J Crew (JCG) 10-Q 25 May 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Apr. 30, 2016	May. 20, 2016
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Apr. 30, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1
Trading Symbol	JCG
Entity Registrant Name	J CREW GROUP INC
Entity Central Index Key	1,051,251
Current Fiscal Year End Date	--01-28
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		1,000

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Apr. 30, 2016	Jan. 30, 2016
Current assets:
Cash and cash equivalents	$ 54,690	$ 87,812
Merchandise inventories	391,360	372,410
Prepaid expenses and other current assets	69,436	65,605
Total current assets	515,486	525,827
Property and equipment, net	387,836	398,244
Intangible assets, net	457,720	460,744
Goodwill	107,900	107,900
Other assets	8,329	7,261
Total assets	1,477,271	1,499,976
Current liabilities:
Accounts payable	236,230	248,342
Other current liabilities	156,943	157,765
Interest payable	5,293	5,279
Income taxes payable	9,967	7,086
Current portion of long-term debt	15,670	15,670
Total current liabilities	424,103	434,142
Long-term debt, net	1,499,080	1,501,917
Lease-related deferred credits, net	135,086	131,812
Deferred income taxes, net	142,610	148,819
Other liabilities	53,068	52,273
Total liabilities	2,253,947	2,268,963
Stockholders’ deficit:
Additional paid-in capital	979,691	979,333
Accumulated other comprehensive loss	(16,797)	(16,791)
Accumulated deficit	(1,739,570)	(1,731,529)
Total stockholders’ deficit	(776,676)	(768,987)
Total liabilities and stockholders’ deficit	$ 1,477,271	$ 1,499,976

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Apr. 30, 2016	Jan. 30, 2016
Statement Of Financial Position [Abstract]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	1,000	1,000
Common stock, shares issued	1,000	1,000
Common stock, shares outstanding	1,000	1,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2016	May. 02, 2015
Revenues:
Net sales	$ 553,219	$ 570,583
Other	14,280	11,221
Total revenues	567,499	581,804
Cost of goods sold, including buying and occupancy costs	362,545	365,281
Gross profit	204,954	216,523
Selling, general and administrative expenses	192,235	203,753
Impairment losses	5,396	533,362
Income (loss) from operations	7,323	(520,592)
Interest expense, net of interest income	18,215	17,309
Loss before income taxes	(10,892)	(537,901)
Benefit for income taxes	(2,851)	(75,490)
Net loss	(8,041)	(462,411)
Other comprehensive income (loss):
Reclassification of losses on cash flow hedges, net of tax, to earnings	605	12
Unrealized gains (losses) on cash flow hedges, net of tax	(1,071)	1,420
Foreign currency translation adjustments	460	(230)
Comprehensive loss	$ (8,047)	$ (461,209)

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional paid-in capital	Retained earnings (accumulated deficit)	Accumulated other comprehensive loss
Beginning Balance at Jan. 31, 2015	$ 516,024		$ 1,014,930	$ (488,853)	$ (10,053)
Beginning Balance (in shares) at Jan. 31, 2015		1,000
Net loss	(1,242,676)			(1,242,676)
Share-based compensation	2,580		2,580
Dividend and contribution to Parent	(38,177)		(38,177)
Reclassification of realized losses on cash flow hedges, net of tax, to earnings	74				74
Unrealized loss on cash flow hedges, net of tax	(7,012)				(7,012)
Foreign currency translation adjustments	200				200
Ending Balance at Jan. 30, 2016	(768,987)		979,333	(1,731,529)	(16,791)
Ending Balance (in shares) at Jan. 30, 2016		1,000
Net loss	(8,041)			(8,041)
Share-based compensation	358		358
Reclassification of realized losses on cash flow hedges, net of tax, to earnings	605				605
Unrealized loss on cash flow hedges, net of tax	(1,071)				(1,071)
Foreign currency translation adjustments	460				460
Ending Balance at Apr. 30, 2016	$ (776,676)		$ 979,691	$ (1,739,570)	$ (16,797)
Ending Balance (in shares) at Apr. 30, 2016		1,000

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Apr. 30, 2016	Jan. 30, 2016
Statement Of Stockholders Equity [Abstract]
Reclassification of realized losses on cash flow hedges, tax	$ 387	$ 47
Unrealized loss on cash flow hedges, tax	$ 685	$ 4,483

Condensed Consolidated Stateme7

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2016	May. 02, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (8,041)	$ (462,411)
Adjustments to reconcile to cash flows from operating activities:
Depreciation of property and equipment	26,210	25,100
Impairment losses	5,396	533,362
Amortization of intangible assets	3,024	3,880
Amortization of deferred financing costs and debt discount	1,265	1,257
Reclassification of hedging losses to earnings	992	12
Share-based compensation	358	1,293
Foreign currency transaction gains	(2,289)	(1,330)
Changes in operating assets and liabilities:
Merchandise inventories	(17,983)	(41,827)
Prepaid expenses and other current assets	(3,672)	1,485
Other assets	(1,087)	(474)
Accounts payable and other liabilities	(13,133)	10,272
Federal and state income taxes	(1,664)	(75,542)
Net cash used in operating activities	(10,624)	(4,923)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(19,056)	(18,476)
Net cash used in investing activities	(19,056)	(18,476)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal repayments of Term Loan Facility	(3,918)	(3,918)
Dividend and contribution to Parent		(19,476)
Net cash used in financing activities	(3,918)	(23,394)
Effect of changes in foreign exchange rates on cash and cash equivalents	476	155
Decrease in cash and cash equivalents	(33,122)	(46,638)
Beginning balance	87,812	111,097
Ending balance	54,690	64,459
Supplemental cash flow information:
Income taxes paid	72	252
Interest paid	$ 18,179	$ 18,660

Basis of Presentation

Basis of Presentation	3 Months Ended
	Apr. 30, 2016
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Basis of Presentation	1. Basis of Presentation J.Crew Group, Inc. and its wholly owned subsidiaries (the “Company” or “Group”) were acquired (the “Acquisition”) on March 7, 2011 through a merger with a subsidiary of Chinos Holdings, Inc. (the “Parent”). The Parent was formed by investment funds affiliated with TPG Capital, L.P. (“TPG”) and Leonard Green & Partners, L.P. (“LGP” and together with TPG, the “Sponsors”). Subsequent to the Acquisition, Group became an indirect, wholly owned subsidiary of Parent, which is owned by affiliates of the Sponsors, co-investors and members of management. Prior to March 7, 2011, the Company operated as a public company with its common stock traded on the New York Stock Exchange. The accompanying unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Therefore, these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2016. The Company’s fiscal year ends on the Saturday closest to January 31. All references to “fiscal 2016” represent the 52-week fiscal year that will end on January 28, 2017, and to “fiscal 2015” represent the 52-week fiscal year that ended January 30, 2016. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly in all material respects the Company’s financial position, results of operations and cash flows for the applicable interim periods. Certain prior year amounts have been reclassified to conform to current period presentation. Specifically, the Company adopted an accounting standard which requires certain deferred financing costs related to a recognized debt liability to be presented in the balance sheet as a reduction of the carrying amount of that debt liability. The adoption of this pronouncement resulted in the reclassification of $16,301 from long-term assets to long-term liabilities on the Company’s condensed consolidated balance sheet at January 30, 2016. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year as a whole. Management is required to make estimates and assumptions about future events in preparing financial statements in conformity with generally accepted accounting principles. These estimates and assumptions affect the amounts of assets, liabilities, revenues and expenses and the disclosure of loss contingencies at the date of the unaudited condensed consolidated financial statements. While management believes that past estimates and assumptions have been materially accurate, current estimates are subject to change if different assumptions as to the outcome of future events are made. Management evaluates estimates and judgments on an ongoing basis and predicates those estimates and judgments on historical experience and on reasonable factors. Since future events and their effects cannot be determined with absolute certainty, actual results may differ from the estimates used in preparing the accompanying unaudited condensed consolidated financial statements.

Management Services Agreement

Management Services Agreement	3 Months Ended
	Apr. 30, 2016
Related Party Transactions [Abstract]
Management Services Agreement	2. Management Services Agreement Pursuant to a management services agreement entered into in connection with the Acquisition, and in exchange for ongoing consulting and management advisory services, the Sponsors receive an aggregate annual monitoring fee prepaid quarterly equal to the greater of (i) 40 basis points of consolidated annual revenues or (ii) $8 million. The Sponsors also receive reimbursement for out-of-pocket expenses incurred in connection with services provided pursuant to the agreement. The Company recorded an expense of $2.6 million in the first quarter of both fiscal 2016 and fiscal 2015 for monitoring fees and out-of-pocket expenses, included in selling, general and administrative expenses in the statements of operations and comprehensive loss.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	3 Months Ended
	Apr. 30, 2016
Goodwill And Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	3. Goodwill and Intangible Assets A summary of the components of intangible assets is as follows: Loyalty Program Favorable Lease Madewell Key Money J.Crew Balance at January 30, 2016 $ 433 $ 14,208 $ 61,842 $ 4,266 $ 379,995 Amortization expense (433 ) (1,453 ) (1,025 ) (113 ) — Balance at April 30, 2016 $ — $ 12,755 $ 60,817 $ 4,153 $ 379,995 Total accumulated amortization or impairment losses at April 30, 2016 $ (27,010 ) $ (48,255 ) $ (21,183 ) $ (664 ) $ (505,305 ) During the first quarter of fiscal 2015, the Company recorded non-cash impairment charges of (i) $341 million related to goodwill and (ii) $190 million related to the intangible asset for the J.Crew trade name. The impairment losses were the result of the write-down of the following assets: For the Thirteen Weeks Ended April 30, 2016 For the Thirteen Weeks Ended May 2, 2015 Goodwill allocated to the J.Crew reporting unit $ — $ 340,900 Intangible asset related to the J.Crew trade name — 190,305 Long-lived assets (see note 7) 5,396 2,157 Impairment losses $ 5,396 $ 533,362 The carrying value of goodwill of $107.9 million relates to the Madewell reporting unit. There is no remaining goodwill attributable to the J.Crew reporting unit, which has previously recorded accumulated impairment losses of $1,579.0 million. The carrying value of the intangible asset for the J.Crew and Madewell trade names is $380.0 million and $60.8 million, respectively, at April 30, 2016. If operating results decline below the Company’s expectations, additional impairment charges may be recorded in the future.

Share-Based Compensation

Share-Based Compensation	3 Months Ended
	Apr. 30, 2016
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Share-Based Compensation	4. Share-Based Compensation Chinos Holdings, Inc. 2011 Equity Incentive Plan On March 4, 2011, the Parent adopted the Chinos Holdings, Inc. 2011 Equity Incentive Plan (the “2011 Plan”), which authorizes equity awards to be granted for up to 91,740,627 shares of the common stock of the Parent. The types of equity awards issued from the 2011 Plan include: (i) stock options that become exercisable over the requisite service period, (ii) stock options that only become exercisable when certain owners of the Parent receive a specified level of cash proceeds, as defined in the equity incentive plan, from the sale of their initial investment, (iii) restricted stock that vests over the requisite service period, and (iv) restricted stock that vests when certain performance conditions are met. A summary of share-based compensation recorded in the statements of operations and comprehensive loss is as follows: For the April 30, 2016 For the May 2, 2015 Share-based compensation $ 358 $ 1,293 A summary of shares available for grant as stock options or other share-based awards is as follows: Shares Available for grant at January 30, 2016 15,225,070 Granted (40,000 ) Forfeited and available for reissuance 1,220,000 Available for grant at April 30, 2016 16,405,070

Long-Term Debt and Credit Agree

Long-Term Debt and Credit Agreements	3 Months Ended
	Apr. 30, 2016
Debt Disclosure [Abstract]
Long-term Debt and Credit Agreements	5. Long-Term Debt and Credit Agreements A summary of the components of long-term debt is as follows: April 30, 2016 January 30, 2016 Term Loan Facility $ 1,535,660 $ 1,539,578 Less current portion (15,670 ) (15,670 ) Less deferred financing costs (15,500 ) (16,301 ) Less discount (5,410 ) (5,690 ) Long-term debt, net $ 1,499,080 $ 1,501,917 Borrowings under the ABL Facility $ — $ — ABL Facility The Company has an ABL Facility, which is governed by an asset-based credit agreement with Bank of America, N.A., as administrative agent and the other agents and lenders party thereto, that provides for a $350 million senior secured asset-based revolving line of credit (which may be increased by up to $25 million in certain circumstances), subject to a borrowing base limitation. The ABL Facility includes borrowing capacity in the form of letters of credit up to $300 million, and up to $25 million in U.S. dollars for loans on same-day notice, referred to as swingline loans, and is available in U.S. dollars, Canadian dollars and Euros. Any amounts outstanding under the ABL Facility are due and payable in full on December 10, 2019. On April 30, 2016, standby letters of credit were $21.2 million, excess availability, as defined, was $328.8 million, and there were no borrowings outstanding. Average short-term borrowings under the ABL Facility were $4.3 million in the first quarter of fiscal 2016. There were no short-term borrowings under the ABL Facility in the first quarter of fiscal 2015. Demand Letter of Credit Facility The Company has unsecured, demand letter of credit facilities with HSBC and Bank of America which provide for the issuance of up to $50 million and $20 million, respectively, of documentary letters of credit on a no fee basis. On April 30, 2016, outstanding documentary letters of credit were $13.3 million, and aggregate availability under these facilities was $56.7 million. Term Loan Facility Borrowings under the Term Loan Facility bear interest at a rate per annum equal to an applicable margin plus, at Group’s option, either (a) LIBOR determined by reference to the costs of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs (subject to a floor) or (b) a base rate determined by reference to the highest of (1) the prime rate of Bank of America, N.A., (2) the federal funds effective rate plus 0.50% and (3) a LIBOR determined by reference to the costs of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00%. The Company is required to make principal repayments equal to 0.25% of the original principal amount of the Term Loan Facility, or $3.9 million, on the last business day of January, April, July, and October. The Company is also required to repay the term loan based on an annual calculation of excess cash flow, as defined in the agreement. The maturity date of the Term Loan Facility is March 5, 2021. The interest rate on the borrowings outstanding under the Term Loan Facility was 4.00% on April 30, 2016. The applicable margin in effect for base rate borrowings was 2.00% and the LIBOR Floor and applicable margin with respect to LIBOR borrowings were 1.00% and 3.00%, respectively, at April 30, 2016. Interest expense A summary of the components of interest expense is as follows: For the For the Weeks Ended Term Loan Facility $ 15,534 $ 15,724 Amortization of deferred financing costs and debt discount 1,265 1,257 Realized hedging losses 995 64 Other interest, net of interest income 421 264 Interest expense, net $ 18,215 $ 17,309

Derivative Financial Instrument

Derivative Financial Instruments	3 Months Ended
	Apr. 30, 2016
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Derivative Financial Instruments	6. Derivative Financial Instruments In August 2014, the Company entered into interest rate cap and swap agreements that limit exposure to interest rate increases on a portion of the Company’s floating rate indebtedness. The interest rate cap agreements covered notional amounts of $400 million and capped LIBOR at 2.00% from March 2015 to March 2016. The interest rate swap agreements cover a notional amount of $800 million from March 2016 to March 2019 and carry a fixed rate of 2.56% plus the applicable margin. The Company designated the interest rate cap and swap agreements as cash flow hedges. As cash flow hedges, unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The effective portion of such gains or losses is recorded as a component of accumulated other comprehensive income or loss, while the ineffective portion of such gains or losses is recorded as a component of interest expense. Future realized gains and losses in connection with each required interest payment will be reclassified from accumulated other comprehensive income or loss to interest expense. The fair values of the interest rate cap and swap agreements are estimated using industry standard valuation models using market-based observable inputs, including interest rate curves (level 2 inputs). A summary of the recorded assets (liabilities) included in the condensed consolidated balance sheet is as follows: April 30, 2016 January 30, 2016 Interest rate caps (included in other assets) $ — $ — Interest rate swaps (included in other liabilities) $ (30,538 ) $ (31,110 )

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Apr. 30, 2016
Fair Value Disclosures [Abstract]
Fair Value Measurements	7. Fair Value Measurements The Company uses a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: — Level 1 – Quoted prices in active markets for identical assets or liabilities. — Level 2 – Observable inputs, other than quoted prices included in Level 1, such as quoted prices for markets that are not active; or other inputs that are observable or can be corroborated by observable market data. — Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Financial assets and liabilities The fair value of the Company’s debt is $1,236 million and $1,051 million at April 30, 2016 and January 30, 2016 based on quoted market prices of the debt (level 1 inputs). The Company’s interest rate cap and swap agreements are measured in the financial statements at fair value on a recurring basis. See note 6 for more information regarding the fair value of this financial liability. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts payable and other current liabilities approximate fair value because of their short-term nature. Non-financial assets and liabilities Certain non-financial assets, including goodwill, the intangible asset for the J.Crew trade name, and certain long-lived assets have been written down and measured in the financial statements at fair value. The Company does not have any other non-financial assets or liabilities as of April 30, 2016 or January 30, 2016 that are measured in the financial statements at fair value. The Company assesses the recoverability of goodwill and intangible assets whenever there are indicators of impairment, or at least annually in the fourth quarter. If the recorded carrying value of an intangible asset exceeds its fair value, the Company records a charge to write down the intangible asset to its fair value. Impairment charges of goodwill are based on fair value measurements derived using a combination of an income approach, specifically the discounted cash flow, a market approach, and a transaction approach. Impairment charges of intangible assets are based on fair value measurements derived using a relief from royalty method, which considers projected revenue and an estimated royalty rate. The valuation methodologies incorporate unobservable inputs reflecting significant estimates and assumptions made by management (level 3 inputs). For more information related to goodwill and intangible asset impairment charges, see note 3. The Company performs impairment tests of long-lived assets whenever there are indicators of impairment. These tests typically contemplate assets at a store level (e.g. leasehold improvements). The Company recognizes an impairment loss when the carrying value of a long-lived asset is not recoverable in light of the undiscounted future cash flows and measures an impairment loss as the difference between the carrying amount and fair value of the asset based on discounted future cash flows. The Company has determined that the future cash flow approach (level 3 inputs) provides the most relevant and reliable means by which to determine fair value in this circumstance. The carrying value of long-lived assets written down to fair value was $5,396 and $2,157 in the first quarter of fiscal 2016 and fiscal 2015, respectively.

Income Taxes

Income Taxes	3 Months Ended
	Apr. 30, 2016
Income Tax Disclosure [Abstract]
Income Taxes	8. Income Taxes The Parent files a consolidated federal income tax return, which includes Group and all of its wholly owned subsidiaries. Each subsidiary files separate, or combined where required, state or local tax returns in required jurisdictions. The federal tax returns for the periods ended January 2012 and January 2013 are currently under examination. Various state and local jurisdiction tax authorities are in the process of examining income tax returns or hearing appeals for certain tax years ranging from 2009 to 2013. The results of these audits and appeals are not expected to have a significant effect on the results of operations or financial position. The effective tax rate for the first quarter of fiscal 2016 was 26%. Items driving differences between the U.S. federal statutory rate of 35% and the effective rate include (i) state and local income taxes, (ii) the recognition of certain foreign valuation allowances, (iii) lower rates in certain foreign jurisdictions, and (iv) reserves for uncertain tax positions. The effective tax rate for the first quarter of fiscal 2015 was 14%. The difference between the U.S. federal statutory rate of 35% and the effective rate was driven primarily by the non-cash impairment charge related to the write off of goodwill, which is not tax deductible, and therefore has no tax benefit. Other items impacting the effective rate include state and local income taxes and the recognition of certain foreign valuation allowances. While the Company expects the amount of unrecognized tax benefits to change in the next 12 months, the change is not expected to have a significant effect on the results of operations or financial position. However, the outcome of tax matters is uncertain and unforeseen results can occur.

Legal Proceedings

Legal Proceedings	3 Months Ended
	Apr. 30, 2016
Commitments And Contingencies Disclosure [Abstract]
Legal Proceedings	9. Legal Proceedings The Company is subject to various legal proceedings and claims arising in the ordinary course of business. Management does not expect that the results of any of these legal proceedings, either individually or in the aggregate, would have a material effect on the Company’s financial position, results of operations or cash flows. As of April 30, 2016, the Company has accrued an immaterial amount of charges for certain legal contingencies in connection with ongoing claims and litigation. In addition, there are certain other claims and legal proceedings pending against the Company for which accruals have not been established.

Related Party Transaction

Related Party Transaction	3 Months Ended
	Apr. 30, 2016
Related Party Transactions [Abstract]
Related Party Transaction	10. Related Party Transaction On November 4, 2013, Chinos Intermediate Holdings A, Inc. (the “Issuer”), an indirect parent holding company of Group, issued $500 million aggregate principal of 7.75/8.50% Senior PIK Toggle Notes due May 1, 2019 (the “PIK Notes”). The PIK Notes are (i) senior unsecured obligations of the Issuer, (ii) structurally subordinated to all of the liabilities of the Issuer’s subsidiaries, and (iii) not guaranteed by any of the Issuer’s subsidiaries, and therefore are not recorded in the financial statements of the Company. On April 29, 2016, the Issuer delivered notice to U.S. Bank N.A., as trustee, under the indenture governing the PIK Notes, that with respect to the interest that will be due on such notes on the November 1, 2016 interest payment date, the Issuer will make such interest payment by paying in kind at the PIK interest rate of 8.50% instead of paying in cash. The PIK election will increase the outstanding principal balance of the PIK Notes by $22.2 million to $543.4 million. Therefore, the Company will not pay a dividend to the Issuer in the third quarter of fiscal 2016 to fund a semi-annual interest payment. Pursuant to the terms of the indenture governing the PIK Notes, the Issuer intends to evaluate this option prior to the beginning of each interest period based on relevant factors at that time.

Recent Accounting Pronouncement

Recent Accounting Pronouncements	3 Months Ended
	Apr. 30, 2016
Accounting Changes And Error Corrections [Abstract]
Recent Accounting Pronouncements	11. Recent Accounting Pronouncements In April 2015, a pronouncement was issued that requires certain deferred financing costs related to a recognized debt liability to be presented in the balance sheet as a reduction of the carrying amount of that debt liability. The pronouncement is effective for fiscal years beginning after December 15, 2015. The adoption of this pronouncement resulted in the reclassification of $16,301 from long-term assets to long-term liabilities on the Company’s condensed consolidated balance sheet at January 30, 2016. In May 2014, a pronouncement was issued that clarified the principles of revenue recognition, which standardizes a comprehensive model for recognizing revenue arising from contracts with customers. The pronouncement is effective for fiscal years beginning after December 15, 2017. The Company is currently evaluating the impact of the new pronouncement on its condensed consolidated financial statements. In July 2015, a pronouncement was issued that more closely aligns the measurement of inventory in U.S. GAAP with International Financial Reporting Standards by requiring companies using the first-in, first-out and average costs methods to measure inventory using the lower of cost and net realizable value. The pronouncement is effective for fiscal years beginning after December 15, 2016. The Company is currently evaluating the impact of the new pronouncement on its condensed consolidated financial statements. In February 2016, a pronouncement was issued that requires lessees to recognize assets and liabilities on the balance sheet for leases with accounting lease terms of more than 12 months. The pronouncement is effective for fiscal years beginning after December 15, 2018. While the Company is currently evaluating the impact of the new pronouncement on its consolidated financial statements, the adoption is expected to have a significant impact on its condensed consolidated balance sheet.

Basis of Presentation (Policies

Basis of Presentation (Policies)	3 Months Ended
	Apr. 30, 2016
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Goodwill and Intangible Assets	Certain non-financial assets, including goodwill, the intangible asset for the J.Crew trade name, and certain long-lived assets have been written down and measured in the financial statements at fair value. The Company does not have any other non-financial assets or liabilities as of April 30, 2016 or January 30, 2016 that are measured in the financial statements at fair value. The Company assesses the recoverability of goodwill and intangible assets whenever there are indicators of impairment, or at least annually in the fourth quarter. If the recorded carrying value of an intangible asset exceeds its fair value, the Company records a charge to write down the intangible asset to its fair value. Impairment charges of goodwill are based on fair value measurements derived using a combination of an income approach, specifically the discounted cash flow, a market approach, and a transaction approach. Impairment charges of intangible assets are based on fair value measurements derived using a relief from royalty method, which considers projected revenue and an estimated royalty rate. The valuation methodologies incorporate unobservable inputs reflecting significant estimates and assumptions made by management (level 3 inputs). For more information related to goodwill and intangible asset impairment charges, see note 3.
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy	The Company performs impairment tests of long-lived assets whenever there are indicators of impairment. These tests typically contemplate assets at a store level (e.g. leasehold improvements). The Company recognizes an impairment loss when the carrying value of a long-lived asset is not recoverable in light of the undiscounted future cash flows and measures an impairment loss as the difference between the carrying amount and fair value of the asset based on discounted future cash flows. The Company has determined that the future cash flow approach (level 3 inputs) provides the most relevant and reliable means by which to determine fair value in this circumstance. The carrying value of long-lived assets written down to fair value was $5,396 and $2,157 in the first quarter of fiscal 2016 and fiscal 2015, respectively.

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	3 Months Ended
	Apr. 30, 2016
Goodwill And Intangible Assets Disclosure [Abstract]
Components of Intangible Assets and Goodwill	A summary of the components of intangible assets is as follows: Loyalty Program Favorable Lease Madewell Key Money J.Crew Balance at January 30, 2016 $ 433 $ 14,208 $ 61,842 $ 4,266 $ 379,995 Amortization expense (433 ) (1,453 ) (1,025 ) (113 ) — Balance at April 30, 2016 $ — $ 12,755 $ 60,817 $ 4,153 $ 379,995 Total accumulated amortization or impairment losses at April 30, 2016 $ (27,010 ) $ (48,255 ) $ (21,183 ) $ (664 ) $ (505,305 )
Summary of Aggregate Impairment Losses	The impairment losses were the result of the write-down of the following assets: For the Thirteen Weeks Ended April 30, 2016 For the Thirteen Weeks Ended May 2, 2015 Goodwill allocated to the J.Crew reporting unit $ — $ 340,900 Intangible asset related to the J.Crew trade name — 190,305 Long-lived assets (see note 7) 5,396 2,157 Impairment losses $ 5,396 $ 533,362

Share-Based Compensation (Table

Share-Based Compensation (Tables)	3 Months Ended
	Apr. 30, 2016
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Share-Based Compensation Recorded in Statements of Operations	A summary of share-based compensation recorded in the statements of operations and comprehensive loss is as follows: For the April 30, 2016 For the May 2, 2015 Share-based compensation $ 358 $ 1,293
Shares Available for Grant as Stock Options or Other Share-Based Awards	A summary of shares available for grant as stock options or other share-based awards is as follows: Shares Available for grant at January 30, 2016 15,225,070 Granted (40,000 ) Forfeited and available for reissuance 1,220,000 Available for grant at April 30, 2016 16,405,070

Long-Term Debt and Credit Agr22

Long-Term Debt and Credit Agreements (Tables)	3 Months Ended
	Apr. 30, 2016
Debt Disclosure [Abstract]
Long-Term Debt	A summary of the components of long-term debt is as follows: April 30, 2016 January 30, 2016 Term Loan Facility $ 1,535,660 $ 1,539,578 Less current portion (15,670 ) (15,670 ) Less deferred financing costs (15,500 ) (16,301 ) Less discount (5,410 ) (5,690 ) Long-term debt, net $ 1,499,080 $ 1,501,917 Borrowings under the ABL Facility $ — $ —
Interest Expense	A summary of the components of interest expense is as follows: For the For the Weeks Ended Term Loan Facility $ 15,534 $ 15,724 Amortization of deferred financing costs and debt discount 1,265 1,257 Realized hedging losses 995 64 Other interest, net of interest income 421 264 Interest expense, net $ 18,215 $ 17,309

Derivative Financial Instrume23

Derivative Financial Instruments (Tables)	3 Months Ended
	Apr. 30, 2016
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Recorded Amounts Included in Condensed Consolidated Balance Sheet	A summary of the recorded assets (liabilities) included in the condensed consolidated balance sheet is as follows: April 30, 2016 January 30, 2016 Interest rate caps (included in other assets) $ — $ — Interest rate swaps (included in other liabilities) $ (30,538 ) $ (31,110 )

Basis of Presentation - Additio

Basis of Presentation - Additional Information (Details) $ in Thousands	Jan. 30, 2016USD ($)
New Accounting Pronouncement, Early Adoption, Effect
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Reclassification from long-term assets to long-term liabilities	$ 16,301

Management Services Agreement -

Management Services Agreement - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Apr. 30, 2016	May. 02, 2015
Related Party Transaction [Line Items]
Sponsor fees, description	Pursuant to a management services agreement entered into in connection with the Acquisition, and in exchange for ongoing consulting and management advisory services, the Sponsors receive an aggregate annual monitoring fee prepaid quarterly equal to the greater of (i) 40 basis points of consolidated annual revenues or (ii) $8 million. The Sponsors also receive reimbursement for out-of-pocket expenses incurred in connection with services provided pursuant to the agreement.
Selling, General and Administrative Expenses
Related Party Transaction [Line Items]
Monitoring fees, included in selling, general and administrative expenses	$ 2.6	$ 2.6
Management Revenue Scenario One
Related Party Transaction [Line Items]
Consolidation annual revenue in basis points	0.40%
Management Revenue Scenario Two
Related Party Transaction [Line Items]
Annual monitoring fee	$ 8

Goodwill and Intangible Asset26

Goodwill and Intangible Assets - Components of Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2016	May. 02, 2015
Intangible Assets Goodwill [Line Items]
Beginning balance	$ 460,744
Amortization expense	(3,024)	$ (3,880)
Ending balance	457,720
Loyalty Program And Customer Lists
Intangible Assets Goodwill [Line Items]
Beginning balance	433
Amortization expense	(433)
Total accumulated amortization or impairment losses	(27,010)
Favorable Lease Commitments
Intangible Assets Goodwill [Line Items]
Beginning balance	14,208
Amortization expense	(1,453)
Ending balance	12,755
Total accumulated amortization or impairment losses	(48,255)
Madewell Trade Name
Intangible Assets Goodwill [Line Items]
Beginning balance	61,842
Amortization expense	(1,025)
Ending balance	60,817
Total accumulated amortization or impairment losses	(21,183)
Key Money
Intangible Assets Goodwill [Line Items]
Beginning balance	4,266
Amortization expense	(113)
Ending balance	4,153
Total accumulated amortization or impairment losses	(664)
J.Crew Trade Name
Intangible Assets Goodwill [Line Items]
Beginning balance	379,995
Ending balance	379,995
Total accumulated amortization or impairment losses	$ (505,305)

Goodwill and Intangible Asset27

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	3 Months Ended
	May. 02, 2015	Apr. 30, 2016	Jan. 30, 2016
Intangible Assets Goodwill [Line Items]
Goodwill		$ 107,900,000	$ 107,900,000
Intangible assets, net		457,720,000	460,744,000
Madewell Trade Names
Intangible Assets Goodwill [Line Items]
Intangible assets, net		60,817,000	61,842,000
J.Crew Reporting Units
Intangible Assets Goodwill [Line Items]
Impairment losses, goodwill	$ 340,900,000
Goodwill		0
Accumulated impairment losses, goodwill		1,579,000,000
J.Crew Trade Name
Intangible Assets Goodwill [Line Items]
Intangible asset impairment charge	$ 190,305,000
Intangible assets, net		379,995,000	$ 379,995,000
Madewell Reporting Units
Intangible Assets Goodwill [Line Items]
Goodwill		$ 107,900,000

Goodwill and Intangible Asset28

Goodwill and Intangible Assets - Summary of Aggregate Impairment Losses (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2016	May. 02, 2015
Intangible Assets Goodwill [Line Items]
Long-lived assets	$ 5,396	$ 2,157
Impairment losses	$ 5,396	533,362
J.Crew Reporting Units
Intangible Assets Goodwill [Line Items]
Impairment losses, goodwill		340,900
J.Crew Trade Name
Intangible Assets Goodwill [Line Items]
Impairment losses, intangible		$ 190,305

Share-Based Compensation - Addi

Share-Based Compensation - Additional Information (Details)	Mar. 04, 2011shares
Chinos Holdings, Inc. 2011 Equity Incentive Plan | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity incentive plan, shares authorized	91,740,627

Share-Based Compensation - Shar

Share-Based Compensation - Share-Based Compensation Recorded in Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2016	May. 02, 2015
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Share-based compensation	$ 358	$ 1,293

Share-Based Compensation - Sh31

Share-Based Compensation - Shares Available for Grants as Stock Options or Other Share-Based Awards (Details)	3 Months Ended
	Apr. 30, 2016shares
Disclosure Shares Available For Grants As Stock Options Or Other Share Based Awards [Abstract]
Available for grant beginning balance	15,225,070
Granted	(40,000)
Forfeited and available for reissuance	1,220,000
Available for grant ending balance	16,405,070

Long-Term Debt and Credit Agr32

Long-Term Debt and Credit Agreements - Long-Term Debt (Details) - USD ($) $ in Thousands	Apr. 30, 2016	Jan. 30, 2016
Debt Instrument [Line Items]
Less current portion	$ (15,670)	$ (15,670)
Long-term debt, net	1,499,080	1,501,917
Term Loan Facility
Debt Instrument [Line Items]
Term Loan Facility	1,535,660	1,539,578
Less current portion	(15,670)	(15,670)
Less deferred financing costs	(15,500)	(16,301)
Less discount	$ (5,410)	$ (5,690)

Long-Term Debt and Credit Agr33

Long-Term Debt and Credit Agreements - Additional Information (Details) - USD ($)	3 Months Ended
	Apr. 30, 2016	May. 02, 2015
Term Loan Facility
Debt Instrument [Line Items]
Debt, quarterly principal payments percentage	0.25%
Debt, quarterly principal payments	$ 3,900,000
Debt, maturity date	Mar. 5, 2021
Interest rate	4.00%
Term Loan Facility | Federal Funds Effective Rate
Debt Instrument [Line Items]
Interest rate margin	0.50%
Term Loan Facility | LIBOR Borrowings Based on Group's average historical excess availability
Debt Instrument [Line Items]
Interest rate margin	1.00%
Term Loan Facility | LIBOR Borrowings Based on Group's average historical excess availability | Minimum
Debt Instrument [Line Items]
Interest rate margin	1.00%
Term Loan Facility | LIBOR Borrowings Based on Group's average historical excess availability | Maximum
Debt Instrument [Line Items]
Interest rate margin	3.00%
Term Loan Facility | Base Rate Borrowings
Debt Instrument [Line Items]
Interest rate margin	2.00%
ABL Credit Facility
Debt Instrument [Line Items]
Line of credit facility borrowing capacity	$ 350,000,000
Credit facility, additional borrowing capacity	$ 25,000,000
Line of credit facility, expiration date	Dec. 10, 2019
Outstanding stand-by letters of credit	$ 21,200,000
Letters of credit, remaining borrowing capacity	328,800,000
Outstanding borrowings	0
Average short-term borrowings under the ABL Facility	4,300,000	$ 0
ABL Credit Facility | Swingline Loans
Debt Instrument [Line Items]
Line of credit facility borrowing capacity	25,000,000
ABL Credit Facility | Letter of Credit
Debt Instrument [Line Items]
Line of credit facility borrowing capacity	300,000,000
Documentary Letters Of Credit
Debt Instrument [Line Items]
Outstanding stand-by letters of credit	13,300,000
Letters of credit, remaining borrowing capacity	56,700,000
Documentary Letters Of Credit | HSBC
Debt Instrument [Line Items]
Line of credit facility borrowing capacity	50,000,000
Documentary Letters Of Credit | Bank of America
Debt Instrument [Line Items]
Line of credit facility borrowing capacity	$ 20,000,000

Long-Term Debt and Credit Agr34

Long-Term Debt and Credit Agreements - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2016	May. 02, 2015
Debt Instrument [Line Items]
Interest expense, net of interest income	$ 18,215	$ 17,309
Term Loan Facility
Debt Instrument [Line Items]
Interest expense, net of interest income	15,534	15,724
Realized hedging losses
Debt Instrument [Line Items]
Interest expense, net of interest income	995	64
Amortization of deferred financing costs and debt discount
Debt Instrument [Line Items]
Interest expense, net of interest income	1,265	1,257
Other interest, net of interest income
Debt Instrument [Line Items]
Interest expense, net of interest income	$ 421	$ 264

Derivative Financial Instrume35

Derivative Financial Instruments - Additional Information (Details)	Aug. 31, 2014USD ($)
Interest Rate Caps March 2015 To March 2016
Derivative [Line Items]
Aggregate notional amount of interest rate derivative	$ 400,000,000
Interest Rate Caps March 2015 To March 2016 | LIBOR Borrowings Based on Group's average historical excess availability
Derivative [Line Items]
Interest rate cap agreements, capped LIBOR	2.00%
Interest Rate Swap March 2016 To March 2019
Derivative [Line Items]
Aggregate notional amount of interest rate derivative	$ 800,000,000
Interest Rate Swap March 2016 To March 2019 | Interest Rate Swap
Derivative [Line Items]
Interest rate derivative, fixed interest rate	2.56%

Derivative Financial Instrume36

Derivative Financial Instruments - Recorded Amounts Included in Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Apr. 30, 2016	Jan. 30, 2016
Other Liabilities | Interest Rate Swap
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Interest rate swaps (included in other liabilities)	$ (30,538)	$ (31,110)

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2016	May. 02, 2015	Jan. 30, 2016
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Carrying value of long-lived assets written down to fair value	$ 5,396	$ 2,157
Fair Value, Inputs, Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Estimated fair value of debt	$ 1,236,000		$ 1,051,000

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details)	3 Months Ended
	Apr. 30, 2016	May. 02, 2015
Income Tax Disclosure [Abstract]
U.S. federal statutory rate	35.00%	35.00%
Effective tax rate	26.00%	14.00%

Related Party Transaction - Add

Related Party Transaction - Additional Information (Details) - USD ($)	Apr. 29, 2016	Nov. 04, 2013	Oct. 29, 2016	May. 02, 2015	Nov. 01, 2016
Related Party Transaction [Line Items]
Dividends paid				$ 19,476,000
Chinos Intermediate Holdings A Inc | Payment in Kind (PIK) Note
Related Party Transaction [Line Items]
Principal amount of notes issued		$ 500,000,000
Senior notes interest rate	8.50%
Debt, maturity date		May 1, 2019
Interest payment date	Nov. 1, 2016
Increase in principal amount of notes issued	$ 22,200,000
Chinos Intermediate Holdings A Inc | Payment in Kind (PIK) Note | Scenario, Forecast
Related Party Transaction [Line Items]
Principal amount of notes issued					$ 543,400,000
Dividends paid			$ 0
Chinos Intermediate Holdings A Inc | Payment in Kind (PIK) Note | Minimum
Related Party Transaction [Line Items]
Senior notes interest rate		7.75%
Chinos Intermediate Holdings A Inc | Payment in Kind (PIK) Note | Maximum
Related Party Transaction [Line Items]
Senior notes interest rate		8.50%

Recent Accounting Pronounceme40

Recent Accounting Pronouncements - Additional Information (Details) $ in Thousands	Jan. 30, 2016USD ($)
New Accounting Pronouncement, Early Adoption, Effect
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Reclassification from long-term assets to long-term liabilities	$ 16,301