J Crew (JCG) 10-Q 23 Aug 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jul. 29, 2017	Aug. 18, 2017
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jul. 29, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2
Trading Symbol	JCG
Entity Registrant Name	J CREW GROUP INC
Entity Central Index Key	1,051,251
Current Fiscal Year End Date	--02-03
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		1,000

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jul. 29, 2017	Jan. 28, 2017
Current assets:
Cash and cash equivalents	$ 62,426	$ 132,226
Merchandise inventories	299,796	314,492
Prepaid expenses and other current assets	63,773	59,494
Total current assets	425,995	506,212
Property and equipment, net	330,006	362,187
Intangible assets, net	313,161	450,204
Goodwill	107,900	107,900
Other assets	7,321	6,207
Total assets	1,184,383	1,432,710
Current liabilities:
Accounts payable	188,297	194,494
Other current liabilities	150,321	157,141
Interest payable	6,769	7,977
Income taxes payable to Parent	25,332	25,215
Current portion of long-term debt	19,588	15,670
Total current liabilities	390,307	400,497
Long-term debt, net	1,701,887	1,494,490
Lease-related deferred credits, net	129,228	132,566
Deferred income taxes, net	98,011	148,200
Other liabilities	40,101	43,168
Total liabilities	2,359,534	2,218,921
Stockholders’ deficit:
Additional paid-in capital	731,145	980,368
Accumulated other comprehensive loss	(7,304)	(11,536)
Accumulated deficit	(1,898,992)	(1,755,043)
Total stockholders’ deficit	(1,175,151)	(786,211)
Total liabilities and stockholders’ deficit	$ 1,184,383	$ 1,432,710

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jul. 29, 2017	Jan. 28, 2017
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		6 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Jul. 29, 2017	Jul. 30, 2016
Revenues:
Net sales	$ 536,180	$ 554,998	$ 1,049,359	$ 1,108,216
Other	24,726	14,822	43,513	29,103
Total revenues	560,906	569,820	1,092,872	1,137,319
Cost of goods sold, including buying and occupancy costs	344,274	366,621	688,004	729,167
Gross profit	216,632	203,199	404,868	408,152
Selling, general and administrative expenses	210,136	196,522	420,558	388,756
Impairment losses	3,898		135,055	5,396
Income (loss) from operations	2,598	6,677	(150,745)	14,000
Interest expense, net of interest income	22,818	20,621	43,254	38,836
Loss before income taxes	(20,220)	(13,944)	(193,999)	(24,836)
Provision (benefit) for income taxes	434	(5,317)	(50,050)	(8,168)
Net loss	(20,654)	(8,627)	(143,949)	(16,668)
Other comprehensive income (loss):
Reclassification of losses on cash flow hedges, net of tax, to earnings	1,682	1,927	3,546	2,532
Unrealized loss on cash flow hedges, net of tax	(497)	(1,806)	(501)	(2,877)
Foreign currency translation adjustments	777	(1,153)	1,187	(693)
Comprehensive loss	$ (18,692)	$ (9,659)	$ (139,717)	$ (17,706)

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive loss
Beginning Balance at Jan. 30, 2016	$ (768,987)		$ 979,333	$ (1,731,529)	$ (16,791)
Beginning Balance (in shares) at Jan. 30, 2016		1,000
Net loss	(23,514)			(23,514)
Share-based compensation	1,035		1,035
Reclassification of realized losses on cash flow hedges, net of tax, to earnings	6,387				6,387
Unrealized loss on cash flow hedges, net of tax	449				449
Foreign currency translation adjustments	(1,581)				(1,581)
Ending Balance at Jan. 28, 2017	(786,211)		980,368	(1,755,043)	(11,536)
Ending Balance (in shares) at Jan. 28, 2017		1,000
Net loss	(143,949)			(143,949)
Share-based compensation	373		373
Non-cash contribution to Parent in connection with Exchange Offer	(249,596)		(249,596)
Reclassification of realized losses on cash flow hedges, net of tax, to earnings	3,546				3,546
Unrealized loss on cash flow hedges, net of tax	(501)				(501)
Foreign currency translation adjustments	1,187				1,187
Ending Balance at Jul. 29, 2017	$ (1,175,151)		$ 731,145	$ (1,898,992)	$ (7,304)
Ending Balance (in shares) at Jul. 29, 2017		1,000

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) (Parenthetical) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jul. 29, 2017	Jan. 28, 2017
Statement Of Stockholders Equity [Abstract]
Reclassification of realized losses on cash flow hedges, tax	$ 2,267	$ 4,083
Unrealized loss on cash flow hedges, tax	$ 320	$ 287

Condensed Consolidated Stateme7

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jul. 29, 2017	Jul. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (143,949)	$ (16,668)
Adjustments to reconcile to cash flows from operating activities:
Impairment losses	135,055	5,396
Depreciation of property and equipment	49,739	52,887
Reclassification of hedging losses to earnings	5,814	4,151
Amortization of intangible assets	4,558	5,544
Amortization of deferred financing costs and debt discount	2,554	2,529
Share-based compensation	373	607
Foreign currency transaction gains	(627)	(1,579)
Deferred income taxes	(52,136)	(11,943)
Changes in operating assets and liabilities:
Merchandise inventories	15,067	(19,080)
Prepaid expenses and other current assets	(4,060)	(1,750)
Other assets	(543)	(622)
Accounts payable and other liabilities	(23,718)	(19,148)
Federal and state income taxes	2,225	5,174
Net cash provided by (used in) operating activities	(9,648)	5,498
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(20,173)	(36,137)
Net cash used in investing activities	(20,173)	(36,137)
CASH FLOWS FROM FINANCING ACTIVITIES:
Costs paid and deferred in connection with refinancing of debt	(5,740)
Quarterly principal repayments of Term Loan Facility	(7,835)	(7,835)
Net cash used in financing activities	(40,541)	(7,835)
Effect of changes in foreign exchange rates on cash and cash equivalents	562	(178)
Decrease in cash and cash equivalents	(69,800)	(38,652)
Beginning balance	132,226	87,812
Ending balance	62,426	49,160
Supplemental cash flow information:
Income taxes paid	825	490
Interest paid	41,467	$ 37,246
Non-cash contribution to Parent in connection with Exchange Offer	249,596
New Money Notes
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from term loan facility, net of discount	94,090
New Term Loan Borrowings
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from term loan facility, net of discount	29,400
Term Loan Facility
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments pursuant to the Term Loan amendment	$ (150,456)

Basis of Presentation

Basis of Presentation	6 Months Ended
	Jul. 29, 2017
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, 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 28, 2017. The Company’s fiscal year ends on the Saturday closest to January 31. All references to “fiscal 2017” represent the 53-week fiscal year that will end on February 3, 2018 and to “fiscal 2016” represent the 52-week fiscal year that ended January 28, 2017. 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. 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.

Debt Exchange and Refinancing

Debt Exchange and Refinancing	6 Months Ended
	Jul. 29, 2017
Debt Disclosure [Abstract]
Debt Exchange and Refinancing	2. Debt Exchange and Refinancing Transaction Overview On July 13, 2017, the Parent and certain of its subsidiaries completed the following interrelated liability management transactions: • a private exchange offer (the “Exchange Offer”) pursuant to which $565.7 million aggregate principal amount of the outstanding 7.75%/8.50% Senior PIK Toggle Notes due 2019 (the “PIK Notes”) issued by Chinos Intermediate Holdings A, Inc., a direct wholly-owned subsidiary of the Parent (the “PIK Notes Issuer”), were exchanged for aggregate consideration consisting of: o $249,596,000 aggregate principal amount of 13% Senior Secured Notes due 2021 (the “Exchange Notes”) , which is secured primarily by the U.S. intellectual property assets held by J.Crew Domestic Brand, LLC (“IPCo”) o 189,688 shares of Parent’s 7% non-convertible perpetual series A preferred stock, no par value per share, with an aggregate initial liquidation preference of $189,688,000 (the “Series A Preferred Stock”); and o 15% of Parent’s common equity, or 17,362,719 shares of Parent’s class A common stock, $0.00001 par value per share (the “Class A Common Stock”); • the receipt of consents from the holders of a majority of the PIK Notes with respect to certain amendments to the indenture governing the PIK Notes; • completion of an amendment to the Company’s Amended and Restated Credit Agreement, dated as of March 5, 2014 (the “Term Loan Facility”) to, among other things, facilitate the following related transactions: o the repayment of $150.5 million principal amount of term loans outstanding under the Term Loan Facility; o the transfer of the remaining undivided 27.96% ownership interest in the U.S. intellectual property rights of the J.Crew brand (the “Additional Transferred IP”) to IPCo, which, together with the undivided 72.04% ownership interest transferred in December 2016 (the “Initial Transferred IP”) represent 100% of the U.S. intellectual property rights of the J.Crew brand (the “Transferred IP”), and the execution of related license agreements; o the issuance of $97.0 million aggregate principal amount of an additional series of 13% Senior Secured Notes due 2021 (the “New Money Notes” and, together with the Exchange Notes, the “New Notes”), subject to the same terms and conditions as the Exchange Notes, for cash at a 3% discount, subject to the terms of the note purchase agreement, dated June 12, 2017, the proceeds of which were loaned on a subordinated basis to the Company and were applied, in part, to finance the repayment of the $150.5 million principal amount of term loans referenced above; and o the raising of additional borrowings under the Term Loan Facility of $30.0 million (at a 2% discount) provided by the Company’s Sponsors (the “New Term Loan Borrowings”), the net proceeds of which were also applied, in part, to finance the repayment of the $150.5 million principal amount of term loans referenced above.

Management Services Agreement

Management Services Agreement	6 Months Ended
	Jul. 29, 2017
Related Party Transactions [Abstract]
Management Services Agreement	3. 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 “Services”), the Sponsors received an aggregate annual monitoring fee prepaid quarterly equal to the greater of (i) 40 basis points of consolidated annual revenues or (ii) $8 million (in either case, the “Advisory Fee”). The Sponsors also receive reimbursement for out-of-pocket expenses incurred in connection with services provided pursuant to the agreement. On July 13, 2017, the management services agreement was amended and restated to require the Parent to provide the Services previously provided by the Sponsors. In addition to the amendment, the Parent and Sponsors entered into a new management services agreement, pursuant to which the Sponsors will provide the Services to the Parent for an amount equal to the Advisory Fee less the accrued cash dividend in an amount equal to 5% of the liquidation preference on the outstanding Series A Preferred Stock of the Parent. The Company recorded an expense of $4.7 million and $5.0 million in the first half of fiscal 2017 and fiscal 2016, respectively, 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	6 Months Ended
	Jul. 29, 2017
Goodwill And Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	4. Goodwill and Intangible Assets A summary of the components of intangible assets is as follows: Favorable Lease Commitments Madewell Trade Name Key Money J.Crew Trade Name Balance at January 28, 2017 $ 8,640 $ 57,742 $ 3,827 $ 379,995 Amortization expense (1,160 ) (1,025 ) (103 ) — Impairment losses — — — (129,800 ) Balance at April 29, 2017 $ 7,480 $ 56,717 $ 3,724 $ 250,195 Amortization expense (1,160 ) (1,025 ) (85 ) — Impairment losses — — (2,060 ) — Effect of changes in foreign exchange rates — — (625 ) — Balance at July 29, 2017 $ 6,320 $ 55,692 $ 954 $ 250,195 Total accumulated amortization or impairment losses at July 29, 2017 $ (54,689 ) $ (26,308 ) $ (3,863 ) $ (635,105 ) During the first quarter of fiscal 2017, the Company generated less than expected revenues in its J.Crew reporting unit, which the Company determined to be a triggering event with regard to the valuation of its J.Crew trade name. As a result, the Company recorded a non-cash impairment charge of $129.8 million related to the intangible asset for the J.Crew trade name. After recording the impairment charge in the first quarter, the carrying value of the J.Crew trade name was $250.2 million. If revenues or operating results decline below the Company’s current expectations, additional impairment charges may be recorded in the future. The impairment losses were the result of the write-down of the following assets: For the Thirteen Weeks Ended For the Twenty-six Weeks Ended July 29, 2017 July 30, 2016 July 29, 2017 July 30, 2016 Intangible asset related to the J.Crew trade name $ — $ — $ 129,800 $ — Long-lived assets (see note 8) 3,898 — 5,255 5,396 Impairment losses $ 3,898 $ — $ 135,055 $ 5,396 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.

Share-Based Compensation

Share-Based Compensation	6 Months Ended
	Jul. 29, 2017
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Share-Based Compensation	5. 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. On July 13, 2017, in connection with a debt exchange and refinancing, the Parent completed a recapitalization of its outstanding equity. The recapitalization resulted in, among other things, a reverse stock split of the shares of common stock which underline the share-based awards issued by the Company. The following disclosures give effect to a reverse stock split of 10,000-to-1. Additionally, the recapitalization also included (i) the issuance of preferred stock of the Parent, including an authorization for equity awards to be granted up to 20,000 shares and (ii) the issuance of additional shares of common stock of the Parent, including an authorization for equity awards to be granted up to 13,003,295 shares. As of July 29, 2017, no equity awards have been granted from the shares authorized in connection with the recapitalization. A summary of share-based compensation recorded in the statements of operations and comprehensive loss is as follows: For the Thirteen Weeks Ended For the Twenty-six Weeks Ended July 29, 2017 July 30, 2016 July 29, 2017 July 30, 2016 Share-based compensation $ 164 $ 249 $ 373 $ 607 A summary of shares available for grant as stock options or other share-based awards, as adjusted for the reverse stock split, is as follows: Common Stock Awards Preferred Stock Awards Available for grant at January 28, 2017 402 — Authorized 13,003,295 20,000 Granted (55 ) — Forfeited and available for reissuance 480 — Available for grant at July 29, 2017 13,004,122 20,000

Long-Term Debt and Credit Agree

Long-Term Debt and Credit Agreements	6 Months Ended
	Jul. 29, 2017
Debt Disclosure [Abstract]
Long-Term Debt and Credit Agreements	6. Long-Term Debt and Credit Agreements A summary of the components of long-term debt is as follows: July 29, 2017 January 28, 2017 Term Loan Facility $ 1,369,534 $ 1,527,825 Exchange Notes 249,596 — New Money Notes 97,000 — New Term Loan Borrowings 30,000 — Less current portion of Term Loan (19,588 ) (15,670 ) Less deferred financing costs (17,171 ) (13,095 ) Less discount (7,484 ) (4,570 ) Long-term debt, net $ 1,701,887 $ 1,494,490 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 $100 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 $200 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 November 17, 2021. On July 29, 2017, standby letters of credit were $30.8 million, excess availability, as defined, was $282.4 million, and there were no borrowings outstanding. There were no average short term borrowings under the ABL Facility in the first half of fiscal 2017. Average short-term borrowings under the ABL Facility were $5.4 million in the first half of fiscal 2016. Demand Letter of Credit Facility The Company has an unsecured demand letter of credit facility with HSBC which provides for the issuance of up to $20 million of documentary letters of credit on a no fee basis. On July 29, 2017, outstanding documentary letters of credit were $17.1 million and availability under this facility was $2.9 million. Term Loan Facility Recent Amendment. On July 13, 2017, concurrently with the settlement of the Exchange Offer, the Company amended its Term Loan Facility to, among other things, (i) increase the interest rate applicable to the loans held by consenting lenders, which represented 88% of lenders, (the “Consenting Lenders”; and the loans held by the Consenting Lenders, the “Amended Loans”) by 22 basis points, (ii) increase the amount of amortization payable to Consenting Lenders, (iii) provide for the New Term Loan Borrowings of $30.0 million, (iv) amend certain covenants and events of default and (v) direct Wilmington Savings Fund Society, FSB, as administrative agent under the Term Loan Facility, to dismiss, with prejudice, certain litigation regarding the Initial Transferred IP (and the related actions). Additionally, the Company repaid $150.5 million of principal amount of term loans outstanding under the Term Loan Facility, which was financed with (i) the net proceeds from the New Money Notes of $94.1 million, (ii) the net proceeds from the New Term Loan Borrowings of $29.4 million and (iii) cash on hand of $27.0 million. Interest Rate. The weighted average interest rate on the borrowings outstanding under the Term Loan Facility was 4.65% on July 29, 2017. The applicable margin (i) in effect for base rate borrowings was, (x) in the case of term loans, other than the New Term Loan Borrowings and the Amended Loans, 2.00%, (y) in the case of the Amended Loans, 2.22% and (z) in the case of the New Term Loan Borrowings, 12.00% (of which 3.00% is payable in kind) and (ii) with respect to LIBOR borrowings was, (x) in the case of term loans, other than the New Term Loan Borrowings and the Amended Loans, 3.00% and the LIBOR Floor, (y) in the case of the Amended Loans, 3.22% and the LIBOR Floor and (z) in the case of the New Term Loan Borrowings, 12.00% (of which 3.00% is payable in kind), respectively, at July 29, 2017. Principal Repayments. The Company is required to make principal repayments equal to 0.25% of the original principal amount of the Term Loan Facility (excluding the New Term Loan Borrowings), or $3.9 million, on the last business day of January, April, July, and October. The Company is also required (i) to repay the term loan based on an annual calculation of excess cash flow, as defined in the agreement, (ii) in the second quarter of fiscal 2019, to make a principal repayment of $11.9 million which is equal to 1.00% of the aggregate principal amount of Amended Loans outstanding on July 13, 2017 and (iii) beginning on July 31, 2019, on the last business day of January, April, July and October, to make additional principal repayments of $1.5 million equal to 0.125% of the aggregate principal amount of Amended Loans outstanding on July 13, 2017. The maturity date of the Term Loan Facility is March 5, 2021. New Notes General. On July 13, 2017, in connection with settlement of the Exchange Offer and the issuance of the New Notes, J.Crew Brand, LLC and J.Crew Brand Corp. (together, the “New Notes Co-Issuers”) and the Guarantors (as defined below) entered into (i) an indenture with U.S. Bank National Association, as Trustee and collateral agent, governing the terms of the Exchange Notes (the “Exchange Notes Indenture”) and (ii) an indenture with the Trustee and U.S. Bank, as collateral agent, governing the terms of the New Money Notes (the “New Money Notes Indenture”), which is in substantially the same form as the Exchange Notes Indenture. Interest Rate. The New Notes bear interest at a rate of 13% per annum, and interest is payable semi-annually on March 15 and September 15 of each year. The New Notes mature on September 15, 2021. New Notes Guarantee. The New Notes are guaranteed by J.Crew Brand Intermediate, LLC, IPCo and J.Crew International Brand, LLC, each of which is a Delaware limited liability company and a wholly-owned indirect subsidiary of the Company (collectively, the “Guarantors,” and each, a “Guarantor”). The PIK Notes Issuer also unconditionally guarantees the payment obligations of the New Notes Co-Issuers and the Guarantors. Exchange Notes Collateral. The Exchange Notes and the guarantees thereof are general senior secured obligations of the New Notes Co-Issuers and the Guarantors, secured on a first priority lien basis by the Initial Transferred IP and certain other assets of the New Notes Co-Issuers and Guarantors, and on a second priority lien basis by the Additional Transferred IP, subject, in each case, to permitted liens under the Exchange Notes Indenture and that certain intercreditor agreement, entered into between the collateral agents on July 13, 2017. New Money Notes Collateral. The New Money Notes and the guarantees thereof are general senior secured obligations of the New Notes Co-Issuers and the Guarantors, secured on a first priority lien basis by the Additional Transferred IP and certain other assets, and on a second priority lien basis by the Initial Transferred IP, subject, in each case, to permitted liens under the New Money Notes Indenture and the intercreditor agreement. Redemption . The New Notes are redeemable at the option of the New Notes Co-Issuers, in whole or in part, at any time, at a price equal to one hundred percent (100%) of the principal amount of the New Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus a “make whole” premium. The New Notes are not subject to any mandatory redemption obligation, and there is no sinking fund provided for the New Notes. Change in Control . Upon the occurrence of a Change of Control (as defined in each of the indentures, as applicable), the New Notes Co-Issuers will be required to offer to repay all of the New Notes at 100% of the aggregate principal amount repaid plus accrued and unpaid interest, if any, to, but not including, the date of purchase. Covenants. Each of the indentures contains covenants covering (i) the payment of principal and interest, (ii) maintenance of an office or agency for the payment of the New Notes, (iii) reports to the applicable Trustee and holders of the New Notes, (iv) stay, extension and usury laws, (v) payment of taxes, (vi) existence, (vii) maintenance of properties and (viii) maintenance of insurance. Each of the New Indentures also includes covenants that (i) limit the ability to transfer the Collateral and (ii) limit liens that may be imposed on the assets of the Guarantors, which covenants are, in each case, subject to certain exceptions set forth in each of the indentures. Interest expense A summary of the components of interest expense is as follows: For the Thirteen Weeks Ended For the Twenty-six Weeks Ended July 29, 2017 July 30, 2016 July 29, 2017 July 30, 2016 Term Loan Facility $ 15,939 $ 15,558 $ 31,446 $ 31,092 Realized hedging losses 2,758 3,158 5,814 4,153 Amortization of deferred financing costs and debt discount 1,325 1,265 2,554 2,529 New Notes 2,128 — 2,128 — Other interest, net of interest income 668 640 1,312 1,062 Interest expense, net $ 22,818 $ 20,621 $ 43,254 $ 38,836

Derivative Financial Instrument

Derivative Financial Instruments	6 Months Ended
	Jul. 29, 2017
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Derivative Financial Instruments	7. 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 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 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 loss to interest expense. The fair values of the interest rate swap agreements are estimated using industry standard valuation models using market-based observable inputs, including interest rate curves (level 2 inputs). Liabilities for interest rate swaps, included in other liabilities, were $13.4 million and $18.6 million at July 29, 2017 and January 28, 2017, respectively.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jul. 29, 2017
Fair Value Disclosures [Abstract]
Fair Value Measurements	8. 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 was $1,208 million and $878 million at July 29, 2017 and January 28, 2017, respectively, based on quoted market prices of the debt (level 1 inputs). The Company’s interest rate swap agreements are measured in the financial statements at fair value on a recurring basis. See note 7 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 July 29, 2017 or January 28, 2017 that are measured on a recurring basis 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 an income approach, specifically the relief from royalty method. 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 4. 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. A summary of the impact of the impairment of certain long-lived assets on financial condition and results of operations is as follows: For the Thirteen Weeks Ended For the Twenty-six Weeks Ended July 29, 2017 July 30, 2016 July 29, 2017 July 30, 2016 Carrying value of long-term assets written down to fair value $ 3,898 $ — $ 5,255 $ 5,396 Impairment charge $ 3,898 $ — $ 5,255 $ 5,396

Income Taxes

Income Taxes	6 Months Ended
	Jul. 29, 2017
Income Tax Disclosure [Abstract]
Income Taxes	9. 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 financial statements of the Company account for income taxes at the Group level. The federal tax return, however, is filed at the Parent level. The difference between the entity at which the provision is calculated and the entity which files the tax return gives rise to intercompany balances. A summary of the components of the income taxes payable to Parent is as follows: July 29, 2017 January 28, 2017 Refundable income taxes of Parent $ 8,139 $ 8,247 Due to Parent (33,471 ) (33,462 ) Income taxes payable to Parent $ (25,332 ) $ (25,215 ) The Company regularly assesses the need for a valuation allowance related to its deferred tax assets. In making that assessment, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on a weighing process of available evidence, whether it is more-likely-than-not that its deferred tax assets will not be realized. In that weighing process, the Company assigns significant weight to the negative evidence of its cumulative losses in recent years. As a result, in fiscal 2016, the Company determined that the negative evidence outweighed the positive evidence and recorded a valuation allowance related to its deferred tax assets balance. As of July 29, 2017, there was no change to that determination. This accounting treatment has no effect on the Company’s ability to utilize deferred tax assets to reduce future cash tax payments. The Company will continue to assess the likelihood that the deferred tax assets will be realizable at the end of each reporting period and the valuation allowance will be adjusted accordingly. The federal tax returns for the periods ended January 2013 through January 2016 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 2014. The results of these audits and appeals are not expected to have a significant effect on the results of operations or financial position. In the first half of fiscal 2017, the Company recognized a deferred tax benefit of $52.1 million primarily a result of the reversal of deferred taxes related to the intangible asset for the J.Crew trade name, which was written down by $129.8 million in the first quarter. The Company did not recognize any additional deferred tax benefit on other operating losses due to an increase in the valuation allowance. The impact of not recognizing tax benefit on the Company’s other operating losses was the primary driver of the difference between the statutory rate of 35% to the effective rate of 26%. The effective tax rate for the first half of fiscal 2016 was 33%. Items driving differences between the U.S. federal statutory rate of 35% and the effective rate include (i) lower rates in certain foreign jurisdictions, (ii) the recognition of certain foreign valuation allowances, (iii) reserves for uncertain tax positions, and (iv) state and local income taxes. 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	6 Months Ended
	Jul. 29, 2017
Commitments And Contingencies Disclosure [Abstract]
Legal Proceedings	10. 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 July 29, 2017, the Company has recorded a reserve for certain legal contingencies in connection with ongoing claims and litigation. The reserve is not material to its results of operations. In addition, there are certain other claims and legal proceedings pending against the Company for which accruals have not been established. J. Crew Group, Inc., et al. v. Wilmington Savings Fund Society, FSB, as Administrative Agent and Collateral Agent, Index No. 650574/2017, (Sup. Ct. N.Y. C’ty.). On February 1, 2017, the Company filed a complaint in the New York State Supreme Court, Commercial Division, against Wilmington Savings Fund Society, FSB (“WSFS”), as successor agent under the Term Loan Facility seeking a declaration that its actions with respect to certain intellectual property assets were in full compliance with the terms of the Term Loan Facility. On March 24, 2017, WSFS filed its counterclaims in response to the Company’s declaratory judgment action, On July 17, 2017, pursuant to the terms of the July 13, 2017 Amendment to the Term Loan Facility (as described elsewhere herein), and a related direction letter issued to WSFS by the Required Lenders under the Term Loan Facility, the Company and WSFS entered into mutual releases, and filed a joint stipulation of discontinuance, dismissing the action and resolving the matter. Eaton Vance Management, et al. v. Wilmington Savings Fund Society, FSB, as Administrative Agent and Collateral Agent, et al., Index No. 654397/2017, (Sup. Ct. N.Y. C’ty.). On June 22, 2017, Eaton Vance Management and certain affiliated funds as well as Highland Capital Management and certain affiliated funds (collectively, the “Highland/EV Plaintiffs”), filed a complaint in the New York State Supreme Court, Commercial Division, against the Company and WSFS, seeking, among other things, declarations that the July 13, 2017 Amendment to the Term Loan Facility was ineffective absent unanimous consent of all Lenders under the facility, that certain of the Company’s actions with respect to certain of its intellectual property assets were taken in violation of the terms of the Term Loan Facility, and that those actions also constitute fraudulent conveyances. The Company believes that the Highland/EV Plaintiffs’ claims are wholly without merit, and intends to vigorously oppose these claims. On August 7, 2017, WSFS and the Company filed separate motions to dismiss certain of the Highland/EV Plaintiffs claims for failure to state a claim and lack of standing, among other reasons.

Workforce Reduction

Workforce Reduction	6 Months Ended
	Jul. 29, 2017
Workforce Reduction Disclosure [Abstract]
Workforce Reduction	11. Workforce Reduction On April 25, 2017, the Company eliminated approximately 150 full-time and 100 open positions, as part of a strategic reorganization. As a result, in the first quarter of fiscal 2017, the Company incurred a pre-tax charge of $10.7 million for severance and related costs, included in selling, general and administrative expenses. At July 29, 2017, accrued and unpaid severance and related costs were $6.9 million.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jul. 29, 2017
Related Party Transactions [Abstract]
Related Party Transactions	12. Related Party Transactions Intellectual property license agreement In October 2016, the Company formed certain new, wholly-owned indirect subsidiaries, including IPCo and J.Crew Brand, LLC (collectively, “J.Crew BrandCo”). In December 2016, J.Crew International, Inc. (“JCI”) transferred an undivided 72.04% ownership interest in the U.S. intellectual property rights of the J.Crew brand to IPCo, and entered into a related intellectual property license agreement with IPCo. In July 2017, JCI transferred the remaining undivided 27.96% ownership interest in the U.S. intellectual property rights of the J.Crew brand to IPCo, which, together with the initial intellectual property contributed in December 2016, represent 100% of the U.S. intellectual property rights of the J.Crew brand, and entered into an additional intellectual property license agreement with IPCo (together with the agreement entered into in December 2016, the “IP License Agreements”). Under the IP License Agreements, J.Crew Operating Corp., a direct wholly-owned subsidiary of the Company, pays a fixed license fee of $59 million per annum. The license fees are payable on March 1 and September 1 of each fiscal year. These royalty payments have no impact on the Company’s consolidated results of operations, but any such payments to be made to IPCo are not subject to the covenants under the Company’s credit facilities or the PIK Notes. The proceeds from the license fees to J.Crew BrandCo will be used to meet debt service requirements on the $347 million aggregate principal outstanding under the New Notes, which bear interest at a rate of 13% per annum, payable semi-annually on March 15 and September 15 of each fiscal year. License fees in excess of the debt service requirements will be loaned back to the Company on a subordinated basis. As of July 29, 2017, J.Crew BrandCo had total assets of $253.4 million, consisting of intangible assets of $250.2 million and license fee receivable of $3.2 million, and total liabilities of $340.3 million related to the New Notes. The New Notes are guaranteed by the intangible assets of J.Crew BrandCo. Other related party transactions On November 4, 2013, the PIK Notes Issuer, which is an indirect parent holding company of Group, issued $500 million of PIK Notes. On July 13, 2017, the Company The PIK Notes were not guaranteed by any of the PIK Notes Issuer’s subsidiaries, and therefore were not recorded in the Company’s financial statements. The Exchange Notes, however, are guaranteed by the Company’s subsidiaries, and therefore are recorded in its financial statements. In connection with recognizing the Exchange Notes, the Company recorded a non-cash contribution to its Parent as a reduction of additional paid-in capital. For more information on the long-term debt of the Company, see note 6. As part of the debt refinancing, the Sponsors purchased $30.0 million principal amount of new term loans under the Term Loan Facility. For more information on the New Term Loan Borrowings, see note 6. The Company has a receivable of $12.5 million due from the Parent, included in prepaid expenses and other current assets, primarily related to the payment of certain transactions costs on behalf of the PIK Notes Issuer.

Recent Accounting Pronouncement

Recent Accounting Pronouncements	6 Months Ended
	Jul. 29, 2017
Accounting Changes And Error Corrections [Abstract]
Recent Accounting Pronouncements	13. Recent Accounting Pronouncements 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. While the Company is currently evaluating the impact of the new pronouncement on its condensed consolidated financial statements, it does not expect there to be a significant impact on revenues. 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. The Company is currently evaluating the impact of the new pronouncement on its condensed consolidated financial statements. However, the adoption is expected to have a significant impact because most of the Company’s leases will be subject to these new requirements. In August 2016, a pronouncement was issued that aims to reduce the diversity in presentation and classification of the following specific cash flow issues: debt prepayment, settlement of zero-coupon bonds, contingent consideration, insurance proceeds, distributions received from equity method investees, beneficial interest in securitization transactions and separately identifiable cash flows. 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 January 2017, a pronouncement was issued that simplifies the measurement of goodwill impairment by no longer requiring an entity to perform a hypothetical purchase price allocation. Instead, impairment will be measured using the difference between the carrying amount and the fair value of the reporting unit. The pronouncement is effective for annual and interim periods in fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact of the new pronouncement on its condensed consolidated financial statements.

Basis of Presentation (Policies

Basis of Presentation (Policies)	6 Months Ended
	Jul. 29, 2017
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 July 29, 2017 or January 28, 2017 that are measured on a recurring basis 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 an income approach, specifically the relief from royalty method. 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 4.
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.

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	6 Months Ended
	Jul. 29, 2017
Goodwill And Intangible Assets Disclosure [Abstract]
Components of Intangible Assets and Goodwill	A summary of the components of intangible assets is as follows: Favorable Lease Commitments Madewell Trade Name Key Money J.Crew Trade Name Balance at January 28, 2017 $ 8,640 $ 57,742 $ 3,827 $ 379,995 Amortization expense (1,160 ) (1,025 ) (103 ) — Impairment losses — — — (129,800 ) Balance at April 29, 2017 $ 7,480 $ 56,717 $ 3,724 $ 250,195 Amortization expense (1,160 ) (1,025 ) (85 ) — Impairment losses — — (2,060 ) — Effect of changes in foreign exchange rates — — (625 ) — Balance at July 29, 2017 $ 6,320 $ 55,692 $ 954 $ 250,195 Total accumulated amortization or impairment losses at July 29, 2017 $ (54,689 ) $ (26,308 ) $ (3,863 ) $ (635,105 )
Summary of Aggregate Impairment Losses	The impairment losses were the result of the write-down of the following assets: For the Thirteen Weeks Ended For the Twenty-six Weeks Ended July 29, 2017 July 30, 2016 July 29, 2017 July 30, 2016 Intangible asset related to the J.Crew trade name $ — $ — $ 129,800 $ — Long-lived assets (see note 8) 3,898 — 5,255 5,396 Impairment losses $ 3,898 $ — $ 135,055 $ 5,396

Share-Based Compensation (Table

Share-Based Compensation (Tables)	6 Months Ended
	Jul. 29, 2017
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 Thirteen Weeks Ended For the Twenty-six Weeks Ended July 29, 2017 July 30, 2016 July 29, 2017 July 30, 2016 Share-based compensation $ 164 $ 249 $ 373 $ 607
Shares Available for Grant as Stock Options or Other Share-Based Awards, as Adjusted for Reverse Stock Split	A summary of shares available for grant as stock options or other share-based awards, as adjusted for the reverse stock split, is as follows: Common Stock Awards Preferred Stock Awards Available for grant at January 28, 2017 402 — Authorized 13,003,295 20,000 Granted (55 ) — Forfeited and available for reissuance 480 — Available for grant at July 29, 2017 13,004,122 20,000

Long-Term Debt and Credit Agr24

Long-Term Debt and Credit Agreements (Tables)	6 Months Ended
	Jul. 29, 2017
Debt Disclosure [Abstract]
Summary of Components of Long-Term Debt	A summary of the components of long-term debt is as follows: July 29, 2017 January 28, 2017 Term Loan Facility $ 1,369,534 $ 1,527,825 Exchange Notes 249,596 — New Money Notes 97,000 — New Term Loan Borrowings 30,000 — Less current portion of Term Loan (19,588 ) (15,670 ) Less deferred financing costs (17,171 ) (13,095 ) Less discount (7,484 ) (4,570 ) Long-term debt, net $ 1,701,887 $ 1,494,490 Borrowings under the ABL Facility $ — $ —
Summary of Components of Interest Expense	A summary of the components of interest expense is as follows: For the Thirteen Weeks Ended For the Twenty-six Weeks Ended July 29, 2017 July 30, 2016 July 29, 2017 July 30, 2016 Term Loan Facility $ 15,939 $ 15,558 $ 31,446 $ 31,092 Realized hedging losses 2,758 3,158 5,814 4,153 Amortization of deferred financing costs and debt discount 1,325 1,265 2,554 2,529 New Notes 2,128 — 2,128 — Other interest, net of interest income 668 640 1,312 1,062 Interest expense, net $ 22,818 $ 20,621 $ 43,254 $ 38,836

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jul. 29, 2017
Fair Value Disclosures [Abstract]
Summary of Impairment of Certain Long-Lived Assets	A summary of the impact of the impairment of certain long-lived assets on financial condition and results of operations is as follows: For the Thirteen Weeks Ended For the Twenty-six Weeks Ended July 29, 2017 July 30, 2016 July 29, 2017 July 30, 2016 Carrying value of long-term assets written down to fair value $ 3,898 $ — $ 5,255 $ 5,396 Impairment charge $ 3,898 $ — $ 5,255 $ 5,396

Income Taxes (Tables)

Income Taxes (Tables)	6 Months Ended
	Jul. 29, 2017
Income Tax Disclosure [Abstract]
Summary of Components of Income Taxes Payable to Parent	A summary of the components of the income taxes payable to Parent is as follows: July 29, 2017 January 28, 2017 Refundable income taxes of Parent $ 8,139 $ 8,247 Due to Parent (33,471 ) (33,462 ) Income taxes payable to Parent $ (25,332 ) $ (25,215 )

Debt Exchange and Refinancing (

Debt Exchange and Refinancing (Details) - USD ($)	Jul. 13, 2017	Jul. 29, 2017	Jan. 28, 2017	Dec. 05, 2016
Debt Exchange And Refinancing [Line Items]
Aggregate principal amount of notes exchanged	$ 565,700,000
Common stock, shares issued		1,000	1,000
Common stock, par value		$ 0.01	$ 0.01
J.Crew International | Additional Transferred IP
Debt Exchange And Refinancing [Line Items]
Percentage of remaining undivided ownership interest	27.96%
J.Crew International | Initial Transferred IP
Debt Exchange And Refinancing [Line Items]
Percentage of remaining undivided ownership interest				72.04%
J.Crew International | Transferred IP
Debt Exchange And Refinancing [Line Items]
Percentage of remaining undivided ownership interest	100.00%
Series A Preferred Stock
Debt Exchange And Refinancing [Line Items]
Preferred stock, shares outstanding	189,688
Preferred stock dividend rate percentage	7.00%
Preferred stock, par value per share	$ 0
Aggregate initial liquidation preference	$ 189,688,000
Exchange Notes
Debt Exchange And Refinancing [Line Items]
Aggregate principal amount of the outstanding	249,596,000	$ 249,596,000
Term Loan Facility
Debt Exchange And Refinancing [Line Items]
Aggregate principal amount of the outstanding		1,369,534,000	$ 1,527,825,000
Repayment of principal amount outstanding	$ 150,456,000	$ 150,456,000
New Money Notes
Debt Exchange And Refinancing [Line Items]
Senior notes interest rate		13.00%
Aggregate principal amount of the outstanding		$ 97,000,000
Principal amount of notes issued		$ 97,000,000
Debt instrument maturity year		2,021
Debt instrument cash discount rate		3.00%
Payment in Kind (PIK) Note | Class A Common Stock
Debt Exchange And Refinancing [Line Items]
Percentage of common stock issued	15.00%
Common stock, shares issued	17,362,719
Common stock, par value	$ 0.00001
Payment in Kind (PIK) Note | Minimum
Debt Exchange And Refinancing [Line Items]
Senior notes interest rate	7.75%
Payment in Kind (PIK) Note | Maximum
Debt Exchange And Refinancing [Line Items]
Senior notes interest rate	8.50%
New Term Loan Borrowings | Term Loan Facility
Debt Exchange And Refinancing [Line Items]
Additional borrowings under facility		$ 30,000,000
Debt instrument discount rate		2.00%

Management Services Agreement -

Management Services Agreement - Additional Information (Details) - USD ($) $ in Millions	6 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Jul. 13, 2017
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 “Services”), the Sponsors received an aggregate annual monitoring fee prepaid quarterly equal to the greater of (i) 40 basis points of consolidated annual revenues or (ii) $8 million (in either case, the “Advisory Fee”). 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	$ 4.7	$ 5
Series A Preferred Stock
Related Party Transaction [Line Items]
Percentage of liquidation preference on outstanding stock of parent			5.00%
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 (Advisory fee)	$ 8

Goodwill and Intangible Asset29

Goodwill and Intangible Assets - Components of Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 29, 2017	Apr. 29, 2017	Jul. 29, 2017	Jul. 30, 2016
Intangible Assets Goodwill [Line Items]
Beginning balance		$ 450,204	$ 450,204
Amortization expense			(4,558)	$ (5,544)
Ending balance	$ 313,161		313,161
Favorable Lease Commitments
Intangible Assets Goodwill [Line Items]
Beginning balance	7,480	8,640	8,640
Amortization expense	(1,160)	(1,160)
Ending balance	6,320	7,480	6,320
Total accumulated amortization or impairment losses	(54,689)		(54,689)
Madewell Trade Name
Intangible Assets Goodwill [Line Items]
Beginning balance	56,717	57,742	57,742
Amortization expense	(1,025)	(1,025)
Ending balance	55,692	56,717	55,692
Total accumulated amortization or impairment losses	(26,308)		(26,308)
Key Money
Intangible Assets Goodwill [Line Items]
Beginning balance	3,724	3,827	3,827
Amortization expense	(85)	(103)
Impairment losses, intangible	(2,060)
Effect of changes in foreign exchange rates, intangible	(625)
Ending balance	954	3,724	954
Total accumulated amortization or impairment losses	(3,863)		(3,863)
J.Crew Trade Name
Intangible Assets Goodwill [Line Items]
Beginning balance	250,195	379,995	379,995
Impairment losses, intangible		(129,800)	(129,800)
Ending balance	250,195	$ 250,195	250,195
Total accumulated amortization or impairment losses	$ (635,105)		$ (635,105)

Goodwill and Intangible Asset30

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	3 Months Ended	6 Months Ended
	Apr. 29, 2017	Jul. 29, 2017	Jan. 28, 2017
Intangible Assets Goodwill [Line Items]
Intangible assets, net		$ 313,161,000	$ 450,204,000
Goodwill		107,900,000	107,900,000
J.Crew Trade Name
Intangible Assets Goodwill [Line Items]
Non-cash impairment charge	$ 129,800,000	129,800,000
Intangible assets, net	$ 250,195,000	250,195,000	$ 379,995,000
Madewell Reporting Units
Intangible Assets Goodwill [Line Items]
Goodwill		107,900,000
J.Crew Reporting Units
Intangible Assets Goodwill [Line Items]
Goodwill		0
Accumulated impairment losses, goodwill		$ 1,579,000,000

Goodwill and Intangible Asset31

Goodwill and Intangible Assets - Summary of Aggregate Impairment Losses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 29, 2017	Apr. 29, 2017	Jul. 29, 2017	Jul. 30, 2016
Intangible Assets Goodwill [Line Items]
Long-lived assets	$ 3,898		$ 5,255	$ 5,396
Impairment losses	$ 3,898		135,055	$ 5,396
J.Crew Trade Name
Intangible Assets Goodwill [Line Items]
Impairment losses, intangible		$ 129,800	$ 129,800

Share-Based Compensation - Addi

Share-Based Compensation - Additional Information (Details) - shares	Jul. 13, 2017	Jul. 29, 2017	Mar. 04, 2011
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Reverse stock split, description	10,000-to-1
Reverse stock split, shares	10,000
Recapitalization
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity awards granted in recapitalization		0
Preferred Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity awards authorized in recapitalization		20,000
Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity awards authorized in recapitalization		13,003,295
Maximum | Preferred Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity awards authorized in recapitalization	20,000
Maximum | Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity awards authorized in recapitalization	13,003,295
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		6 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Jul. 29, 2017	Jul. 30, 2016
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Share-based compensation	$ 164	$ 249	$ 373	$ 607

Share-Based Compensation - Sh34

Share-Based Compensation - Shares Available for Grants as Stock Options or Other Share-Based Awards, as Adjusted for Reverse Stock Split (Details)	6 Months Ended
	Jul. 29, 2017shares
Common Stock Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Available for grant beginning balance	402
Authorized	13,003,295
Granted	(55)
Forfeited and available for reissuance	480
Available for grant ending balance	13,004,122
Preferred Stock Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Authorized	20,000
Available for grant ending balance	20,000

Long-Term Debt and Credit Agr35

Long-Term Debt and Credit Agreements - Summary of Components of Long-Term Debt (Details) - USD ($)	Jul. 29, 2017	Jul. 13, 2017	Jan. 28, 2017
Debt Instrument [Line Items]
Less current portion of Term Loan	$ (19,588,000)		$ (15,670,000)
Long-term debt, net	1,701,887,000		1,494,490,000
Term Loan Facility
Debt Instrument [Line Items]
Long-term debt, gross	1,369,534,000		1,527,825,000
Less current portion of Term Loan	(19,588,000)		(15,670,000)
Less deferred financing costs	(17,171,000)		(13,095,000)
Less discount	(7,484,000)		$ (4,570,000)
Exchange Notes
Debt Instrument [Line Items]
Long-term debt, gross	249,596,000	$ 249,596,000
New Money Notes
Debt Instrument [Line Items]
Long-term debt, gross	97,000,000
New Term Loan Borrowings
Debt Instrument [Line Items]
Long-term debt, gross	$ 30,000,000	$ 30,000,000

Long-Term Debt and Credit Agr36

Long-Term Debt and Credit Agreements - Additional Information (Details) - USD ($)	Jul. 31, 2019	Jul. 14, 2019	Jul. 13, 2017	Jul. 29, 2017	Jul. 30, 2016	Jan. 28, 2017
Debt Instrument [Line Items]
Debt instrument redemption description				The Company is also required (i) to repay the term loan based on an annual calculation of excess cash flow, as defined in the agreement, (ii) in the second quarter of fiscal 2019, to make a principal repayment of $11.9 million which is equal to 1.00% of the aggregate principal amount of Amended Loans outstanding on July 13, 2017 and (iii) beginning on July 31, 2019, on the last business day of January, April, July and October, to make additional principal repayments of $1.5 million equal to 0.125% of the aggregate principal amount of Amended Loans outstanding on July 13, 2017.
Amended Loans
Debt Instrument [Line Items]
Percenatge of lenders			88.00%
Interest rate increased percentage			0.22%
Amended Loans | Scenario, Forecast
Debt Instrument [Line Items]
Debt, quarterly principal payments percentage	0.125%	1.00%
Debt, quarterly principal payments	$ 1,500,000	$ 11,900,000
Amended Loans | LIBOR
Debt Instrument [Line Items]
Interest rate margin				3.22%
Amended Loans | Base Rate Borrowings
Debt Instrument [Line Items]
Interest rate margin				2.22%
New Term Loan Borrowings
Debt Instrument [Line Items]
Long-term debt, gross			$ 30,000,000	$ 30,000,000
Net proceeds from term loan facility			29,400,000	$ 29,400,000
New Term Loan Borrowings | LIBOR
Debt Instrument [Line Items]
Interest rate margin				12.00%
New Term Loan Borrowings | LIBOR | Payment in Kind (PIK) Note
Debt Instrument [Line Items]
Interest rate margin				3.00%
New Term Loan Borrowings | Base Rate Borrowings
Debt Instrument [Line Items]
Interest rate margin				12.00%
New Term Loan Borrowings | Base Rate Borrowings | Payment in Kind (PIK) Note
Debt Instrument [Line Items]
Interest rate margin				3.00%
Term Loan Facility
Debt Instrument [Line Items]
Long-term debt, gross				$ 1,369,534,000		$ 1,527,825,000
Repayment of principal amount outstanding			150,456,000	$ 150,456,000
Cash on hand used to repay long term debt			27,000,000
Weighted average interest rate				4.65%
Debt, quarterly principal payments percentage				0.25%
Debt, quarterly principal payments				$ 3,900,000
Debt, maturity date				Mar. 5, 2021
Term Loan Facility | Federal Funds Effective Rate
Debt Instrument [Line Items]
Interest rate margin				0.50%
Term Loan Facility | LIBOR
Debt Instrument [Line Items]
Interest rate margin, description				LIBOR determined by reference to the costs of funds for U.S. dollar deposits for an interest period of one month, plus 1.00%
Interest rate margin				1.00%
New Money Notes
Debt Instrument [Line Items]
Long-term debt, gross				$ 97,000,000
Net proceeds from term loan facility			$ 94,100,000	$ 94,090,000
Debt instrument interest rate				13.00%
Term Loans, Other than New Term Loan Borrowings and Amended Loans | LIBOR
Debt Instrument [Line Items]
Interest rate margin				3.00%
Term Loans, Other than New Term Loan Borrowings and Amended Loans | Base Rate Borrowings
Debt Instrument [Line Items]
Interest rate margin				2.00%
New Notes
Debt Instrument [Line Items]
Debt, maturity date				Sep. 15, 2021
Debt instrument issuance date				Jul. 13, 2017
Debt instrument interest rate				13.00%
Debt instrument frequency of interest payable				interest is payable semi-annually on March 15 and September 15 of each year.
Percentage of principal amount to be redeemed, plus accrued and unpaid interest				100.00%
Sinking fund provided				$ 0
Percentage of aggregate principal amount repurchased plus accrued and unpaid interest				100.00%
Debt instrument, covenants description				Each of the indentures contains covenants covering (i) the payment of principal and interest, (ii) maintenance of an office or agency for the payment of the New Notes, (iii) reports to the applicable Trustee and holders of the New Notes, (iv) stay, extension and usury laws, (v) payment of taxes, (vi) existence, (vii) maintenance of properties and (viii) maintenance of insurance. Each of the New Indentures also includes covenants that (i) limit the ability to transfer the Collateral and (ii) limit liens that may be imposed on the assets of the Guarantors, which covenants are, in each case, subject to certain exceptions set forth in each of the indentures.
ABL Credit Facility
Debt Instrument [Line Items]
Line of credit facility borrowing capacity				$ 350,000,000
Credit facility, additional borrowing capacity				$ 100,000,000
Line of credit facility, expiration date				Nov. 17, 2021
Outstanding stand-by letters of credit				$ 30,800,000
Letters of credit, remaining borrowing capacity				282,400,000
Outstanding borrowings				0
Average short-term borrowings under the ABL Facility				0	$ 5,400,000
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				200,000,000
Documentary Letters Of Credit
Debt Instrument [Line Items]
Outstanding stand-by letters of credit				17,100,000
Letters of credit, remaining borrowing capacity				2,900,000
Documentary Letters Of Credit | HSBC
Debt Instrument [Line Items]
Line of credit facility borrowing capacity				$ 20,000,000

Long-Term Debt and Credit Agr37

Long-Term Debt and Credit Agreements - Summary of Components of Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Jul. 29, 2017	Jul. 30, 2016
Debt Instrument [Line Items]
Interest expense, net of interest income	$ 22,818	$ 20,621	$ 43,254	$ 38,836
Term Loan Facility
Debt Instrument [Line Items]
Interest expense, net of interest income	15,939	15,558	31,446	31,092
New Notes
Debt Instrument [Line Items]
Interest expense, net of interest income	2,128		2,128
Realized hedging losses
Debt Instrument [Line Items]
Interest expense, net of interest income	2,758	3,158	5,814	4,153
Amortization of deferred financing costs and debt discount
Debt Instrument [Line Items]
Interest expense, net of interest income	1,325	1,265	2,554	2,529
Other interest, net of interest income
Debt Instrument [Line Items]
Interest expense, net of interest income	$ 668	$ 640	$ 1,312	$ 1,062

Derivative Financial Instrume38

Derivative Financial Instruments - Additional Information (Details) - USD ($)	Jul. 29, 2017	Jan. 28, 2017	Aug. 31, 2014
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
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 derivative, fixed interest rate			2.56%
Interest Rate Swap | Other Liabilities
Derivative [Line Items]
Liabilities for interest rate swaps	$ 13,400,000	$ 18,600,000

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions	Jul. 29, 2017	Jan. 28, 2017
Fair Value, Inputs, Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Estimated fair value of debt	$ 1,208	$ 878

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Impairment of Certain Long-Lived Assets (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jul. 29, 2017	Jul. 29, 2017	Jul. 30, 2016
Fair Value Disclosures [Abstract]
Carrying value of long-term assets written down to fair value	$ 3,898	$ 5,255	$ 5,396
Impairment charge	$ 3,898	$ 5,255	$ 5,396

Income Taxes - Summary of Compo

Income Taxes - Summary of Components of Income Taxes Payable to Parent (Details) - USD ($) $ in Thousands	Jul. 29, 2017	Jan. 28, 2017
Income Taxes [Line Items]
Income taxes payable to Parent	$ (25,332)	$ (25,215)
Chinos Holdings, Inc.
Income Taxes [Line Items]
Refundable income taxes of Parent	8,139	8,247
Due to Parent	(33,471)	(33,462)
Income taxes payable to Parent	$ (25,332)	$ (25,215)

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended	6 Months Ended
	Apr. 29, 2017	Jul. 29, 2017	Jul. 30, 2016
Income Taxes [Line Items]
Deferred tax benefit		$ 52,136,000	$ 11,943,000
Deferred tax benefit on other operating losses		$ 0
U.S. federal statutory rate		35.00%	35.00%
Effective tax rate		26.00%	33.00%
J.Crew Trade Name
Income Taxes [Line Items]
Impairment losses, intangible	$ 129,800,000	$ 129,800,000

Workforce Reduction - Additiona

Workforce Reduction - Additional Information (Details) $ in Millions	Apr. 25, 2017Position	Apr. 29, 2017USD ($)	Jul. 29, 2017USD ($)
Workforce Reduction [Line Items]
Accrued and unpaid severance and related costs | $			$ 6.9
Full-Time Positions
Workforce Reduction [Line Items]
Number of positions eliminated, as part of strategic reorganization | Position	150
Open Positions
Workforce Reduction [Line Items]
Number of positions eliminated, as part of strategic reorganization | Position	100
Selling, General and Administrative Expenses
Workforce Reduction [Line Items]
Severance and related costs, pre-tax charge | $		$ 10.7

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	Jul. 13, 2017	Jul. 29, 2017	Jan. 28, 2017	Dec. 05, 2016	Nov. 04, 2013
Related Party Transaction [Line Items]
Total assets		$ 1,184,383,000	$ 1,432,710,000
Intangible assets		313,161,000	450,204,000
Total liabilities		$ 2,359,534,000	$ 2,218,921,000
Aggregate principal amount of notes exchanged	$ 565,700,000
PIK Notes Issuer | Payment in Kind (PIK) Note
Related Party Transaction [Line Items]
Principal amount of notes issued					$ 500,000,000
Aggregate principal amount of notes exchanged	565,700,000
New Notes
Related Party Transaction [Line Items]
Senior notes interest rate		13.00%
Exchange Notes
Related Party Transaction [Line Items]
Carrying amount of debt instrument	249,596,000	$ 249,596,000
New Term Loan Borrowings
Related Party Transaction [Line Items]
Carrying amount of debt instrument	$ 30,000,000	30,000,000
J.Crew Operating Corp
Related Party Transaction [Line Items]
Fixed license fee received from subsidiaries		59,000,000
J.Crew BrandCo | New Notes
Related Party Transaction [Line Items]
Carrying amount of debt instrument		$ 347,000,000
Frequency of periodic payment		semi-annually
Payment terms		The proceeds from the license fees to J.Crew BrandCo will be used to meet debt service requirements on the $347 million aggregate principal outstanding under the New Notes, which bear interest at a rate of 13% per annum, payable semi-annually on March 15 and September 15 of each fiscal year.
Senior notes interest rate		13.00%
Total assets		$ 253,400,000
Intangible assets		250,200,000
License fee receivable		3,200,000
Total liabilities		340,300,000
Chinos Holdings, Inc.
Related Party Transaction [Line Items]
Receivable due from related party		$ 12,500,000
Initial Transferred IP | J.Crew International
Related Party Transaction [Line Items]
Percentage of remaining undivided ownership interest				72.04%
Additional Transferred IP | J.Crew International
Related Party Transaction [Line Items]
Percentage of remaining undivided ownership interest	27.96%
Transferred IP | J.Crew International
Related Party Transaction [Line Items]
Percentage of remaining undivided ownership interest	100.00%