377
------ ------
Total current assets 224,191 223,216
------- -------
PROPERTY AND EQUIPMENT - AT COST: 192,039 184,327
Less accumulated depreciation and amortization (69,681) (64,577)
-------- --------
122,358 119,750
OTHER ASSETS 15,389 15,185
------ ------
TOTAL ASSETS $361,938 $358,151
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
- -------------------------------------
CURRENT LIABILITIES:
Notes payable - bank $39,000 $14,000
Accounts payable 44,996 40,130
Other current liabilities 35,107 59,175
Federal and state income taxes 5,112 2,577
----- -----
Total current liabilities 124,215 115,882
------- -------
LONG-TERM DEBT 285,523 282,695
DEFERRED CREDITS AND OTHER LONG TERM
LIABILITIES 45,295 44,799
REDEEMABLE PREFERRED STOCK 155,992 150,548
STOCKHOLDERS' DEFICIT (249,087) (235,773)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $361,938 $358,151
========= =========
</TABLE>
See notes to unaudited consolidated financial statements
1
<PAGE>
J.CREW GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Thirteen weeks ended
May 1, 1999 May 2, 1998
----------- -----------
(unaudited)
(in thousands)
<S> <C> <C>
Revenues:
Net sales $142,280 $163,430
Other 695 2,356
------- -------
142,975 165,786
------- -------
Cost of goods sold including buying and occupancy costs 78,918 96,818
Selling, general and administrative expenses 68,173 81,268
------- -------
Loss from operations (4,116) (12,300)
Interest expense - net (9,244) (9,362)
======== ========
Loss before income taxes (13,360) (21,662)
Income tax benefit 5,350 8,880
------- -------
Net loss $(8,010) $(12,782)
======== =========
</TABLE>
See notes to unaudited consolidated financial statements
2
<PAGE>
J.CREW GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Thirteen weeks ended
May 1, May 2,
1999 1998
------ ------
(unaudited) (in thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($8,010) ($12,782)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 3,977 3,511
Amortization of deferred financing costs 552 538
Amortization of restricted stock 140 300
Non cash interest expense 2,828 2,484
Provision for losses on accounts receivable ---- 1,651
Changes in assets and liabilities providing/(using) cash:
Accounts receivable ---- 133
Merchandise inventories (6,083) 393
Prepaid expenses and other current assets 11,089 11,286
Other assets (855) (819)
Net assets held for disposal (4,594) ----
Accounts payable 4,866 301
Federal and state income taxes 2,535 (9,080)
Other liabilities (23,456) (28,542)
-------- --------
Net cash used in operating activities (17,011) (30,626)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (7,712) (8,169)
Proceeds from construction allowances 1,110 1,923
----- -----
Net cash used in investing activities (6,602) (6,246)
======= =======
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in notes payable, bank 25,000 38,000
====== ======
INCREASE IN CASH AND CASH EQUIVALENTS 1,387 1,128
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9,643 12,166
----- ------
CASH AND CASH EQUIVALENTS, END OF PERIOD $11,030 $13,294
======= =======
NON-CASH FINANCING ACTIVITIES
Dividends on preferred stock $5,444 $4,453
====== ======
</TABLE>
See notes to unaudited consolidated financial statements
3
<PAGE>
J.CREW GROUP, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
THIRTEEN WEEKS ENDED MAY 2, 1998 AND MAY 1, 1999
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements include
the accounts of J.Crew Group, Inc. ("Holding") and its wholly-owned subsidiaries
(the "Company"). All significant intercompany balances and transactions have
been eliminated in consolidation.
The consolidated balance sheet as of May 1, 1999 and the consolidated statements
of operations and cash flows for the thirteen week periods ended May 2, 1998 and
May 1, 1999 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 a fair presentation of the financial position of the
Company, the results of its operations and cash flows have been made.
Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's consolidated financial statements for the fiscal year ended January
30, 1999.
The revenues and expenses of the discontinued Clifford and Wills catalog and
outlet store operations for the thirteen weeks ended May 1, 1999 were not
material and, as a result, have been netted in the accompanying consolidated
statement of operations. The net assets of these operations were written down to
net realizable value at January 30, 1999 based on a plan to dispose of existing
and committed inventories. The results during the thirteen weeks ended May 1,
1999 did not substantially deviate from this plan.
The results of operations for the thirteen week period ended May 1, 1999 are not
necessarily indicative of the operating results for the full fiscal year.
2. SEGMENT REPORTING
Segment revenues and loss from operations, including a reconciliation to the
Company's consolidated loss before income taxes, is as follows:
Thirteen weeks ended
--------------------
May 1, May 2,
Revenues: 1999 1998
- -------- --------- ---------
j.crew $142,975 $106,532
popular club plan --- 44,897
clifford & wills --- 14,357
-------- --------
$142,975 $165,786
-------- --------
Operating loss:
- --------------
j.crew $ (3,875) $ (8,812)
popular club plan --- (1,356)
clifford & wills --- (1,381)
-------- --------
(3,875) (11,549)
corporate (241) (751)
interest expense, net (9,244) (9,362)
-------- --------
loss before income taxes $(13,360) $(21,662)
-------- --------
4
<PAGE>
3. STOCK SPLIT
On April 13, 1999, the Board of Directors of the Company approved a 200 for 1
stock split of its common stock in the form of a stock dividend.
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. 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, performances 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, political or
financial instability in the countries where the Company's goods are
manufactured, postal rate increases, paper and printing costs, Year 2000 issues,
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. The Company expressly
disclaims any obligation or undertaking to disseminate any updates or revisions
to any forward-looking statement contained herein to reflect any change in the
Company's expectations with regard thereto or any change in events, conditions
or circumstances on which any such statement is based.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
Revenues for the three months ended May 1, 1999 decreased to $143.0 million from
$165.8 million in the three months ended May 2, 1998. This decrease in revenues
resulted from the sale of Popular Club Plan (PCP) and the discontinuance of the
operations of Clifford & Wills (C&W) in 1998 which accounted for an aggregate
decrease of $59.3 million. J.Crew brand revenues increased by $36.5 million from
$106.5 million in the first quarter of 1998 to $143.0 million in the first
quarter of 1999, an increase of 34.3%.
The revenues of J.Crew Retail increased from $50.0 million in the first quarter
of 1998 to $64.6 million in the first quarter of 1999. This increase was due
primarily to the sales from the 14 stores opened during 1998. Comparable store
sales in the first quarter of 1999 increased by 10.5%. The number of stores
open at May 1, 1999 increased to 67 from 65 at January 30, 1999.
The revenues of J.Crew Mail Order increased from $38.6 million in the first
quarter of 1998 to $58.6 million in the first quarter of 1999. This increase in
revenues resulted primarily from a 29% increase in pages circulated from 1.4
billion in the first quarter of 1998 to 1.8 billion in the first quarter of
1999. Revenues from jcrew.com (which are included in J.Crew Mail Order revenues)
increased to approximately $10.0 million in the first quarter of 1999 from
approximately $2.0 million in the first quarter of 1998.
The revenues of J.Crew Factory increased from $17.2 million in the first quarter
of 1998 to $19.0 million in the first quarter of 1999.
Costs of goods sold, including buying and occupancy costs, decreased as a
percentage of revenues from 58.4% in the first quarter of 1998 to 55.2% in the
first quarter of 1999. The first quarter of 1999 was favorably impacted by a
decrease in buying and occupancy costs as a percentage of revenues due to the
increase in net sales at J.Crew Mail Order. The first quarter of 1998 was
adversely impacted by additional
5
<PAGE>
markdowns required to dispose of inventory overstocks. Furthermore, the initial
mark-up of Popular Club Plan merchandise was lower than J.Crew brand
merchandise.
Selling, general and administrative expenses decreased to $68.2 million in the
three months ended May 1, 1999 from $81.3 million in the three months ended May
2, 1998. Approximately $27.6 million of selling, general and administrative
expenses in the first quarter of 1998 resulted from the operations of PCP and
C&W. Selling, general and administrative expenses of J.Crew brand increased to
$68.2 million in the first quarter of 1999 from $53.7 million in the first
quarter of 1998. This increase resulted from an increase in selling expenses of
$4.6 million as a result of the increase in pages circulated and an increase in
general and administrative expenses of $9.9 million due to (a) the increase in
the number of retail stores in operation during the first quarter of 1999
compared to the first quarter of 1998, and (b) an increase in consulting fees
and other costs attributable to information technology initiatives. As a
percentage of revenues, selling, general and administrative expenses decreased
to 47.7% of revenues in the first quarter of 1999 from 49.0% in the first
quarter of 1998.
The decrease in interest expense from $9.4 million in the first quarter of 1998
to $9.2 million in the first quarter of 1999 resulted from the pay down of $26.0
million of the term loan in the fourth quarter of 1998. Average borrowings under
revolving credit arrangements were $26.5 million in the first quarter of 1999
compared to $22.1 million in the first quarter of 1998.
The decrease in the loss before income taxes from $21.7 million in the first
quarter of 1998 to $13.4 million in the first quarter of 1999 resulted primarily
from the operations of J.Crew Mail Order.
Liquidity and Capital Resources
Cash flow used in operations improved from a use of $30.6 million in the first
quarter of 1998 to a use of $17.0 million in the first quarter of 1999. This
decrease in cash used in operations resulted from an income tax refund of $8.4
million in the first quarter of 1999 and a decrease of $9.6 million in the
change in accounts payable and other liabilities in the first quarter of 1999
compared to the first quarter of 1998 as a result of a lower level of accounts
payable and other liabilities at January 30, 1999 compared to January 31, 1998.
Capital expenditures, net of construction allowances, were $6.6 million in the
first quarter of 1999 compared to $6.2 million in the first quarter of 1998.
These expenditures were incurred primarily in connection with the construction
of new stores.
Borrowings under the revolving credit line were $39.0 million at May 1, 1999
compared to $38.0 million at May 2, 1998.
Management believes that cash flow from operations and availability under the
revolving credit facility will provide adequate funds for the Company's
foreseeable working capital needs, planned capital expenditures and debt service
obligations. The Company's ability to fund its operations and make planned
capital expenditures, to make scheduled debt payments, to refinance indebtedness
and to remain in compliance with all of the financial covenants under its debt
agreements depends on its 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 its control.
The Year 2000 Issue
The Year 2000 issue affecting most companies, including the Company, is caused
by the inability of internal and external computer systems to recognize and
process more than two digit entries in the date code field. Beginning with dates
later than December 31, 1999, these date code fields will need to accept four
digit entries to identify 21st century dates from 20th century dates.
6
<PAGE>
The Company has adopted a Year 2000 plan consisting of the following four
phases: identifying and prioritizing the components of the Company's internal
systems, equipment and related programs that are impacted by the Year 2000
problem; remediation or replacement of non-compliant systems; testing to
determine the success of remediation efforts; and development of contingency
plans. The Company has completed the first phase and expects to substantially
complete the second phase of its Year 2000 Plan by the end of the second quarter
of fiscal year 1999. The testing phase is ongoing as systems are remediated,
updated or replaced and is scheduled to be completed during the third quarter of
fiscal year 1999. Contingency plans are being developed and will evolve as the
testing phase and third party assessments described below are completed.
The Company has also initiated communications with its key vendors and third
parties to obtain assurances that their systems will be Year 2000 compliant.
These communication and evaluation processes are ongoing.
The Company is using internal programming resources, outside consulting
services, system upgrades from existing vendors and replacement of existing
packages with packages that are Year 2000 compliant. Certain systems are being
replaced to modernize existing systems, not just for Year 2000 compliance. Total
expenditures relating to implementing the plan are currently estimated to be
$11.0 million for fiscal years 1997 through 2000, a substantial portion of which
will be capitalized expenditures relating to acquisition and implementation of
new package systems. This cost estimate does not include time and costs that may
be incurred by the Company as a result of failure of any third parties to become
Year 2000 ready or costs to implement contingency plans. As of May 1, 1999, the
Company has incurred costs of approximately $5.8 million relating to the
Company's Year 2000 initiatives.
The Company believes that its Year 2000 compliance program is designed to
identify and address Year 2000 issues that are subject to the Company's control.
However, there can be no assurance that the Company's efforts will be fully
effective and there are significant risks that are beyond the Company's control,
including, without limitation, failure of (a) vendors to produce merchandise or
perform services required by the Company, (b) utilities to deliver electricity,
(c) shippers (including the U.S. Postal Service) to deliver merchandise, and (d)
landlords to have the malls or buildings in which the Company has stores be Year
2000 compliant.
Seasonality
The Company's retail and mail order businesses 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 34% of annual net sales in fiscal 1998 occurred
in the fourth quarter. The Company's working capital requirements also fluctuate
throughout the year, increasing substantially in September and October in
anticipation of the holiday season inventory requirements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's principal market risk relates to interest rate sensitivity which
is the risk that future changes in interest rates will reduce net income or the
net assets of the Company. The Company's variable rate debt consists of
borrowings under the Revolving Credit Facility and the Term Loan Facility. In
order to manage this interest rate risk, the Company entered into an interest
rate swap agreement which expires in October 2000 which converts the interest
rate for $50 million of debt to a fixed rate of 6.23%. If this interest rate
swap agreement was settled on May 1, 1999, the Company would be required to pay
an additional $688,000.
The Company enters 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, 1999 were approximately
$23.2 million.
7
<PAGE>
Furthermore, the Company has a licensing agreement in Japan which provides for
royalty payments based on sales of J.Crew merchandise as denominated in yen. The
Company has from time to time entered into forward foreign exchange contracts to
minimize this risk. In February 1999 the Company entered into a forward foreign
exchange contract to sell 90 million Yen with an expiration date of August 15,
1999 and a forward foreign exchange contract to sell 120 million Yen with an
expiration date of March 31, 2000.
8
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
10.1 Employment Agreement dated May 3, 1999 between J. Crew
Group, Inc. and Mark Sarvary.
27. Financial Data Schedule.
(b) Reports on Form 8-K.
The Company filed a report on Form 8-K dated March 3, 1999, and
the item reported was Item 5. Other Events.
9
<PAGE>
SIGNATURES
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 thereunto duly authorized.
J. CREW GROUP, INC.
(Registrant)
Date: June 9, 1999 By: /s/ Mark Sarvary
-----------------------
Mark Sarvary
Chief Executive Officer
Date: June 9, 1999 By: /s/ Scott M. Rosen
-------------------------
Scott M. Rosen
Chief Financial Officer
<PAGE>
EXHIBIT 10.1
------------
EMPLOYMENT AGREEMENT
--------------------
AGREEMENT, dated this 3rd day of May, 1999 (the "Agreement"), among J.
---------
Crew Group, Inc., a New York corporation (the "Parent") and its operating
------
subsidiary J. Crew Operating Corp. (the "Employer"), with offices at 770
--------
Broadway, New York, NY, and Mark Sarvary (the "Employee").
--------
1. Employment, Duties and Agreements.
---------------------------------
(a) The Employer hereby agrees to employ the Employee as its Chief
Executive Officer and the Parent agrees to cause the Employee to be elected as a
member of the Board of Directors of the Parent (the "Board") and the Employee
-----
hereby accepts such positions and agrees to serve the Employer and the Parent in
such capacities during the employment period fixed by Section 3 hereof (the
"Employment Period"). The Employee shall report to the Board and shall have
- ------------------
such duties and responsibilities as the Board may reasonably determine from time
to time as are consistent with his position as chief executive officer. During
the Employment Period, the Employee shall be subject to, and shall act in
accordance with, all reasonable instructions and directions of the Board and all
applicable policies and rules of the Employer.
(b) During the Employment Period and as long as the Employer shall
not be in default of a material obligation hereunder, excluding any periods of
vacation and sick leave to which the Employee is entitled, the Employee shall
devote his full working time, energy and attention to the performance of his
duties and responsibilities hereunder and shall faithfully and diligently
endeavor to promote the business and best interests of the Employer.
(c) During the Employment Period and so long as the Employer shall
not be in default of a material obligation hereunder, the Employee may not,
without the prior written consent of the Employer, operate, participate in the
management, operations or control of, or act as an employee, officer,
consultant, agent or representative of, any type of business or service (other
than as an employee of the Employer), provided that it shall not be a violation
of the foregoing for the Employee to (i) act or serve as a director, trustee or
committee member of any civic or charitable organization, (ii) manage his
personal, financial and legal affairs, and (iii) serve on the board of directors
of one unrelated corporation that is not a Competitive Business (as defined in
Section 8 hereof) so long as such activities (described in clauses (i), (ii) or
(iii)) do not interfere with the performance of his duties and responsibilities
to the Employer as provided hereunder.
2. Compensation.
------------
(a) As compensation for the agreements made by the Employee herein
and the performance by the Employee of his obligations hereunder, during the
Employment Period, the Employer shall pay the Employee, pursuant to the
Employer's normal and customary payroll procedures, a base salary at the rate of
$670,000 per annum, (the "Base Salary"). The Board shall review the Employee's
-----------
Base Salary each year and may increase the Base Salary but may not reduce Base
Salary below $670,000 per annum.
(b) In addition to the Base Salary, during the Employment Period the
Employee shall have an opportunity to earn an annual bonus (the "Bonus") up to a
-----
maximum of 100% of Base Salary
<PAGE>
based on the achievement of annual performance objectives which shall be
established and approved by the Board. Such bonus shall be paid no later than
April 15 of the following year. The Bonus shall equal twenty-five percent (25%)
of Base Salary if the "Threshold Performance Objectives" are achieved, fifty
percent (50%) of Base Salary if the "Target Performance Objectives" are achieved
and one-hundred percent (100%) of Base Salary if the "Stretch Performance
Objectives" are achieved. In respect of the fiscal year beginning in 1999, the
Bonus shall be at least $335,000 regardless of whether the performance
objectives for such fiscal year are achieved.
(c) As soon as practicable after the Effective Date (as defined in
Section 3 below) but in no event later than ten (10) days after the Effective
Date, the Employer will pay the Employee $1,000,000 (the "Signing Bonus"),
-------------
provided that the Employee will be required to immediately pay back a pro-rata
portion of such Signing Bonus in the event he voluntarily terminates his
employment hereunder (other than for Good Reason as defined in Section 3(d)
hereof) prior to the second anniversary of the Effective Date, and to the extent
the Employee fails to pay back any portion of the Signing Bonus as provided
herein, the Employer shall have the right to offset any other payments provided
hereunder or otherwise owed to the Employee in respect of such amount.
(d) On or as soon as practicable after the Effective Date (as defined
in Section 3 below), the Parent shall grant the Employee an option (the
"Option") to purchase 272,000 shares of common stock of the Parent at an
------
exercise price of $10.00 per share [post stock split]. The Option shall be
subject to and governed by the J. Crew Group, Inc. 1997 Stock Option Plan (the
"Option Plan") (a copy of which has been provided to the Employee) and shall be
- ------------
evidenced by a stock option grant agreement as provided under the Option Plan.
Twenty percent of the shares underlying the Option shall vest and become
exercisable on each of the first through the fifth anniversaries of the
Effective Date, provided that the Employee is still employed by the Employer on
such anniversary. In the event the Company determines that the Option should be
adjusted pursuant to Section 4.13 of the Option Plan, such adjustment shall
apply equally to vested and unvested portions of the Option.
(e) In addition to the Options provided in Paragraph (d) of this
Section 2, the Parent shall grant the Employee an additional option (the
"Additional Option") to purchase 68,000 shares of common stock of the Parent
- ------------------
[post-stock split] on the earlier of (i) the date of an initial public offering
of the Parent's common stock (the "IPO") and (ii) the fifth anniversary of the
---
Effective Date, at an exercise price per share equal to the IPO price per share
if clause (i) above applies, or Fair Market Value (as determined under the
Option Plan) as of the fifth anniversary of the Effective Date if clause (ii)
above applies, provided in either case that the Employee is still employed by
the Employer on such date. Twenty-five percent of the shares underlying the
Additional Option shall vest and become exercisable on each of the first through
the fourth anniversaries of the date such Additional Option is granted to the
Employee, provided the Employee is still employed with the Employer on such
anniversary. The Additional Option shall be subject to and governed by the
Option Plan and shall be evidenced by a stock option grant agreement as provided
in the Option Plan.
(f) All shares of common stock of the Parent acquired by the Employee
pursuant to this Agreement or otherwise shall be subject to the Stockholders'
Agreement attached to the Option Plan as Exhibit B. Notwithstanding the
foregoing, prior to the existence of a Public Market (as defined in the Option
Plan), the Employee shall have the right to require the Employer to purchase
shares of common stock of the Parent acquired by the Employee pursuant to the
Option and held by the Employee for at least six months prior to the date of
such purchase at a per share price equal to the Fair Market Value per share (as
determined under the Option Plan) as of the date of purchase, provided that (i)
the Employee shall exercise this right only once, (ii) the maximum purchase
price for the shares shall not exceed one
2
<PAGE>
hundred forty percent (140%) of the principal amount owed to the Employer by the
Employee as of the date of the purchase pursuant to the loan described in
Paragraph (g) of this Section 2 plus the amount that the Employee paid for the
shares being purchased by the Employer and (iii) the Employee shall use the
proceeds from such sale to immediately repay the loan described in Paragraph (g)
of this Section 2.
(g) The Employer hereby agrees to provide the Employee with an
interest free loan of $1,000,000 for the purpose of purchasing a primary
residence in the New York metropolitan area, provided that such loan shall be
secured by a second mortgage on such primary residence, and provided further
that such loan, when added to the amount of any first mortgage loan on such
primary residence, shall not exceed ninety percent of the appraised fair market
value of such primary residence. Appraised fair market value shall be
determined by an independent real estate appraiser as requested by the Employer,
including the appraiser used by the first mortgage holder. The Employee shall
repay the principal amount of such loan to the Employer as follows: (i) four
installments of $50,000 each payable on or around April 15 2000, 2001, 2002 and
2003, which amounts may be deducted from the Employee's Bonus for each such
year, and (ii) the remaining $800,000 principal amount on the fifth anniversary
of the Effective Date, provided that the entire principal amount of the loan
outstanding shall be payable in full to the Employer within ninety days after
the date the Employee's employment terminates hereunder for any reason. The
Employee shall have the right to repay the principal amount of the loan or any
portion thereof prior to its due date without penalty. The Employer shall have
the absolute right to reduce or otherwise offset any amounts due or payable to
the Employee in order to satisfy the Employee's obligations under the loan at
any time after the earlier of the date the Employee's employment hereunder
terminates or the fifth anniversary of the Effective Date. The loan shall be
evidenced by a loan agreement, mortgage and other appropriate documentation as
may be reasonably required by the Employer.
(h) During the Employment Period, the Employee shall be entitled to
the following benefits and perquisites:
(i) reimbursement for the cost of Cobra coverage under the
Employee's former employer's health plans until the Employee and his family
is entitled to coverage under the Employer's medical and dental benefit
plans;
(ii) a car service for all commuting and while traveling on
business;
(iii) reimbursement of club fees and dues not to exceed $40,000
in the first year of this Agreement, and $10,000 in each year thereafter,
unless a greater amount is specifically authorized by the Employer;
(iv) six (6) sick days in each calendar year, provided the
Employee shall not be permitted to carry over sick days from year to year;
and
(v) one personal day for fiscal year beginning in 1999, and
three personal days in each fiscal year thereafter, provided the Employee
shall not be permitted to carry over personal days from year to year;
(vi) life insurance on the life of the Employee equal to two
times Base Salary.
(i) During the Employment Period: (i) except as specifically provided
herein, the Employee shall be entitled to participate in all savings and
retirement plans, practices, policies and
3
<PAGE>
programs of the Employer which are made available generally to other executive
officers of the Employer and (ii) except as specifically provided herein, the
Employee and/or the Employee's family, as the case may be, shall be eligible for
participation in, and shall receive all benefits under, all welfare benefit
plans, practices, policies and programs provided by the Employer which are made
available generally to other executive officers of the Employer (for the
avoidance of doubt, such plans, practices, policies or programs shall not
include any plan, practice, policy or program which provides benefits in the
nature of severance or continuation pay).
(j) During the Employment Period, the Employee shall be entitled to
paid vacation of at least three weeks per year. The Employee shall not be
permitted to carry forward vacation time from year to year.
(k) With respect to the Employee's relocation to the New York area,
the Employer will provide the following payments or reimbursements of expenses:
(i) the Employer will reimburse the Employee for temporary living
quarters in the New York area for the Employee until June 30, 1999 and,
temporary housing in the New York area for the Employee and his family
until the Employee obtains a permanent residence in the New York area, but
no later than September 30, 1999;
(ii) the Employer will reimburse the Employee for the cost of
round-trip airfare between New York and Cleveland no more than once each
week until June 30, 1999; and
(ii) the Employer will reimburse the Employee for the reasonable
costs incurred by the Employee with respect to the sale of his primary
residence and with respect to his moving to the New York metropolitan area,
including the cost of up to three trips to New York with his family in
order to locate a primary residence in the New York area and all closing
costs (including up to a maximum of three percent of the first mortgage in
respect of mortgage points) incurred in respect of the purchase of such
primary residence.
(l) The Employer shall promptly reimburse the Employee for all
reasonable business expenses upon the presentation of statements of such
expenses in accordance with the Employer's policies and procedures now in force
or as such policies and procedures may be modified with respect to all senior
executive officers of the Employer.
3. Employment Period.
-----------------
The Employment Period shall commence on May 10, 1999 (the "Effective
---------
Date") and shall terminate on the day preceding the fifth anniversary of the
- ----
Effective Date (the "Scheduled Termination Date"). Notwithstanding the
--------------------------
foregoing, the Employee's employment hereunder may be terminated during the
Employment Period prior to the Scheduled Termination Date upon the earliest to
occur of the following events (at which time the Employment Period shall be
terminated):
(a) Death. The Employee's employment hereunder shall terminate upon
his death.
(b) Disability. The Employer shall be entitled to terminate the
Employee's employment hereunder for "Disability" if, as a result of the
----------
Employee's incapacity due to physical or mental illness or injury, the Employee
shall have been unable to perform his duties hereunder for a period of ninety
(90) consecutive working days, and within thirty (30) days after Notice of
Termination (as defined in Section 4
4
<PAGE>
below) for Disability is given following such 90-day period the Employee shall
not have returned to the performance of his duties on a full-time basis.
(c) Cause. The Employer may terminate the Employee's employment
hereunder for Cause. For purposes of this Agreement, the term "Cause" shall
-----
mean: (i) a material violation by the Employee of Sections 1(c), 7, 8, 9, 10
and 11 of this Agreement; (ii) the failure by the Employee to reasonably and
substantially perform his duties hereunder (other than as a result of physical
or mental illness or injury), after the Employer delivers to the Employee a
written demand for reasonable and substantial performance that specifically
identifies the manner in which the Employer believes that the Employee has not
reasonably and substantially performed the Employee's duties and provides the
Employee fifteen (15) days to cure such non-performance; (iii) the Employee's
willful misconduct or gross negligence which is materially injurious to the
Employer; or (iv) the indictment of the Employee for a felony or other serious
crime involving moral turpitude. If, subsequent to the Employee's termination
of employment hereunder for other than Cause, it is determined in good faith by
the Board that the Employee's employment could have been terminated for Cause
under clause (iv) of this Section 3(c), the Employee's employment shall, at the
election of the Board, be deemed to have been terminated for Cause retroactively
to the date the events giving rise to Cause occurred. All actions taken by the
Employer under this Section 3(c) shall be taken by action or at the direction of
the Board or the Executive Committee of the Board.
(d) Without Cause; for Good Reason. The Employer may terminate the
Employee's employment hereunder during the Employment Period without Cause, and
the Employee may terminate his employment hereunder during the Employment Period
for Good Reason. For purposes of this Agreement, the term "Good Reason" shall
-----------
mean: (i) a material change in the title or reporting relationship of the
Employee as the chief executive officer of the Employer, (ii) the assignment of
duties or responsibilities that constitute a material diminution of authority of
the Employee or are materially inconsistent with the role of the Employee as the
chief executive officer of the Employer, (iii) a material breach of Section 2 or
Section 11(c) or (d) of this Agreement by the Employer or the Parent, provided
that in each of clause (i), (ii) and (iii) the Employee serves notice on the
Employer specifically identifying the conduct that the Employee believes
constitutes Good Reason and gives the Employer fifteen (15) days to cure such
conduct or (iv) a relocation of the primary office of the Employee from the New
York City metropolitan area, and in each of clause (i), (ii), (iii) or (iv),
without the prior consent of the Employee.
(e) Voluntarily. The Employee may voluntarily terminate his
employment hereunder, provided that the Employee provides the Employer with
notice of his intent to terminate his employment at least three months in
advance of the Date of Termination (as defined in Section 4 below).
4. Termination Procedure.
---------------------
(a) Notice of Termination. Any termination of the Employee's
employment by the Employer or by the Employee during the Employment Period
(other than termination pursuant to Section 3(a)) shall be communicated by
written "Notice of Termination" to the other party hereto in accordance with
---------------------
Section 12(a). For purposes of this Agreement, a Notice of Termination shall
mean a notice which shall indicate the specific termination provision in this
Agreement relied upon and shall attach any prior notices required under Section
3 hereof.
(b) Date of Termination. "Date of Termination" shall mean (i) if the
-------------------
Employee's employment is terminated by his death, the date of his death, (ii) if
the Employee's employment is terminated pursuant to Section 3(b), thirty (30)
days after Notice of Termination, (iii) if the Employee
5
<PAGE>
voluntarily terminates his employment, the date specified in the notice given
pursuant to Section 3(e) herein which shall not be less than three months after
the Notice of Termination and (iv) if the Employee's employment is terminated
for any other reason, the date on which a Notice of Termination is given or any
later date (within thirty (30) days, or any alternative time period agreed upon
by the parties, after the giving of such notice) set forth in such Notice of
Termination.
5. Termination Payments.
--------------------
(a) Without Cause or For Good Reason. In the event of the
termination of the Employee's employment during the Employment Period by the
Employer without Cause or by the Employee for Good Reason, in addition to the
Employee's accrued but unused vacation and Base Salary through the Date of
Termination (to the extent not theretofore paid) the Employee shall be entitled
to (i) any Bonus earned by the Employee in respect of the fiscal year ending
before the Date of Termination and (ii) a lump-sum payment payable within ten
(10) days after the Date of Termination equal to two (2) times the Employee's
then current Base Salary, provided that the payments provided in clauses (i) and
(ii) hereof are subject to and conditioned upon the Employee executing a valid
general release and waiver (in the form reasonably acceptable to the Employer),
waiving all claims the Employee may have against the Employer, its successors,
assigns, affiliates, employees, officers and directors, and the Employer
representing that to the best of its knowledge it is unaware of any claims it
may have against the Employee. Except as provided in this Section 5(a), the
Employer shall have no additional obligations under this Agreement.
(b) Cause, Disability, Death or Voluntarily. If the Employee's
employment is terminated during the Employment Period by (i) the Employer for
Cause, (ii) voluntarily by the Employee, or (iii) as a result of the Employee's
death or Disability, the Employer shall pay the Employee or the Employer's
estate, as the case may be, within thirty (30) days following the Date of
Termination the Employee's accrued but unused vacation and his Base Salary
through the Date of Termination (to the extent not theretofore paid). Except as
provided in this Section 5(b), the Employer shall have no additional obligations
under this Agreement.
6. Legal Fees.
-----------
(a) In the event of any contest or dispute between the Employer and
the Employee with respect to this Agreement or the Employee's employment
hereunder, each of the parties shall be responsible for their respective legal
fees and expenses.
(b) The Employer shall reimburse the Employee for reasonable
attorneys' fees and expenses incurred in connection with the preparation of this
Agreement not to exceed $7,500.
7. Non-Solicitation.
----------------
During the Employment Period and for a period of two years following
the Date of Termination, the Employee hereby agrees not to, directly or
indirectly, solicit or assist any other person or entity in soliciting any
employee of the Parent, the Employer or any of their subsidiaries (other than
subsidiaries that are not Competitive Businesses as defined below) to perform
services for any entity (other than the Parent, the Employer or their
subsidiaries), or attempt to induce any such employee to leave the employ of the
Parent, the Employer or their subsidiaries.
6
<PAGE>
8. Non-Compete.
-----------
The Employee hereby agrees that, during the Employment Period and for
a one-year period thereafter, the Employee (i) shall not engage (either as
owner, investor, partner, employer, employee, consultant or director) in or
otherwise perform services for any "Competitive Business" which operates within
a 100 mile radius of the location of any store of the Employer or its affiliates
or in the same area as the Employer directs its mail order operations or any
other area in which the Employer or any of its subsidiaries conducts business or
in which the Employer or any of its subsidiaries' customers are located as of
the Date of Termination, provided that the foregoing restriction shall not
prohibit the Employee from owning a passive investment of not more than 5% of
the total outstanding securities of any publicly-traded company and shall not
prohibit the Employee from performing services for an entity that engages in
Competitive Business as well as other non-competitive businesses if the
Employee's services are solely related to such entity's non-competitive
businesses and (ii) shall not solicit or cause another to solicit any customers
or suppliers of the Employer or any of its subsidiaries to terminate or
otherwise adversely modify their relationship with the Employer or any such
subsidiary. The term "Competitive Business" means the retail, mail order and
--------------------
internet apparel and accessories business and any other business of the Employer
or its affiliates on the Date of Termination.
9. Confidentiality; Non-Disclosure; Non-Disparagement.
--------------------------------------------------
(a) The Employee hereby agrees that, during the Employment Period and
thereafter, he will hold in strict confidence any proprietary or Confidential
Information related to the Employer and its affiliates. For purposes of this
Agreement, the term "Confidential Information" shall mean all information of the
Employer or any of its affiliates (in whatever form) which is not generally
known to the public, including without limitation any inventions, processes,
methods of distribution, customer lists or customers' or trade secrets.
(b) The Employee hereby agrees that, upon the termination of the
Employment Period, he shall not take, without the prior written consent of the
Employer, any drawing, blueprint, specification or other document (in whatever
form) of the Employer or its affiliates, which is of a confidential nature
relating to the Employer or its affiliates, or, without limitation, relating to
its or their methods of distribution, or any description of any formulas or
secret processes and will return any such information (in whatever form) then in
his possession.
(c) Public Announcements. In the Event the Employee's employment
hereunder is terminated pursuant to Section 3(d) or 3(e) hereof, the Employee
and the Employer shall mutually agree on the time, method and content of any
public announcement regarding the Employee's termination of employment hereunder
and neither the Employee nor the Employer shall make any public statements which
are inconsistent with the information mutually agreed upon by the Employer and
the Employee and the parties hereto shall cooperate with each other in refuting
any public statements made by other persons, which are inconsistent with the
information mutually agreed upon between the Employee and Employer as described
above.
(d) The Employee hereby agrees not to defame or disparage the
Employer, its affiliates and their officers, directors, members or employees,
and the Employer hereby agrees that it shall not disparage or defame the
Employee through any official statement of the Employer, provided that, in the
event the Employee's employment is terminated for Cause, the Employer shall be
permitted, in its discretion, to disclose the facts and circumstances
surrounding such termination. The Employee hereby
7
<PAGE>
agrees to cooperate with the Employer in refuting any defamatory or disparaging
remarks by any third party made in respect of the Employer or its affiliates or
their directors, members, officers or employees.
10. Injunctive Relief.
-----------------
It is impossible to measure in money the damages that will accrue to
the Employer in the event that the Employee breaches any of the restrictive
covenants provided in Sections 7, 8 and 9 hereof. In the event that the
Employee breaches any such restrictive covenant, the Employer shall be entitled
to an injunction restraining the Employee from violating such restrictive
covenant. If the Employer shall institute any action or proceeding to enforce
any such restrictive covenant, the Employee hereby waives the claim or defense
that the Employer has an adequate remedy at law and agrees not to assert in any
such action or proceeding the claim or defense that the Employer has an adequate
remedy at law. The foregoing shall not prejudice the Employer's right to
require the Employee to account for and pay over to the Employer, and the
Employee hereby agrees to account for and pay over, the compensation, profits,
monies, accruals or other benefits derived or received by the Employee as a
result of any transaction constituting a breach of any of the restrictive
covenants provided in Sections 7, 8 and 9 hereof.
11. Representations.
---------------
(a) The parties hereto hereby represent that they each have the
authority to enter into this Agreement, and the Employee hereby represents to
the Employer that the execution of, and performance of duties under, this
Agreement shall not constitute a breach of or otherwise violate any other
agreement to which the Employee is a party.
(b) The Employee hereby represents to the Employer that he will not
utilize or disclose any confidential information obtained by the Employee in
connection with his former employment with respect to this duties and
responsibilities hereunder.
(c) The Employer hereby represents that the Employer's financial
statements for the fiscal year ended January 31, 1999 have been prepared in
accordance with U.S. Generally Accepted Accounting Principles and such financial
statements are complete in all material respects.
(d) The Employer hereby represents that, as of the Effective Date,
the number of shares underlying the Option represents approximately two percent
(2%) of the total outstanding shares of common stock of the Parent on a fully
diluted basis.
12. Miscellaneous.
-------------
(a) Any notice or other communication required or permitted under
this Agreement shall be effective only if it is in writing and delivered
personally or sent by registered or certified mail, postage prepaid, addressed
as follows (or if it is sent through any other method agreed upon by the
parties):
If to the Employer:
J. Crew Group, Inc.
770 Broadway, Fourth Floor
New York, New York 10003
Attention: Board of Directors and Secretary
8
<PAGE>
with a copy to:
Paul Shim, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006
If to the Employee:
Mr. Mark Sarvary
240 Grey Fox Run
Chagrin Falls, Ohio 44022
with a copy to:
Stanford J. Goldblatt, Esq.
Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601-9703
or to such other address as any party hereto may designate by notice to the
others, and shall be deemed to have been given upon receipt.
(b) This Agreement shall constitute the entire agreement among the
parties hereto with respect to the Employee's employment hereunder, and
supersedes and is in full substitution for any and all prior understandings or
agreements with respect to the Employee's employment (it being understood that
any stock options granted to the Employee shall be governed by the Option Plan
and related stock option grant agreement and that all shares of Common Stock
acquired by the Employee will be subject to the Stockholders' Agreement.)
(c) This Agreement may be amended only by an instrument in writing
signed by the parties hereto, and any provision hereof may be waived only by an
instrument in writing signed by the party or parties against whom or which
enforcement of such waiver is sought. The failure of any party hereto at any
time to require the performance by any other party hereto of any provision
hereof shall in no way affect the full right to require such performance at any
time thereafter, nor shall the waiver by any party hereto of a breach of any
provision hereof be taken or held to be a waiver of any succeeding breach of
such provision or a waiver of the provision itself or a waiver of any other
provision of this Agreement.
(d) The parties hereto acknowledge and agree that each party has
reviewed and negotiated the terms and provisions of this Agreement and has had
the opportunity to contribute to its revision. Accordingly, the rule of
construction to the effect that ambiguities are resolved against the drafting
party shall not be employed in the interpretation of this Agreement. Rather,
the terms of this Agreement shall be construed fairly as to both parties hereto
and not in favor or against either party.
(e) (i) This Agreement is binding on and is for the benefit of the
parties hereto and their respective successors, assigns, heirs, executors,
administrators and other legal representatives. Neither this Agreement nor any
right or obligation hereunder may be assigned by the Employee.
9
<PAGE>
(ii) The Employer shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Employer to assume this
Agreement in the same manner and to the same extent that the Employer would have
been required to perform it if no such succession had taken place. As used in
the Agreement, "the Employer" shall mean both the Employer as defined above and
any such successor that assumes this Agreement, by operation of law or
otherwise.
(f) Any provision of this Agreement (or portion thereof) which is
deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that
jurisdiction and subject to this Section, be ineffective to the extent of such
invalidity, illegality or unenforceability, without affecting in any way the
remaining provisions thereof in such jurisdiction or rendering that or any other
provisions of this Agreement invalid, illegal, or unenforceable in any other
jurisdiction. If any covenant should be deemed invalid, illegal or
unenforceable because its scope is considered excessive, such covenant shall be
modified so that the scope of the covenant is reduced only to the minimum extent
necessary to render the modified covenant valid, legal and enforceable. No
waiver of any provision or violation of this Agreement by Employer shall be
implied by Employer's forbearance or failure to take action.
(g) The Employer may withhold from any amounts payable to the
Employee hereunder all federal, state, city or other taxes that the Employer may
reasonably determine are required to be withheld pursuant to any applicable law
or regulation, (it being understood, that the Employee shall be responsible for
payment of all taxes in respect of the payments and benefits provided herein).
(h) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without reference to its principles of
conflicts of law. The parties hereto hereby agree that any dispute, claim or
cause of action related to this Agreement or the Employee's employment hereunder
shall be commenced in the Federal District Courts located in the Southern
District of New York or the New York State courts located in New York county and
the parties hereby submit to the exclusive jurisdiction of such courts and waive
any claim of forum non conveniens.
(i) This Agreement may be executed in several counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same instrument.
(j) The headings in this Agreement are inserted for convenience of
reference only and shall not be a part of or control or affect the meaning of
any provision hereof.
10
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
J. CREW GROUP, INC.
____________________
Name:
Title:
J. CREW OPERATING CORP.
___________________
Name:
Title:
_____________________
Mark Sarvary
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-29-2000
<PERIOD-START> JAN-31-1999
<PERIOD-END> MAY-01-1999
<CASH> 11,030
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 162,105
<CURRENT-ASSETS> 224,191
<PP&E> 192,039
<DEPRECIATION> (69,681)
<TOTAL-ASSETS> 361,938
<CURRENT-LIABILITIES> 124,215
<BONDS> 285,523
155,992
0
<COMMON> 70,380
<OTHER-SE> (319,467)
<TOTAL-LIABILITY-AND-EQUITY> 361,938
<SALES> 142,280
<TOTAL-REVENUES> 142,975
<CGS> 78,918
<TOTAL-COSTS> 147,091
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,244
<INCOME-PRETAX> (13,360)
<INCOME-TAX> 5,350
<INCOME-CONTINUING> (8,010)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,010)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
