Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Aug. 03, 2019 | Sep. 13, 2019 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Aug. 3, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | J CREW GROUP INC | |
Entity Central Index Key | 0001051251 | |
Current Fiscal Year End Date | --02-01 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 333-175075 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 225 Liberty Street | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10281 | |
City Area Code | 212 | |
Local Phone Number | 209-2500 | |
Entity Tax Identification Number | 22-2894486 | |
Entity Common Stock, Shares Outstanding | 1,000 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Aug. 03, 2019 | Feb. 02, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 27,173 | $ 25,738 |
Restricted cash | 3,728 | 13,747 |
Accounts receivable, net | 42,059 | 40,342 |
Merchandise inventories, net | 415,637 | 390,470 |
Prepaid expenses and other current assets | 57,474 | 84,942 |
Refundable income taxes | 4,531 | 7,331 |
Total current assets | 550,602 | 562,570 |
Property and equipment, net | 237,295 | 243,620 |
Right-of-use lease assets | 501,787 | |
Intangible assets, net | 298,779 | 301,397 |
Goodwill | 107,900 | 107,900 |
Other assets | 12,618 | 6,164 |
Total assets | 1,708,981 | 1,221,651 |
Current liabilities: | ||
Accounts payable | 251,562 | 259,705 |
Other current liabilities | 208,784 | 244,864 |
Borrowings under the ABL Facility | 198,200 | 70,800 |
Current portion of right-of-use lease liabilities | 113,831 | |
Due to Parent | 35,472 | 37,462 |
Interest payable | 20,085 | 23,866 |
Current portion of long-term debt | 21,600 | 32,070 |
Total current liabilities | 849,534 | 668,767 |
Long-term debt, net | 1,667,318 | 1,673,282 |
Long-term right-of-use lease liabilities | 472,949 | |
Lease-related deferred credits, net | 105,877 | |
Deferred income taxes, net | 19,098 | 16,872 |
Other liabilities | 35,064 | 29,096 |
Total liabilities | 3,043,963 | 2,493,894 |
Stockholders’ deficit: | ||
Additional paid-in capital | 733,250 | 733,229 |
Accumulated other comprehensive loss | (4,275) | (1,967) |
Accumulated deficit | (2,063,957) | (2,003,505) |
Total stockholders’ deficit | (1,334,982) | (1,272,243) |
Total liabilities and stockholders’ deficit | $ 1,708,981 | $ 1,221,651 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Aug. 03, 2019 | Feb. 02, 2019 |
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 | ||
Aug. 03, 2019 | Aug. 04, 2018 | Aug. 03, 2019 | Aug. 04, 2018 | |
Revenues: | ||||
Total revenues | $ 588,829 | $ 587,573 | $ 1,167,335 | $ 1,128,023 |
Cost of goods sold, including buying and occupancy costs | 379,383 | 361,572 | 744,112 | 695,214 |
Gross profit | 209,446 | 226,001 | 423,223 | 432,809 |
Selling, general and administrative expenses | 208,020 | 192,659 | 397,771 | 393,495 |
Impairment losses | 2,962 | 4,880 | 6,866 | |
Income (loss) from operations | (1,536) | 33,342 | 20,572 | 32,448 |
Interest expense, net | 37,727 | 34,400 | 74,645 | 67,382 |
Loss before income taxes | (39,263) | (1,058) | (54,073) | (34,934) |
Provision for income taxes | 4,959 | 5,036 | 6,379 | 5,085 |
Net loss | (44,222) | (6,094) | (60,452) | (40,019) |
Other comprehensive income (loss): | ||||
Reclassification of losses on cash flow hedges, net of tax, to earnings | 1,137 | 365 | 804 | 1,361 |
Unrealized gain (loss) on cash flow hedges, net of tax | (2,632) | (201) | (3,298) | 2,217 |
Foreign currency translation adjustments | 138 | (147) | 186 | (478) |
Comprehensive loss | (45,579) | (6,077) | (62,760) | (36,919) |
Net Sales | ||||
Revenues: | ||||
Total revenues | 538,812 | 550,541 | 1,047,788 | 1,058,247 |
Other | ||||
Revenues: | ||||
Total revenues | $ 50,017 | $ 37,032 | $ 119,547 | $ 69,776 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income (loss) |
Beginning Balance at Feb. 03, 2018 | $ (1,152,958) | $ 733,071 | $ (1,883,426) | $ (2,603) | |
Beginning Balance (in shares) at Feb. 03, 2018 | 1,000 | ||||
Net loss | (33,925) | (33,925) | |||
Share-based compensation | 46 | 46 | |||
Reclassification of realized losses (gains) on cash flow hedges, net of tax, to earnings | 996 | 996 | |||
Unrealized gain (loss) on cash flow hedges | 2,418 | 2,418 | |||
Foreign currency translation adjustments | (331) | (331) | |||
Ending Balance at May. 05, 2018 | (1,183,754) | 733,117 | (1,917,351) | 480 | |
Ending Balance (in shares) at May. 05, 2018 | 1,000 | ||||
Beginning Balance at Feb. 03, 2018 | (1,152,958) | 733,071 | (1,883,426) | (2,603) | |
Beginning Balance (in shares) at Feb. 03, 2018 | 1,000 | ||||
Net loss | (40,019) | ||||
Reclassification of realized losses (gains) on cash flow hedges, net of tax, to earnings | 1,361 | ||||
Unrealized gain (loss) on cash flow hedges | 2,217 | ||||
Foreign currency translation adjustments | (478) | ||||
Ending Balance at Aug. 04, 2018 | (1,189,757) | 733,191 | (1,923,445) | 497 | |
Ending Balance (in shares) at Aug. 04, 2018 | 1,000 | ||||
Beginning Balance at May. 05, 2018 | (1,183,754) | 733,117 | (1,917,351) | 480 | |
Beginning Balance (in shares) at May. 05, 2018 | 1,000 | ||||
Net loss | (6,094) | (6,094) | |||
Share-based compensation | 74 | 74 | |||
Reclassification of realized losses (gains) on cash flow hedges, net of tax, to earnings | 365 | 365 | |||
Unrealized gain (loss) on cash flow hedges | (201) | (201) | |||
Foreign currency translation adjustments | (147) | (147) | |||
Ending Balance at Aug. 04, 2018 | (1,189,757) | 733,191 | (1,923,445) | 497 | |
Ending Balance (in shares) at Aug. 04, 2018 | 1,000 | ||||
Beginning Balance at Feb. 02, 2019 | (1,272,243) | 733,229 | (2,003,505) | (1,967) | |
Beginning Balance (in shares) at Feb. 02, 2019 | 1,000 | ||||
Net loss | (16,230) | (16,230) | |||
Share-based compensation | 4 | 4 | |||
Reclassification of realized losses (gains) on cash flow hedges, net of tax, to earnings | (333) | (333) | |||
Unrealized gain (loss) on cash flow hedges | (666) | (666) | |||
Foreign currency translation adjustments | 48 | 48 | |||
Ending Balance at May. 04, 2019 | (1,289,420) | 733,233 | (2,019,735) | (2,918) | |
Ending Balance (in shares) at May. 04, 2019 | 1,000 | ||||
Beginning Balance at Feb. 02, 2019 | (1,272,243) | 733,229 | (2,003,505) | (1,967) | |
Beginning Balance (in shares) at Feb. 02, 2019 | 1,000 | ||||
Net loss | (60,452) | ||||
Reclassification of realized losses (gains) on cash flow hedges, net of tax, to earnings | 804 | ||||
Unrealized gain (loss) on cash flow hedges | (3,298) | ||||
Foreign currency translation adjustments | 186 | ||||
Ending Balance at Aug. 03, 2019 | (1,334,982) | 733,250 | (2,063,957) | (4,275) | |
Ending Balance (in shares) at Aug. 03, 2019 | 1,000 | ||||
Beginning Balance at May. 04, 2019 | (1,289,420) | 733,233 | (2,019,735) | (2,918) | |
Beginning Balance (in shares) at May. 04, 2019 | 1,000 | ||||
Net loss | (44,222) | (44,222) | |||
Share-based compensation | 17 | 17 | |||
Reclassification of realized losses (gains) on cash flow hedges, net of tax, to earnings | 1,137 | 1,137 | |||
Unrealized gain (loss) on cash flow hedges | (2,632) | (2,632) | |||
Foreign currency translation adjustments | 138 | 138 | |||
Ending Balance at Aug. 03, 2019 | $ (1,334,982) | $ 733,250 | $ (2,063,957) | $ (4,275) | |
Ending Balance (in shares) at Aug. 03, 2019 | 1,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Aug. 03, 2019 | Aug. 04, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (60,452) | $ (40,019) |
Adjustments to reconcile to cash flows from operating activities: | ||
Depreciation of property and equipment | 40,383 | 45,253 |
Impairment losses | 4,880 | 6,866 |
Amortization of deferred financing costs and debt discount | 3,591 | 3,579 |
Amortization of intangible assets | 2,568 | 3,603 |
Deferred income taxes | 2,553 | 5,508 |
Reclassification of hedging losses to earnings | 804 | 1,854 |
Foreign currency transaction losses | 447 | 229 |
Share-based compensation | 21 | 120 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (1,717) | (12,445) |
Merchandise inventories, net | (25,359) | (120,761) |
Prepaid expenses and other current assets | 13,556 | (3,270) |
Other assets | (6,801) | (1,214) |
Accounts payable and other | (55,104) | 41,847 |
Federal and state income taxes | 4,584 | (1,169) |
Net cash used in operating activities | (76,046) | (70,019) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (39,557) | (19,106) |
Net cash used in investing activities | (39,557) | (19,106) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net borrowings under the ABL Facility | 127,400 | 25,300 |
Proceeds from Notes | 1,003 | |
Principal repayments of Term Loan Facility | (21,204) | (7,835) |
Net cash provided by financing activities | 107,199 | 17,465 |
Effect of changes in foreign exchange rates on cash, cash equivalents and restricted cash | (180) | (664) |
Decrease in cash, cash equivalents and restricted cash | (8,584) | (72,324) |
Beginning balance | 39,485 | 107,066 |
Ending balance | 30,901 | 34,742 |
Supplemental cash flow information: | ||
Income taxes paid | 512 | 793 |
Interest paid | $ 74,226 | $ 63,053 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Aug. 03, 2019 | |
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 February 2, 2019. The Company’s fiscal year ends on the Saturday closest to January 31. All references to “fiscal 2019” represent the 52-week fiscal year that will end on February 1, 2020 and to “fiscal 2018” represent the 52-week fiscal year that ended February 2, 2019. 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 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. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Aug. 03, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 2. Revenue Recognition Overview The Company generates revenue from three sources: (i) customers who shop in its brick-and-mortar stores, (ii) customers who shop on its websites and (iii) wholesale customers who buy and resell its merchandise. The Company recognizes revenue at (i) the point-of-sale in brick-and-mortar stores, (ii) the date of receipt by a customer in the e-commerce business and (iii) the time ownership is transferred in the wholesale business. Disaggregation of Revenue A summary of disaggregated revenue is as follows: For the Thirteen Weeks Ended For the Twenty-six Weeks Ended August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 J.Crew $ 399,078 $ 428,891 $ 775,161 $ 820,756 Madewell 139,734 121,650 272,627 237,491 Other revenues: Wholesale 38,839 25,107 98,140 48,354 Shipping and handling fees 9,231 8,806 16,849 16,127 Other 1,947 3,119 4,558 5,295 Total revenues $ 588,829 $ 587,573 $ 1,167,335 $ 1,128,023 Accounts Receivable A summary of accounts receivable with respect to the Company’s wholesale customers is as follows: August 3, 2019 February 2, 2019 Accounts receivable $ 42,137 $ 40,439 Less allowance for doubtful accounts (78 ) (97 ) Accounts receivable, net $ 42,059 $ 40,342 Contract Liabilities The Company recognizes a contract liability when it has received consideration from a customer and has a future performance obligation to transfer merchandise to the customer. The Company’s contract liabilities include (i) unredeemed gift cards and (ii) unredeemed loyalty program rewards. With respect to unredeemed gift cards, the Company is obligated to transfer merchandise in the future when a holder uses a gift card to make a purchase. The contract liability for gift cards is increased when customers purchase cards, and decreased when (i) a customer redeems the card or (ii) the Company estimates the gift card will go unredeemed (referred to as “breakage”). All of the Company’s gift cards do not have an expiration date, and are classified as a current liability. With respect to unearned loyalty program rewards, the Company is obligated to transfer merchandise to the customer upon accumulating points to certain thresholds. The contract liability for unearned loyalty program rewards is increased as certain customers make qualifying purchases, and decreased when (i) a customer achieves a threshold and a rewards card is issued or merchandise is transferred or (ii) the expiration of accumulated points that did not reach a threshold. Rollforwards of the liabilities for gift cards and loyalty program awards are as follows: Unredeemed Gift Cards For the Thirteen Weeks Ended For the Twenty-six Weeks Ended August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Balance at beginning of period $ 32,962 $ 28,882 $ 36,167 $ 32,665 Issuance of cards 14,657 14,274 26,888 27,495 Redemption of cards (13,830 ) (14,382 ) (28,531 ) (30,345 ) Recognition of estimated breakage (807 ) (867 ) (1,617 ) (1,788 ) Other 261 24 336 (96 ) Balance at end of period $ 33,243 $ 27,931 $ 33,243 $ 27,931 Unredeemed Loyalty Program Rewards For the Thirteen Weeks Ended For the Twenty-six Weeks Ended August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Balance at beginning of period $ 15,392 $ 3,914 $ 13,830 $ 8,422 Earning of loyalty program points 8,221 4,615 17,493 8,152 Redemption of cards (6,632 ) (2,048 ) (12,065 ) (9,511 ) Recognition of estimated breakage 485 (1,136 ) (1,784 ) (1,903 ) Other (23 ) 31 (31 ) 216 Balance at end of period $ 17,443 $ 5,376 $ 17,443 $ 5,376 |
Leases
Leases | 6 Months Ended |
Aug. 03, 2019 | |
Leases [Abstract] | |
Leases | 3. Leases Overview The Company is party to various long-term operating lease agreements in connection with the leasing of its brick-and-mortar stores and its corporate offices. These operating leases expire on varying dates through 2034, with a portion of these leases containing options to renew for periods of up to 5 years. Generally, these leases contain standard provisions concerning the payment of rent, events of default and the rights and obligations of each party. Rent due under the leases is typically comprised of annual base rent plus a contingent rent payment based on the store’s sales in excess of a specified threshold. Some of the leases also contain early termination options, which can be exercised by the Company or the landlord under certain conditions. The leases ordinarily require the Company to pay real estate taxes, insurance, certain utilities and common area costs. Accounting for Leases Historically, these operating leases were accounted for by expensing rent payments on a straight-line basis after consideration of rent holidays, step rent provisions and escalation clauses. Differences between rental expense, which was recognized from the date of possession, and actual rental payments were recorded as deferred rent and included in deferred credits During the first quarter of fiscal 2019, however, the Company adopted pronouncements that were issued with respect to the accounting for leases. The pronouncements require lessees to recognize right-of-use lease assets (“ROU assets”) and right-of-use lease liabilities (“ROU liabilities”) for leases with terms of more than one year. The ROU liabilities are measured as the present value of the lease obligations. The ROU assets reflect the amount of the ROU liabilities less lease-related deferred credits. The Company used the effective date method whereby initial application occurred on the date of adoption with comparative periods unchanged. Upon adoption of the new standard, the Company recorded a significant gross-up to the balance sheet, including ROU assets of $533.5 million and ROU liabilities of $624.6 million. The Company utilized the package of practical expedients permitted by the transition guidance, which allowed for a carryforward of its identification of leases, historical lease classification and initial direct costs for existing leases. The Company elected to use hindsight in determining lease term. The new pronouncement requires a company to discount its ROU liabilities using implicit rates of return in the underlying leases. To the extent these rates of return cannot be readily determined, a company is permitted to use its incremental borrowing rate, which is required to be a collateralized rate for a period of time that corresponds to the remaining lease term. A summary of the components of lease expense included in the statement of operations is as follows: For the Thirteen Weeks Ended August 3, 2019 For the Twenty-six Weeks Ended August 3, 2019 Operating lease cost $ 35,899 $ 71,015 Variable lease cost 25,733 54,483 Total lease cost $ 61,632 $ 125,498 As of August 3, 2019, the weighted-average remaining lease term was 8.2 years and the weighted-average discount rate was 9.01%. The Company paid $78.3 million in the first half of fiscal 2019 for amounts included in the measurement of the ROU liabilities. A reconciliation of undiscounted cash flows to the ROU liabilities is as follows: Fiscal year Amount Remainder of 2019 $ 77,354 2020 130,398 2021 129,028 2022 114,429 2023 89,116 Thereafter 312,318 Total lease payments $ 852,643 Less: interest (265,863 ) Present value of ROU liabilities $ 586,780 August 3, 2019 Current portion of ROU liabilities $ 113,831 Long-term ROU liabilities 472,949 Total ROU liabilities $ 586,780 A summary of aggregate minimum rent at February 2, 2019 is as follows: Fiscal year Amount 2019 $ 146,282 2020 132,209 2021 121,330 2022 107,245 2023 78,925 Thereafter 313,800 Total $ 899,791 |
Debt Exchange and Refinancing
Debt Exchange and Refinancing | 6 Months Ended |
Aug. 03, 2019 | |
Debt Disclosure [Abstract] | |
Debt Exchange and Refinancing | 4. Debt Exchange and Refinancing Transaction Overview In the second quarter of fiscal 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 issued by J.Crew Brand, LLC and J.Crew Brand Corp. (the “Exchange Notes”) , which are 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”) (which aggregate liquidation preference was $196,108,732 as of August 3, 2019); 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”); • certain amendments to the indenture governing the PIK Notes; • 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 then 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 by J.Crew Brand, LLC and J.Crew Brand Corp. (the “New Money Notes” and, together with the Exchange Notes, the “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 |
Aug. 03, 2019 | |
Related Party Transactions [Abstract] | |
Management Services Agreement | 5. Management Services Agreement Pursuant to a management services agreement (as amended and restated, the “Management Services Agreement”) entered into by the Parent, the Sponsors and the Company in connection with the Acquisition, and amended in the second quarter of fiscal 2017 in connection with the debt exchange and refinancing, the Parent provides the Company with certain ongoing consulting and management advisory services (the “Services”) and the Parent receives an aggregate annual monitoring fee prepaid quarterly in an amount equal to the greater of (i) 40 basis points of consolidated annual revenues or (ii) $8 million (in either case, the “Advisory Fee”). The Parent also receives reimbursement for out-of-pocket expenses incurred in connection with services provided pursuant to the Management Services Agreement. In addition to the amendment to the Management Services Agreement, in the second quarter of fiscal 2017 the Parent and Sponsors entered into a new management services agreement (the “New Management Services Agreement”), pursuant to which the Sponsors 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 $5.0 million in the first half of both fiscal 2019 and fiscal 2018 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 |
Aug. 03, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. 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 Total Balance at February 2, 2019 $ 908 $ 49,542 $ 752 $ 250,195 $ 301,397 Amortization expense (227 ) (1,025 ) (33 ) — (1,285 ) Effect of changes in foreign exchange rates — — 5 — 5 Balance at May 4, 2019 $ 681 $ 48,517 $ 724 $ 250,195 $ 300,117 Amortization expense (227 ) (1,025 ) (32 ) — (1,284 ) Effect of changes in foreign exchange rates — — (54 ) — (54 ) Balance at August 3, 2019 $ 454 $ 47,492 $ 638 $ 250,195 $ 298,779 Total accumulated amortization or impairment losses at August 3, 2019 $ (60,556 ) $ (34,508 ) $ (4,179 ) $ (635,105 ) $ (734,348 ) 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 August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Intangible asset related to the J.Crew trade name $ — $ — $ — $ — Long-lived assets (see note 10) 2,962 — 4,880 6,866 Impairment losses $ 2,962 $ — $ 4,880 $ 6,866 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. The carrying value of the J.Crew and Madewell trade names is $250.2 million and $47.5 million, respectively, at August 3, 2019. If revenues or operating results decline below the Company’s current expectations, additional impairment charges may be recorded in the future. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Aug. 03, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | 7. Share-Based Compensation Chinos Holdings, Inc. 2011 Equity Incentive Plan The Parent adopted the Chinos Holdings, Inc. 2011 Equity Incentive Plan (the “2011 Plan”) in connection with the Acquisition. In the second quarter of fiscal 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 underlying the share-based awards issued by the Company. The reverse stock split of 10,000-to-1 resulted in (i) a substantial decrease in number of authorized awards from 91,740,627 shares to 9,174 shares and (ii) a substantial increase in the exercise price of $0.10 to $1,000 per share. The recapitalization 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. Additionally, on October 3, 2017, the Company authorized additional awards of 5,209,823 shares to be granted to its then-Chief Executive Officer in accordance with an employment agreement. The following disclosures are presented with respect to the newly authorized share-based awards only. 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 August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Share-based compensation $ 17 $ 74 $ 21 $ 120 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 February 2, 2019 5,344,394 20,000 Authorized — — Granted (625,650 ) — Forfeited and available for reissuance 1,655,360 — Available for grant at August 3, 2019 6,374,104 20,000 |
Long-Term Debt and Credit Agree
Long-Term Debt and Credit Agreements | 6 Months Ended |
Aug. 03, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Credit Agreements | 8. Long-Term Debt and Credit Agreements A summary of the components of long-term debt is as follows: August 3, 2019 February 2, 2019 Term Loan Facility $ 1,352,830 $ 1,373,554 Notes 347,599 346,596 Less: current portion (21,600 ) (32,070 ) Less: deferred financing costs (7,993 ) (10,288 ) Less: discount (3,518 ) (4,510 ) Long-term debt, net $ 1,667,318 $ 1,673,282 Borrowings under the ABL Facility $ 198,200 $ 70,800 ABL Facility The Company has an asset-based credit facility (the “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, following the Sixth Amendment described below, provides for a $375 million senior secured asset-based revolving line of credit (which may be increased by up to $75 million in certain circumstances), subject to a borrowing base limitation. The Company cannot borrow in excess of $375 million under the ABL Facility without the consent of holders of at least a majority of the loans outstanding under the Term Loan Facility. 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 the maturity date of November 17, 2021. On September 19, 2018, the Company entered into a Sixth Amendment to Credit Agreement (Incremental Amendment) (the “Sixth Amendment”), which amended the ABL Facility to increase the revolving credit commitment from $350 million to $375 million, with the additional $25 million provided by MUFG Union Bank, N.A., which joined the ABL Facility as an additional lender. On August 3, 2019, standby and documentary letters of credit were $67.4 million, outstanding borrowings were $198.2 million, and excess availability, as defined, was $96.1 million. The weighted average interest rate on the borrowings outstanding under the ABL Facility was 4.67% on August 3, 2019. Average short-term borrowings under the ABL Facility were $204.4 million and $35.5 million in the first half of fiscal 2019 and fiscal 2018, respectively. 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 August 3, 2019, outstanding documentary letters of credit were $0.3 million and availability under this facility was $19.7 million. Term Loan Facility 2017 Amendment. In the second quarter of fiscal 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 5.67% on August 3, 2019. 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 August 3, 2019. 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 and (ii) 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. In the second quarter of fiscal 2019, the Company made an additional one-time 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. The maturity date of the Term Loan Facility is March 5, 2021. Notes General. In the second quarter of fiscal 2017, in connection with settlement of the Exchange Offer and the issuance of the Notes, J.Crew Brand, LLC and J.Crew Brand Corp. (together, the “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 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 Notes mature on September 15, 2021. Notes Guarantee. The 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 Notes Co-Issuers and the Guarantors. Exchange Notes Collateral. The Exchange Notes and the guarantees thereof are general senior secured obligations of the Notes Co-Issuers and the Guarantors, secured on a first priority lien basis by the Initial Transferred IP and certain other assets of the 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 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 Notes are redeemable at the option of the Notes Co-Issuers, in whole or in part, at any time, at a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus a “make whole” premium. The Notes are not subject to any mandatory redemption obligation, and there is no sinking fund provided for the Notes. Change in Control . Upon the occurrence of a Change of Control (as defined in each of the indentures, as applicable), the Notes Co-Issuers will be required to offer to repay all of the 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 Notes, (iii) reports to the applicable Trustee and holders of the 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 indentures relating to the Notes 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 August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Term Loan Facility $ 20,254 $ 19,501 $ 41,385 $ 37,884 Notes 11,264 11,264 22,514 22,529 ABL Facility 2,567 538 4,928 875 Amortization of deferred financing costs and debt discount 1,796 1,790 3,591 3,579 Realized hedging losses 1,137 498 804 1,854 Other interest, net 709 809 1,423 661 Interest expense, net $ 37,727 $ 34,400 $ 74,645 $ 67,382 |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Aug. 03, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 9. Derivative Financial Instruments October 2018 Interest Rate Swap In October 2018, the Company entered into a floating-to-fixed interest rate swap agreement effective in March 2019 for a notional amount of $750 million. This instrument limits exposure to interest rate increases on a portion of the Company’s floating rate indebtedness through the expiration of the agreement in March 2020. Under the terms of this agreement, the Company’s effective fixed interest rate on the notional amount of indebtedness is 3.03% plus the applicable margin. August 2014 Interest Rate Swaps In August 2014, the Company entered into interest rate swap agreements that limited exposure to interest rate increases on a portion of the Company’s floating rate indebtedness. The interest rate swap agreements covered an aggregate notional amount of $800 million from March 2016 to March 2019 and carried 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. Realized gains and losses in connection with each required interest payment are 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). A summary of the recorded assets (liabilities) included in the condensed consolidated balance sheet is as follows: August 3, 2019 February 2, 2019 Interest rate swaps (included in other assets) $ — $ 480 Interest rate swaps (included in other liabilities) $ (5,467 ) $ (3,663 ) |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Aug. 03, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 10. 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 long-term debt was estimated to be $1,563 million and $1,401 million at August 3, 2019 and February 2, 2019, 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 9 for more information regarding the fair value of this financial asset (liability). The carrying amounts reported in the condensed 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 August 3, 2019 or February 2, 2019 that are measured on a recurring basis in the financial statements at fair value. The Company assesses the recoverability of goodwill and intangibles 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, which is a revenue and royalty rate approach. 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 6. The Company performs impairment tests of certain long-lived assets whenever there are indicators of impairment. These tests typically contemplate assets at a store level (for example, leasehold improvements) or at the corporate level (for example, software). 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 August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Carrying value of long-term assets written down to fair value $ 2,962 $ — $ 4,880 $ 6,866 Impairment charge $ 2,962 $ — $ 4,880 $ 6,866 |
Income Taxes
Income Taxes | 6 Months Ended |
Aug. 03, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The Parent files a consolidated federal income tax return and state combined income tax returns, which include Group and all of its wholly owned subsidiaries. The income tax provision is calculated as if Group were a stand-alone taxpayer. In the first half of fiscal 2019, the Company recorded a provision for income taxes of $6.4 million on a pre-tax loss of $54.1 million. The provision for income taxes reflects a charge for current federal and state tax liabilities and a discrete item of $0.3 million related to state tax law changes. The Company’s effective tax rate of (11.8)% differs from the U.S. federal statutory rate of 21% primarily related to current year losses for which no tax benefit was recognized as the Company did not conclude that all of its deferred tax assets were realizable on a more-likely-than not basis. Other items impacting the provision for income taxes include the U.S. taxation of foreign earnings under the Global Intangible Low Tax Income (“GILTI”) regime, the recognition of valuation allowances with respect to the carryforward of unutilized interest deductions, the recognition of international valuation allowances and lower rates in foreign tax jurisdictions. In the first half of fiscal 2018, the Company recorded a provision for income taxes of $5.1 million, which reflects a charge for the valuation allowance with respect to the deferred tax asset related to the carry forward of unutilized interest deductions. Other items impacting the provision for income taxes include the recognition of international valuation allowances, lower rates in foreign jurisdictions and reserves for uncertain tax positions. These items primarily drove the difference between the federal statutory rate of 21% and the effective rate of 15%. 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. As of August 3, 2019, the Company maintained a full valuation allowance against its deferred tax assets. 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 for certain tax years ranging from 2014 to 2016. The results of these audits and appeals are not expected to have a significant effect on the results of operations or financial position. |
Legal Proceedings
Legal Proceedings | 6 Months Ended |
Aug. 03, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal Proceedings | 12. 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 August 3, 2019, 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. 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 “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 constituted fraudulent conveyances. On August 7, 2017, WSFS and the Company filed separate motions to dismiss certain of Plaintiffs’ claims for failure to state a claim and lack of standing, among other reasons. On September 7, 2017, Plaintiffs filed an amended complaint in the New York State Supreme Court, Commercial Division, against the Company and WSFS. The amended complaint continued to assert claims for breach of the terms of the Term Loan Facility, and for fraudulent conveyance and added an additional claim for fraudulent inducement against the Company. In response to the amended complaint, WSFS and the Company withdrew their prior motions to dismiss and, on October 20, 2017, filed renewed motions seeking dismissal in whole or part. Among other things, the Company sought dismissal of the amended complaint for failure to state a claim, lack of standing, and because its fraud claims are duplicative of Plaintiffs’ claims under the documents governing the Term Loan Facility. Plaintiffs filed an omnibus brief on December 1, 2017 opposing the motions to dismiss. The Company and WSFS each filed reply briefs on December 22, 2017 reiterating that the majority of Plaintiffs’ claims should be dismissed as a matter of law. Oral argument on the motions to dismiss occurred on March 8, 2018. On April 25, 2018, the judge issued a Memorandum Decision and Order, which granted the Company’s partial motion to dismiss in its entirety and dismissed as a matter of law the majority of Plaintiffs’ claims with prejudice. Plaintiffs’ sole remaining claim is for breach of contract based on the theory that the July 13, 2017 Amendment to the Term Loan Facility required unanimous consent of all lenders under the facility. On October 25, 2018, Highland Capital Management and certain affiliated funds were dismissed from the action with prejudice. On November 21, 2018, the remaining Plaintiffs filed a limited appeal of the judge’s April 25, 2018 Memorandum Decision and Order with the First Department of the New York Appellate Division in an attempt to resuscitate their fraudulent conveyance claim. The Company filed an opposition brief on February 14, 2019, arguing that the trial court properly dismissed the fraudulent conveyance claim. On March 8, 2019, the remaining Plaintiffs filed a reply brief in support of their appeal. Oral argument on the appeal occurred on April 2, 2019. On April 25, 2019, the First Department unanimously affirmed the trial court’s decision to dismiss the fraudulent conveyance claim with prejudice. Discovery in the action is ongoing. The Company believes that the remaining claim is wholly without merit, and intends to vigorously oppose the claim. |
Workforce Reductions
Workforce Reductions | 6 Months Ended |
Aug. 03, 2019 | |
Workforce Reduction Disclosure [Abstract] | |
Workforce Reductions | 13. Workforce Reductions A rollforward of the reserve for severance and related costs is as follows: For the Thirteen Weeks Ended For the Twenty-six Weeks Ended August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Balance at beginning of period $ 6,285 $ 2,131 $ 7,965 $ 3,543 Provisions charged to expense 2,986 5 5,529 3,293 Reversals (363 ) (856 ) (470 ) (856 ) Payments (1,894 ) (753 ) (6,010 ) (5,453 ) Balance at end of period $ 7,014 $ 527 $ 7,014 $ 527 The Company expects the unpaid severance at August 3, 2019 to be paid through the first quarter of fiscal 2021. |
Corporate Headquarters Relocati
Corporate Headquarters Relocation | 6 Months Ended |
Aug. 03, 2019 | |
Leases [Abstract] | |
Corporate Headquarters Relocation | 14. Corporate Headquarters Relocation In the second quarter of fiscal 2018, the Company entered into a lease amendment and surrender agreement (the “Surrender Agreement”) with Vornado Office Management, LLC (“Vornado”). The terms of the Surrender Agreement provide for, among other things, the early termination and surrender of the space currently occupied by the Company at 770 Broadway in New York City. In exchange for the surrender, Vornado agreed to pay the Company a termination payment of $35 million. The Company fully vacated its former corporate headquarters in June 2019. The Company recognized the benefit of $35 million, as a reduction of selling, general and administrative expense, over the period starting May 10, 2018 until June 30, 2019. Additionally, concurrent with the entry into the Surrender Agreement, the Company entered into a sublease of new corporate office space at 225 Liberty Street in New York City. The sublease provides for, among other things, a 16-year occupancy of 325,000 square feet of office space in lower Manhattan with aggregate base rent of $277 million, net of free rent. The Company completed its relocation to the new corporate office space in June 2019. The Company reinvested a significant portion of the termination payment of $35 million into the new corporate office space. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Aug. 03, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions Intellectual property license agreements 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, entered into a license agreement amending and restating the December 2016 license agreement with IPCo and entered into an additional intellectual property license agreement with IPCo (collectively, the “IP License Agreements”). Under the IP License Agreements, J.Crew Operating Corp. (“OpCo”), a direct wholly-owned subsidiary of the Company, pays a fixed license fee of $59 million per annum to IPCo, which owns the U.S. intellectual property rights of the J.Crew brand. 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 condensed consolidated results of operations and are not subject to the covenants under the Company’s credit facilities or the PIK Notes. The proceeds from the license fees to IPCo are used by IPCo and J.Crew Brand, LLC, wholly-owned subsidiaries of the Company (collectively, “J.Crew BrandCo”), to meet debt service requirements on the Notes. Any license fees in excess of the debt service requirements are loaned back to OpCo on a subordinated basis. As of August 3, 2019, J.Crew BrandCo had total assets of $415.8 million, consisting of intangible assets of $250.2 million, receivable due from OpCo of $140.8 million, license fee receivable of $24.6 million and cash and cash equivalents of $0.2 million, and total liabilities of $360.2 million related to the Notes. IPCo earned royalty revenue of $14.8 million and $29.5 million in the second quarter and first half of fiscal 2019, respectively. The Notes are guaranteed by the intangible assets of J.Crew BrandCo. Chinos Intermediate Holdings A, Inc. Senior PIK Toggle Note In the fourth quarter of fiscal 2013, the PIK Notes Issuer, which is an indirect parent holding company of Group, issued $500 million of PIK Notes. As part of the debt exchange and refinancing in July 2017, $565.7 million in aggregate principal amount of the PIK Notes were exchanged for $249.6 million of Exchange Notes and shares of preferred and common stock of the Parent. As of February 2, 2019, there were $1.0 million in aggregate principal amount of PIK Notes outstanding, and in the first quarter of fiscal 2019 the Parent redeemed all remaining outstanding PIK Notes. The PIK Notes were: (i) senior unsecured obligations of the PIK Notes Issuer, (ii) structurally subordinated to all of the liabilities of the PIK Notes Issuers’ subsidiaries, and (iii) not guaranteed by any of the PIK Notes Issuers’ subsidiaries, and therefore are not recorded in the Company’s financial statements. 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 8. Due to Sponsors As part of the debt exchange and refinancing, the Sponsors purchased $30.0 million principal amount of new term loans under the Term Loan Facility. As of August 3, 2019, the principal amount outstanding was $31.9 million. For more information on the New Term Loan Borrowings, see note 8. Due to Parent Certain transactions, primarily related to income taxes, between Group and its Parent give rise to intercompany receivables and payables. A summary of the components of Due to Parent is as follows: August 3, 2019 February 2, 2019 Income taxes payable to Parent $ (48,648 ) $ (48,648 ) Monitoring fees payable (951 ) (1,938 ) Transaction-related payments on behalf of Parent 14,127 13,124 Due to Parent $ (35,472 ) $ (37,462 ) |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Aug. 03, 2019 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 16. Recent Accounting Pronouncements In June 2016, a pronouncement was issued that replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The pronouncement is effective for annual and interim periods in fiscal years beginning after December 15, 2019. The Company does not expect there to be a significant impact 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 does not expect there to be a significant impact on its condensed consolidated financial statements. In August 2018, a pronouncement was issued that modifies the disclosure requirements on fair value measurements. 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. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Disaggregated Revenue | A summary of disaggregated revenue is as follows: For the Thirteen Weeks Ended For the Twenty-six Weeks Ended August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 J.Crew $ 399,078 $ 428,891 $ 775,161 $ 820,756 Madewell 139,734 121,650 272,627 237,491 Other revenues: Wholesale 38,839 25,107 98,140 48,354 Shipping and handling fees 9,231 8,806 16,849 16,127 Other 1,947 3,119 4,558 5,295 Total revenues $ 588,829 $ 587,573 $ 1,167,335 $ 1,128,023 |
Summary of Accounts Receivable with Respect to Wholesale Customers | A summary of accounts receivable with respect to the Company’s wholesale customers is as follows: August 3, 2019 February 2, 2019 Accounts receivable $ 42,137 $ 40,439 Less allowance for doubtful accounts (78 ) (97 ) Accounts receivable, net $ 42,059 $ 40,342 |
Rollforwards of Liabilities For Gift Cards and Loyalty Program Awards | Rollforwards of the liabilities for gift cards and loyalty program awards are as follows: Unredeemed Gift Cards For the Thirteen Weeks Ended For the Twenty-six Weeks Ended August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Balance at beginning of period $ 32,962 $ 28,882 $ 36,167 $ 32,665 Issuance of cards 14,657 14,274 26,888 27,495 Redemption of cards (13,830 ) (14,382 ) (28,531 ) (30,345 ) Recognition of estimated breakage (807 ) (867 ) (1,617 ) (1,788 ) Other 261 24 336 (96 ) Balance at end of period $ 33,243 $ 27,931 $ 33,243 $ 27,931 Unredeemed Loyalty Program Rewards For the Thirteen Weeks Ended For the Twenty-six Weeks Ended August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Balance at beginning of period $ 15,392 $ 3,914 $ 13,830 $ 8,422 Earning of loyalty program points 8,221 4,615 17,493 8,152 Redemption of cards (6,632 ) (2,048 ) (12,065 ) (9,511 ) Recognition of estimated breakage 485 (1,136 ) (1,784 ) (1,903 ) Other (23 ) 31 (31 ) 216 Balance at end of period $ 17,443 $ 5,376 $ 17,443 $ 5,376 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
Leases [Abstract] | |
Summary of Components of Lease Expense Included in Statement of Operations | A summary of the components of lease expense included in the statement of operations is as follows: For the Thirteen Weeks Ended August 3, 2019 For the Twenty-six Weeks Ended August 3, 2019 Operating lease cost $ 35,899 $ 71,015 Variable lease cost 25,733 54,483 Total lease cost $ 61,632 $ 125,498 |
Summary of Reconciliation of Undiscounted Cash Flows to ROU Liabilities | A reconciliation of undiscounted cash flows to the ROU liabilities is as follows: Fiscal year Amount Remainder of 2019 $ 77,354 2020 130,398 2021 129,028 2022 114,429 2023 89,116 Thereafter 312,318 Total lease payments $ 852,643 Less: interest (265,863 ) Present value of ROU liabilities $ 586,780 August 3, 2019 Current portion of ROU liabilities $ 113,831 Long-term ROU liabilities 472,949 Total ROU liabilities $ 586,780 |
Operating Lease, Aggregate Minimum Rentals | A summary of aggregate minimum rent at February 2, 2019 is as follows: Fiscal year Amount 2019 $ 146,282 2020 132,209 2021 121,330 2022 107,245 2023 78,925 Thereafter 313,800 Total $ 899,791 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
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 Total Balance at February 2, 2019 $ 908 $ 49,542 $ 752 $ 250,195 $ 301,397 Amortization expense (227 ) (1,025 ) (33 ) — (1,285 ) Effect of changes in foreign exchange rates — — 5 — 5 Balance at May 4, 2019 $ 681 $ 48,517 $ 724 $ 250,195 $ 300,117 Amortization expense (227 ) (1,025 ) (32 ) — (1,284 ) Effect of changes in foreign exchange rates — — (54 ) — (54 ) Balance at August 3, 2019 $ 454 $ 47,492 $ 638 $ 250,195 $ 298,779 Total accumulated amortization or impairment losses at August 3, 2019 $ (60,556 ) $ (34,508 ) $ (4,179 ) $ (635,105 ) $ (734,348 ) |
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 August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Intangible asset related to the J.Crew trade name $ — $ — $ — $ — Long-lived assets (see note 10) 2,962 — 4,880 6,866 Impairment losses $ 2,962 $ — $ 4,880 $ 6,866 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
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 August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Share-based compensation $ 17 $ 74 $ 21 $ 120 |
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 February 2, 2019 5,344,394 20,000 Authorized — — Granted (625,650 ) — Forfeited and available for reissuance 1,655,360 — Available for grant at August 3, 2019 6,374,104 20,000 |
Long-Term Debt and Credit Agr_2
Long-Term Debt and Credit Agreements (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Components of Long-Term Debt | A summary of the components of long-term debt is as follows: August 3, 2019 February 2, 2019 Term Loan Facility $ 1,352,830 $ 1,373,554 Notes 347,599 346,596 Less: current portion (21,600 ) (32,070 ) Less: deferred financing costs (7,993 ) (10,288 ) Less: discount (3,518 ) (4,510 ) Long-term debt, net $ 1,667,318 $ 1,673,282 Borrowings under the ABL Facility $ 198,200 $ 70,800 |
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 August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Term Loan Facility $ 20,254 $ 19,501 $ 41,385 $ 37,884 Notes 11,264 11,264 22,514 22,529 ABL Facility 2,567 538 4,928 875 Amortization of deferred financing costs and debt discount 1,796 1,790 3,591 3,579 Realized hedging losses 1,137 498 804 1,854 Other interest, net 709 809 1,423 661 Interest expense, net $ 37,727 $ 34,400 $ 74,645 $ 67,382 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Recorded Assets (Liabilities) Included in Condensed Consolidated Balance Sheet | A summary of the recorded assets (liabilities) included in the condensed consolidated balance sheet is as follows: August 3, 2019 February 2, 2019 Interest rate swaps (included in other assets) $ — $ 480 Interest rate swaps (included in other liabilities) $ (5,467 ) $ (3,663 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
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 August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Carrying value of long-term assets written down to fair value $ 2,962 $ — $ 4,880 $ 6,866 Impairment charge $ 2,962 $ — $ 4,880 $ 6,866 |
Workforce Reductions (Tables)
Workforce Reductions (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
Workforce Reduction Disclosure [Abstract] | |
Schedule of Reserve for Severance and Related Costs | A rollforward of the reserve for severance and related costs is as follows: For the Thirteen Weeks Ended For the Twenty-six Weeks Ended August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Balance at beginning of period $ 6,285 $ 2,131 $ 7,965 $ 3,543 Provisions charged to expense 2,986 5 5,529 3,293 Reversals (363 ) (856 ) (470 ) (856 ) Payments (1,894 ) (753 ) (6,010 ) (5,453 ) Balance at end of period $ 7,014 $ 527 $ 7,014 $ 527 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of the Components of Due to Parent | Certain transactions, primarily related to income taxes, between Group and its Parent give rise to intercompany receivables and payables. A summary of the components of Due to Parent is as follows: August 3, 2019 February 2, 2019 Income taxes payable to Parent $ (48,648 ) $ (48,648 ) Monitoring fees payable (951 ) (1,938 ) Transaction-related payments on behalf of Parent 14,127 13,124 Due to Parent $ (35,472 ) $ (37,462 ) |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) | 6 Months Ended |
Aug. 03, 2019Source | |
Revenue From Contract With Customer [Abstract] | |
Number of sources of revenue | 3 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2019 | Aug. 04, 2018 | Aug. 03, 2019 | Aug. 04, 2018 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 588,829 | $ 587,573 | $ 1,167,335 | $ 1,128,023 |
J.Crew | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 399,078 | 428,891 | 775,161 | 820,756 |
Madewell | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 139,734 | 121,650 | 272,627 | 237,491 |
Wholesale | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 38,839 | 25,107 | 98,140 | 48,354 |
Shipping and Handling Fees | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 9,231 | 8,806 | 16,849 | 16,127 |
Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 1,947 | $ 3,119 | $ 4,558 | $ 5,295 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Accounts Receivable with Respect to Wholesale Customers (Details) - USD ($) $ in Thousands | Aug. 03, 2019 | Feb. 02, 2019 |
Revenue From Contract With Customer [Abstract] | ||
Accounts receivable | $ 42,137 | $ 40,439 |
Less allowance for doubtful accounts | (78) | (97) |
Accounts receivable, net | $ 42,059 | $ 40,342 |
Revenue Recognition - Rollforwa
Revenue Recognition - Rollforwards of Liabilities For Gift Cards and Loyalty Program Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2019 | Aug. 04, 2018 | Aug. 03, 2019 | Aug. 04, 2018 | |
Unredeemed Gift Cards | ||||
Revenue From Contract With Customer [Line Items] | ||||
Balance at beginning of period | $ 32,962 | $ 28,882 | $ 36,167 | $ 32,665 |
Issuance of cards | 14,657 | 14,274 | 26,888 | 27,495 |
Redemption of cards | (13,830) | (14,382) | (28,531) | (30,345) |
Recognition of estimated breakage | (807) | (867) | (1,617) | (1,788) |
Other | 261 | 24 | 336 | (96) |
Balance at end of period | 33,243 | 27,931 | 33,243 | 27,931 |
Unredeemed Loyalty Program Rewards | ||||
Revenue From Contract With Customer [Line Items] | ||||
Balance at beginning of period | 15,392 | 3,914 | 13,830 | 8,422 |
Earning of loyalty program points | 8,221 | 4,615 | 17,493 | 8,152 |
Redemption of cards | (6,632) | (2,048) | (12,065) | (9,511) |
Recognition of estimated breakage | 485 | (1,136) | (1,784) | (1,903) |
Other | (23) | 31 | (31) | 216 |
Balance at end of period | $ 17,443 | $ 5,376 | $ 17,443 | $ 5,376 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 6 Months Ended | |
Aug. 03, 2019 | Feb. 03, 2019 | |
Lessee Lease Description [Line Items] | ||
Operating lease, expiration year | 2034 | |
Lessee, operating lease, option to extend | true | |
Liabilities recognized on balance sheet for long-term obligations | $ 0 | |
ROU assets | 501,787,000 | $ 533,500,000 |
ROU liabilities | $ 586,780,000 | $ 624,600,000 |
Weighted-average remaining lease term | 8 years 2 months 12 days | |
Weighted-average discount rate | 9.01% | |
Amounts included in measurement of ROU liabilities | $ 78,300,000 | |
Maximum | ||
Lessee Lease Description [Line Items] | ||
Operating lease, renewal term | 5 years |
Leases - Summary of Components
Leases - Summary of Components of Lease Expense Included in Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Aug. 03, 2019 | Aug. 03, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 35,899 | $ 71,015 |
Variable lease cost | 25,733 | 54,483 |
Total lease cost | $ 61,632 | $ 125,498 |
Leases - Summary of Reconciliat
Leases - Summary of Reconciliation of Undiscounted Cash Flows to ROU Liabilities (Details) - USD ($) $ in Thousands | Aug. 03, 2019 | Feb. 03, 2019 |
Leases [Abstract] | ||
Remainder of 2019 | $ 77,354 | |
2020 | 130,398 | |
2021 | 129,028 | |
2022 | 114,429 | |
2023 | 89,116 | |
Thereafter | 312,318 | |
Total lease payments | 852,643 | |
Less: interest | (265,863) | |
Present value of ROU liabilities | 586,780 | $ 624,600 |
Current portion of ROU liabilities | 113,831 | |
Long-term ROU liabilities | 472,949 | |
Total ROU liabilities | $ 586,780 | $ 624,600 |
Leases - Operating Lease, Aggre
Leases - Operating Lease, Aggregate Minimum Rentals (Details) $ in Thousands | Feb. 02, 2019USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
2019 | $ 146,282 |
2020 | 132,209 |
2021 | 121,330 |
2022 | 107,245 |
2023 | 78,925 |
Thereafter | 313,800 |
Total | $ 899,791 |
Debt Exchange and Refinancing -
Debt Exchange and Refinancing - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jul. 29, 2017 | Aug. 03, 2019 | Feb. 02, 2019 | Jul. 13, 2017 | Dec. 05, 2016 | |
Debt Exchange And Refinancing [Line Items] | |||||
Aggregate principal amount of notes exchanged | $ 565,700,000 | ||||
Aggregate principal amount of the outstanding | $ 31,900,000 | ||||
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 undivided ownership interest transferred | 27.96% | 27.96% | |||
J.Crew International | Initial Transferred IP | |||||
Debt Exchange And Refinancing [Line Items] | |||||
Percentage of undivided ownership interest transferred | 72.04% | ||||
J.Crew International | Transferred IP | |||||
Debt Exchange And Refinancing [Line Items] | |||||
Percentage of undivided ownership interest transferred | 100.00% | 100.00% | |||
Series A Preferred Stock | |||||
Debt Exchange And Refinancing [Line Items] | |||||
Preferred stock, shares outstanding | 189,688,000 | ||||
Preferred stock dividend rate percentage | 7.00% | ||||
Preferred stock, par value per share | $ 0 | $ 0 | |||
Aggregate liquidation preference | $ 189,688,000 | $ 196,108,732 | |||
Exchange Notes | |||||
Debt Exchange And Refinancing [Line Items] | |||||
Senior notes interest rate | 13.00% | ||||
Aggregate principal amount of the outstanding | $ 249,596,000 | $ 249,600,000 | |||
Debt instrument maturity year | 2021 | ||||
Term Loan Facility | |||||
Debt Exchange And Refinancing [Line Items] | |||||
Aggregate principal amount of the outstanding | 1,352,830,000 | $ 1,373,554,000 | |||
Repayment of principal amount outstanding | $ 150,500,000 | $ 150,500,000 | |||
New Money Notes | |||||
Debt Exchange And Refinancing [Line Items] | |||||
Senior notes interest rate | 13.00% | ||||
Debt instrument maturity year | 2021 | ||||
Principal amount of notes issued | $ 97,000,000 | ||||
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] | |||||
Aggregate principal amount of the outstanding | $ 30,000,000 | ||||
Debt instrument discount rate | 2.00% |
Management Services Agreement -
Management Services Agreement - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jul. 29, 2017 | Aug. 03, 2019 | Aug. 04, 2018 | |
Related Party Transaction [Line Items] | |||
Sponsor fees, description | Pursuant to a management services agreement (as amended and restated, the “Management Services Agreement”) entered into by the Parent, the Sponsors and the Company in connection with the Acquisition, and amended in the second quarter of fiscal 2017 in connection with the debt exchange and refinancing, the Parent provides the Company with certain ongoing consulting and management advisory services (the “Services”) and the Parent receives an aggregate annual monitoring fee prepaid quarterly in an amount equal to the greater of (i) 40 basis points of consolidated annual revenues or (ii) $8 million (in either case, the “Advisory Fee”). The Parent also receives reimbursement for out-of-pocket expenses incurred in connection with services provided pursuant to the Management Services Agreement. | ||
Selling, General and Administrative Expenses | |||
Related Party Transaction [Line Items] | |||
Monitoring fees, included in selling, general and administrative expenses | $ 5 | $ 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 Asset_2
Goodwill and Intangible Assets - Components of Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2019 | May 04, 2019 | Aug. 03, 2019 | Aug. 04, 2018 | |
Intangible Assets Goodwill [Line Items] | ||||
Beginning balance | $ 300,117 | $ 301,397 | $ 301,397 | |
Amortization expense | (1,284) | (1,285) | (2,568) | $ (3,603) |
Effect of changes in foreign exchange rates, intangible | (54) | 5 | ||
Ending balance | 298,779 | 300,117 | 298,779 | |
Total accumulated amortization or impairment losses | (734,348) | (734,348) | ||
Favorable Lease Commitments | ||||
Intangible Assets Goodwill [Line Items] | ||||
Beginning balance | 681 | 908 | 908 | |
Amortization expense | (227) | (227) | ||
Ending balance | 454 | 681 | 454 | |
Total accumulated amortization or impairment losses | (60,556) | (60,556) | ||
Madewell Trade Name | ||||
Intangible Assets Goodwill [Line Items] | ||||
Beginning balance | 48,517 | 49,542 | 49,542 | |
Amortization expense | (1,025) | (1,025) | ||
Ending balance | 47,492 | 48,517 | 47,492 | |
Total accumulated amortization or impairment losses | (34,508) | (34,508) | ||
Key Money | ||||
Intangible Assets Goodwill [Line Items] | ||||
Beginning balance | 724 | 752 | 752 | |
Amortization expense | (32) | (33) | ||
Effect of changes in foreign exchange rates, intangible | (54) | 5 | ||
Ending balance | 638 | 724 | 638 | |
Total accumulated amortization or impairment losses | (4,179) | (4,179) | ||
J.Crew Trade Name | ||||
Intangible Assets Goodwill [Line Items] | ||||
Beginning balance | 250,195 | 250,195 | 250,195 | |
Ending balance | 250,195 | $ 250,195 | 250,195 | |
Total accumulated amortization or impairment losses | $ (635,105) | $ (635,105) |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Aggregate Impairment Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Aug. 03, 2019 | Aug. 03, 2019 | Aug. 04, 2018 | |
Intangible Assets Goodwill [Line Items] | |||
Long-lived assets | $ 2,962 | $ 4,880 | $ 6,866 |
Impairment losses | $ 2,962 | $ 4,880 | $ 6,866 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | Aug. 03, 2019 | May 04, 2019 | Feb. 02, 2019 |
Intangible Assets Goodwill [Line Items] | |||
Goodwill | $ 107,900,000 | $ 107,900,000 | |
Intangible assets, net | 298,779,000 | $ 300,117,000 | 301,397,000 |
Madewell Trade Name | |||
Intangible Assets Goodwill [Line Items] | |||
Intangible assets, net | 47,492,000 | 48,517,000 | 49,542,000 |
Madewell Reporting Units | |||
Intangible Assets Goodwill [Line Items] | |||
Goodwill | 107,900,000 | ||
J.Crew Reporting Units | |||
Intangible Assets Goodwill [Line Items] | |||
Goodwill | 0 | ||
J.Crew Trade Name | |||
Intangible Assets Goodwill [Line Items] | |||
Intangible assets, net | $ 250,195,000 | $ 250,195,000 | $ 250,195,000 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - $ / shares | Oct. 03, 2017 | Jul. 28, 2017 | Jul. 29, 2017 |
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 | ||
Equity incentive plan, decrease in shares authorized | 91,740,627 | 9,174 | |
Increase in exercise price | $ 0.10 | $ 1,000 | |
Chief Executive Officer | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Equity awards authorized | 5,209,823 | ||
Maximum | Preferred Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Equity awards authorized | 20,000 | ||
Maximum | Common Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Equity awards authorized | 13,003,295 |
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 | ||
Aug. 03, 2019 | Aug. 04, 2018 | Aug. 03, 2019 | Aug. 04, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Share-based compensation | $ 17 | $ 74 | $ 21 | $ 120 |
Share-Based Compensation - Sh_2
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 |
Aug. 03, 2019shares | |
Common Stock Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Available for grant beginning balance | 5,344,394 |
Granted | (625,650) |
Forfeited and available for reissuance | 1,655,360 |
Available for grant ending balance | 6,374,104 |
Preferred Stock Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Available for grant beginning balance | 20,000 |
Available for grant ending balance | 20,000 |
Long-Term Debt and Credit Agr_3
Long-Term Debt and Credit Agreements - Summary of Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Aug. 03, 2019 | Feb. 02, 2019 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 31,900 | |
Less: current portion | (21,600) | $ (32,070) |
Long-term debt, net | 1,667,318 | 1,673,282 |
Borrowings under the ABL Facility | 198,200 | 70,800 |
Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 1,352,830 | 1,373,554 |
Less: current portion | (21,600) | (32,070) |
Less: deferred financing costs | (7,993) | (10,288) |
Less: discount | (3,518) | (4,510) |
Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 347,599 | $ 346,596 |
Long-Term Debt and Credit Agr_4
Long-Term Debt and Credit Agreements - Additional Information (Details) - USD ($) | Jul. 31, 2019 | Jul. 14, 2019 | Sep. 19, 2018 | Jul. 29, 2017 | Aug. 03, 2019 | Aug. 04, 2018 | Feb. 02, 2019 | Sep. 18, 2018 |
Debt Instrument [Line Items] | ||||||||
Long-term debt, gross | $ 31,900,000 | |||||||
Net proceeds from term loan facility | $ 1,003,000 | |||||||
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 and (ii) 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] | ||||||||
Percentage of lenders | 88.00% | |||||||
Interest rate increased percentage | 0.22% | |||||||
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 | |||||||
New Term Loan Borrowings | Payment in Kind (PIK) Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 3.00% | |||||||
New Term Loan Borrowings | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin | 12.00% | |||||||
Interest rate payable in cash | 9.00% | |||||||
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] | ||||||||
Weighted average interest rate | 5.67% | |||||||
Long-term debt, gross | $ 1,352,830,000 | $ 1,373,554,000 | ||||||
Repayment of principal amount outstanding | 150,500,000 | $ 150,500,000 | ||||||
Cash on hand used to repay long term debt | 27,000,000 | |||||||
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] | ||||||||
Net proceeds from term loan facility | $ 94,100,000 | |||||||
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% | |||||||
Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, gross | $ 347,599,000 | $ 346,596,000 | ||||||
Debt, maturity date | Sep. 15, 2021 | |||||||
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 Notes, (iii) reports to the applicable Trustee and holders of the 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 indentures relating to the Notes 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 | $ 375,000,000 | |||||||
Credit facility, additional borrowing capacity | $ 75,000,000 | |||||||
Line of credit facility, maturity date | Nov. 17, 2021 | |||||||
Outstanding stand-by and documentary letters of credit | $ 67,400,000 | |||||||
Letters of credit, remaining borrowing capacity | $ 96,100,000 | |||||||
Weighted average interest rate | 4.67% | |||||||
Outstanding borrowings | $ 198,200,000 | |||||||
Short-term borrowings under the ABL Facility | 204,400,000 | $ 35,500,000 | ||||||
ABL Credit Facility | Sixth Amendment to Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility borrowing capacity | $ 375,000,000 | $ 350,000,000 | ||||||
ABL Credit Facility | Sixth Amendment to Credit Agreement | MUFG Union Bank, N.A. | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, additional borrowing capacity | $ 25,000,000 | |||||||
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 and documentary letters of credit | 300,000 | |||||||
Letters of credit, remaining borrowing capacity | 19,700,000 | |||||||
Documentary Letters Of Credit | HSBC | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility borrowing capacity | $ 20,000,000 |
Long-Term Debt and Credit Agr_5
Long-Term Debt and Credit Agreements - Summary of Components of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2019 | Aug. 04, 2018 | Aug. 03, 2019 | Aug. 04, 2018 | |
Debt Instrument [Line Items] | ||||
Interest expense, net | $ 37,727 | $ 34,400 | $ 74,645 | $ 67,382 |
Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Interest expense, net | 20,254 | 19,501 | 41,385 | 37,884 |
Notes | ||||
Debt Instrument [Line Items] | ||||
Interest expense, net | 11,264 | 11,264 | 22,514 | 22,529 |
ABL Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Interest expense, net | 2,567 | 538 | 4,928 | 875 |
Realized hedging losses | ||||
Debt Instrument [Line Items] | ||||
Interest expense, net | 1,137 | 498 | 804 | 1,854 |
Amortization of deferred financing costs and debt discount | ||||
Debt Instrument [Line Items] | ||||
Interest expense, net | 1,796 | 1,790 | 3,591 | 3,579 |
Other interest, net | ||||
Debt Instrument [Line Items] | ||||
Interest expense, net | $ 709 | $ 809 | $ 1,423 | $ 661 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Details) - USD ($) | 1 Months Ended | |
Oct. 31, 2018 | Aug. 31, 2014 | |
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 March 2019 to March 2020 | ||
Derivative [Line Items] | ||
Aggregate notional amount of interest rate derivative | $ 750,000,000 | |
Interest rate derivative, fixed interest rate | 3.03% | |
Interest rate swap agreement expiration | 2020-03 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Summary of Recorded Assets (Liabilities) Included in Condensed Consolidated Balance Sheet (Details) - Interest Rate Swap - USD ($) $ in Thousands | Aug. 03, 2019 | Feb. 02, 2019 |
Derivative [Line Items] | ||
Interest rate swaps (included in other assets) | $ 480 | |
Interest rate swaps (included in other liabilities) | $ (5,467) | $ (3,663) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | Aug. 03, 2019 | Feb. 02, 2019 |
Fair Value, Inputs, Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Estimated fair value of long-term debt | $ 1,563 | $ 1,401 |
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 | |
Aug. 03, 2019 | Aug. 03, 2019 | Aug. 04, 2018 | |
Fair Value Disclosures [Abstract] | |||
Carrying value of long-term assets written down to fair value | $ 2,962 | $ 4,880 | $ 6,866 |
Impairment charge | $ 2,962 | $ 4,880 | $ 6,866 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2019 | Aug. 04, 2018 | Aug. 03, 2019 | Aug. 04, 2018 | |
Income Taxes [Line Items] | ||||
Provision for income taxes | $ 4,959 | $ 5,036 | $ 6,379 | $ 5,085 |
Pre-tax loss | $ 39,263 | $ 1,058 | 54,073 | $ 34,934 |
Change in federal state tax rate, amount | $ 300 | |||
U.S. federal statutory rate | 21.00% | 21.00% | ||
Effective tax rate | (11.80%) | 15.00% | ||
Effective Tax Rate of (11.8)% | ||||
Income Taxes [Line Items] | ||||
Provision for income taxes | $ 0 |
Workforce Reductions - Schedule
Workforce Reductions - Schedule of Reserve for Severance and Related Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2019 | Aug. 04, 2018 | Aug. 03, 2019 | Aug. 04, 2018 | |
Workforce Reductions [Abstract] | ||||
Balance at beginning of period | $ 6,285 | $ 2,131 | $ 7,965 | $ 3,543 |
Provisions charged to expense | 2,986 | 5 | 5,529 | 3,293 |
Reversals | (363) | (856) | (470) | (856) |
Payments | (1,894) | (753) | (6,010) | (5,453) |
Balance at end of period | $ 7,014 | $ 527 | $ 7,014 | $ 527 |
Corporate Headquarters Reloca_2
Corporate Headquarters Relocation - Additional Information (Details) $ in Millions | 3 Months Ended | 14 Months Ended |
Aug. 04, 2018USD ($)ft² | Jun. 30, 2019USD ($) | |
Sublease | ||
Operating Leased Assets [Line Items] | ||
Occupancy term | 16 years | |
Area of office space sublease | ft² | 325,000 | |
Aggregate base rent | $ 277 | |
Vornado Office Management, LLC | Surrender Agreement | ||
Operating Leased Assets [Line Items] | ||
Termination payment | $ 35 | |
Gain on lease termination reduction of selling, general and administrative expense | $ 35 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Jul. 13, 2017 | Aug. 03, 2019 | Aug. 04, 2018 | Jul. 29, 2017 | Aug. 03, 2019 | Aug. 04, 2018 | May 04, 2019 | Feb. 02, 2019 | Dec. 05, 2016 | Feb. 02, 2013 |
Related Party Transaction [Line Items] | ||||||||||
Total assets | $ 1,708,981,000 | $ 1,708,981,000 | $ 1,221,651,000 | |||||||
Intangible assets | 298,779,000 | 298,779,000 | $ 300,117,000 | 301,397,000 | ||||||
Cash and cash equivalents | 27,173,000 | 27,173,000 | 25,738,000 | |||||||
Total liabilities | 3,043,963,000 | 3,043,963,000 | $ 2,493,894,000 | |||||||
Total revenues | 588,829,000 | $ 587,573,000 | 1,167,335,000 | $ 1,128,023,000 | ||||||
Aggregate principal amount of notes exchanged | $ 565,700,000 | |||||||||
Aggregate principal amount of the outstanding | 31,900,000 | 31,900,000 | ||||||||
Exchange Notes | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Aggregate principal amount of the outstanding | $ 249,600,000 | 249,596,000 | ||||||||
New Term Loan Borrowings | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Aggregate principal amount of the outstanding | 30,000,000 | $ 30,000,000 | 30,000,000 | |||||||
Payment in Kind (PIK) Note | PIK Notes Issuer | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal amount of notes issued | $ 500,000,000 | |||||||||
Aggregate principal amount of notes exchanged | $ 565,700,000 | |||||||||
J.Crew International | Initial Transferred IP | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of undivided ownership interest transferred | 72.04% | |||||||||
J.Crew International | Additional Transferred IP | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of undivided ownership interest transferred | 27.96% | 27.96% | ||||||||
J.Crew International | Transferred IP | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of undivided ownership interest transferred | 100.00% | 100.00% | ||||||||
J.Crew Operating Corp | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Payment of fixed license fee by subsidiaries | 59,000,000 | |||||||||
Receivable due from related party | 140,800,000 | 140,800,000 | ||||||||
J.Crew BrandCo | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Total assets | 415,800,000 | 415,800,000 | ||||||||
Intangible assets | 250,200,000 | 250,200,000 | ||||||||
License fee receivable | 24,600,000 | 24,600,000 | ||||||||
Cash and cash equivalents | 200,000 | 200,000 | ||||||||
J.Crew BrandCo | Royalty Revenue | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Total revenues | 14,800,000 | $ 29,500,000 | ||||||||
J.Crew BrandCo | New Notes | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Payment terms | The proceeds from the license fees to IPCo are used by IPCo and J.Crew Brand, LLC, wholly-owned subsidiaries of the Company (collectively, “J.Crew BrandCo”), to meet debt service requirements on the Notes. | |||||||||
Total liabilities | $ 360,200,000 | $ 360,200,000 |
Related Party Transactions - Su
Related Party Transactions - Summary of the Components of Due to Parent (Details) - USD ($) $ in Thousands | Aug. 03, 2019 | Feb. 02, 2019 |
Related Party Transaction [Line Items] | ||
Due to Parent | $ (35,472) | $ (37,462) |
Chinos Holdings Inc | ||
Related Party Transaction [Line Items] | ||
Income taxes payable to Parent | (48,648) | (48,648) |
Monitoring fees payable | (951) | (1,938) |
Transaction-related payments on behalf of Parent | 14,127 | 13,124 |
Due to Parent | $ (35,472) | $ (37,462) |