<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 April 29, 2000
Commission file number 333-42423
J. CREW OPERATING CORP.
(Exact name of registrant as specified in its charter)
Delaware 22-3540930
(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 25, 2000 there were outstanding 100 shares of Common Stock, par value
$.01 per share.
The registrant meets the conditions set forth in General Instruction H(1) (a)
and (b) of Form 10-Q and is therefore filing this Form with the reduced
disclosure format.
<PAGE>
Part I - Financial Information
Item I. Financial Statements
J. CREW OPERATING CORP. AND
SUBSIDIARIES
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
April 29, January 29,
Assets 2000 2000
------ ---- ----
(unaudited)
(in thousands)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 18,370 $ 38,693
Merchandise inventories 135,455 129,928
Prepaid expenses and other current assets 22,125 30,083
Net assets held for disposal 5,056 8,927
-------- --------
Total current assets 181,006 207,631
-------- --------
Property and equipment - at cost 225,793 216,083
Less accumulated depreciation and amortization (83,837) (77,683)
-------- --------
141,956 138,400
-------- --------
Deferred income tax assets 6,817 6,817
Other assets 10,405 10,758
-------- --------
Total assets $340,184 $363,606
======== ========
Liabilities and Stockholder's Deficit
-------------------------------------
Current liabilities:
Notes payable - bank $ 14,000 $ --
Accounts payable and other current liabilities 87,345 111,173
Federal and state income taxes 9,622 15,956
Deferred income tax liabilities 5,842 5,842
-------- --------
Total current liabilities 116,809 132,971
-------- --------
Long-term debt 180,000 184,000
-------- --------
Deferred credits and other long-term liabilities 48,157 48,277
-------- --------
Due to J.Crew Group, Inc. 903 903
-------- --------
Stockholder's deficit (5,685) (2,545)
-------- --------
Total liabilities and stockholder's deficit $340,184 $363,606
======== ========
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
2
<PAGE>
J. CREW OPERATING CORP. AND
SUBSIDIARIES
Condensed Consolidated Statements of Operations
<TABLE>
<CAPTION>
Thirteen Weeks Ended
April 29, May 1,
--------- ------
2000 1999
---- ----
(unaudited)
(in thousands)
<S> <C> <C>
Revenues:
Net sales $ 158,032 $142,280
Other 777 695
--------- --------
158,809 142,975
--------- --------
Cost of goods sold including buying and occupancy costs 85,479 78,918
Selling, general and administrative expenses 72,997 68,033
--------- --------
Income/(loss) from operations 333 (3,976)
Interest expense - net (5,573) (6,346)
--------- --------
Loss before income taxes (5,240) (10,322)
Income tax benefit 2,100 4,130
--------- --------
Net loss $ (3,140) $ (6,192)
========= ========
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
3
<PAGE>
J. CREW OPERATING CORP. AND
SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Thirteen Weeks Ended
April 29, May 1,
--------- ------
2000 1999
---- ----
(unaudited)
(in thousands)
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss $ (3,140) $ (6,192)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 4,850 3,977
Amortization of deferred financing costs 493 482
Changes in assets and liabilities providing (using) cash:
Merchandise inventories (5,527) (6,083)
Prepaid expenses and other current assets 7,958 11,089
Other assets (173) (855)
Net assets held for disposal 3,871 (4,594)
Accounts payable and other liabilities (24,127) (18,590)
Federal and state income taxes (6,334) 3,755
-------- --------
Net cash used in operating activities (22,129) (17,011)
-------- --------
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures (9,710) (7,712)
Proceeds from construction allowances 1,516 1,110
-------- --------
Net cash used in investing activities (8,194) (6,602)
-------- --------
CASH FLOW FROM FINANCING ACTIVITIES:
Increase in notes payable, bank 14,000 25,000
Repayment of long-term debt (4,000) --
-------- --------
Net cash provided by financing activities 10,000 25,000
-------- --------
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (20,323) 1,387
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 38,693 9,643
-------- --------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 18,370 $ 11,030
======== ========
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
4
<PAGE>
J.CREW OPERATING CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Thirteen Weeks Ended May 1, 1999 and April 29, 2000
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
include the accounts of J. Crew Operating Corp. and its wholly-owned
subsidiaries (collectively, the "Company"). All significant
intercompany balances and transactions have been eliminated in
consolidation.
The condensed consolidated balance sheet as of April 29, 2000 and the
condensed consolidated statements of operations and cash flows for the
thirteen week periods ended April 29, 2000 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 the 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 29, 2000.
The revenues and expenses of the discontinued Clifford and Wills
catalog and outlet store operations for the thirteen weeks ended April
29, 2000 and May 1, 1999 were not material and, as a result, have been
netted in the accompanying consolidated statement of operations. In
February 2000 the Company sold certain intellectual property assets to
Spiegel Catalog, Inc. for $3.9 million. In connection with this sale
the Company agreed to cease the fulfillment of catalog orders but
retained the right to operate its outlet stores and conduct other
liquidation sales of inventories through December 31, 2000.
The results of operations for the thirteen week period ended April 29,
2000 are not necessarily indicative of the operating results for the
full fiscal year.
5
<PAGE>
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, political or financial instability in the countries where the
Company's goods are manufactured, postal rate increases, paper and printing
costs, 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
RESULTS OF OPERATIONS
Revenues for the three months ended April 29, 2000 increased to $158.8 million
from $143.0 million in the three months ended May 1, 1999. This increase can be
attributed primarily to an increase of $14.1 million in J.Crew Retail revenues.
The revenues of J.Crew Retail increased from $64.6 million in the first quarter
of 1999 to $78.7 million in the first quarter of 2000. This increase was due
primarily to the sales from the 16 stores opened during 1999. Comparable store
sales in the first quarter of 2000 increased by 3.2%. The number of stores open
at April 29, 2000 increased to 83 from 81 at January 29, 2000.
The revenues of J.Crew Direct increased from $58.6 million in the first quarter
of 1999 to $60.2 million in the first quarter of 2000. Revenues from J.Crew.com
(which are included in J.Crew Direct revenues) increased to $19.4 million in the
first quarter of 2000 from $9.9 million in the first quarter of 1999. Catalog
revenues in the first quarter of 2000 decreased to $40.8 million from $48.7
million in the first quarter of 1999, as the Company continues to migrate
customers to the Internet. Pages circulated were approximately the same in both
periods.
The revenues of J.Crew Factory increased from $19.0 million in the first quarter
of 1999 to $19.1 million in the first quarter of 2000. There were 42 stores open
during the first quarter of 2000 compared to 45 stores during the first quarter
of 1999.
Cost of goods sold, including buying and occupancy costs, decreased as a
percentage of revenues from 55.2% in the first quarter of 1999 to 53.8% in the
first quarter of 2000. This decrease is attributable primarily to an increase in
initial mark-up and a decrease in buying and occupancy costs as a percentage of
revenues.
6
<PAGE>
Selling, general and administrative expenses increased to $73.0 million in the
three months ended April 29, 2000 from $68.0 million in the three months ended
May 1, 1999. This increase resulted from an increase in general and
administrative expenses of $8.6 million offset by a decrease in selling expense
of $3.6 million. The increase in general and administrative expenses was due
primarily to the increase in the number of retail stores in operation during the
first quarter of 2000 compared to the first quarter of 1999. The decrease in
selling expense from the first quarter of 1999 to the first quarter of 2000
resulted from higher catalog costs in the first quarter of 1999. As a percentage
of revenues, selling, general and administrative expenses decreased to 46.0% of
revenues in the first quarter of 2000 from 47.6% in the first quarter of 1999.
The decrease in interest expense from $6.3 million in the first quarter of 1999
to $5.6 million in the first quarter of 2000 resulted primarily from the
repayment of $10 million of the term loan in the fourth quarter of 1999 and a
decrease in average borrowings under revolving credit arrangements from $26.5
million in the first quarter of 1999 to $1.7 million in the first quarter of
2000.
The decrease in the loss before income taxes from $10.3 million in the three
months ended May 1, 1999 to $5.2 million in the three months ended April 29,
2000 resulted primarily from the improvement in sales volume and merchandising
margin.
7
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
27. Financial Data Schedule.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the period covered by
this Report.
8
<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 OPERATING CORP.
(Registrant)
Date: June 7, 2000 By: /s/ Mark Sarvary
-----------------------------
Mark Sarvary
Chief Executive Officer
Date: June 7, 2000 By: /s/ Scott M. Rosen
-----------------------------
Scott M. Rosen
Chief Financial Officer
9
