ASNA-2014.04.26-10Q


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
(Mark One) 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended April 26, 2014
 
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission File Number: 0-11736
 
ASCENA RETAIL GROUP, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
30-0641353
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
 
 
933 MacArthur Boulevard, Mahwah, New Jersey
 
07430
(Address of principal executive offices)
 
(Zip Code)
 
(551) 777-6700
(Registrant's telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý
The Registrant had 161,662,135 shares of common stock outstanding as of May 29, 2014.






INDEX
 
PART I.  FINANCIAL INFORMATION (Unaudited)
 
 
 
 
 
 
 
 
Page
Item 1.
Financial Statements:
 
 
 
 
 
Consolidated Balance Sheets
 
Consolidated Statements of Operations
 
Consolidated Statements of Comprehensive Income
 
Consolidated Statements of Cash Flows
 
Notes to Consolidated Financial Statements
 
 
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 
 
 
Item 4.
Controls and Procedures
 
 
 
PART II. OTHER INFORMATION
 
Item 1.
Legal Proceedings
 
 
 
Item 1A.
Risk Factors
 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
 
 
Item 6.
Exhibits
 
 
 
Signatures
 




ASCENA RETAIL GROUP, INC.
CONSOLIDATED BALANCE SHEETS
 
 
April 26,
2014
 
July 27,
2013
 
(millions, except per share data)
(unaudited)
ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
213.2

 
$
186.4

Short-term investments
3.6

 
3.0

Inventories
564.7

 
540.9

Assets related to discontinued operations
—

 
38.8

Deferred tax assets
52.1

 
53.0

Prepaid expenses and other current assets
126.6

 
120.7

Total current assets
960.2

 
942.8

Property and equipment, net
1,044.0

 
824.8

Goodwill
581.4

 
581.4

Other intangible assets, net
449.2

 
451.1

Other assets
74.9

 
71.6

Total assets
$
3,109.7

 
$
2,871.7

 
 
 
 
LIABILITIES AND EQUITY
 

 
 

 
 
 
 
Current liabilities:
 

 
 

Accounts payable
$
224.0

 
$
259.2

Accrued expenses and other current liabilities
305.3

 
301.4

Deferred income
72.0

 
61.2

Liabilities related to discontinued operations
3.0

 
21.5

Income taxes payable
7.5

 
8.7

Current portion of long term debt
0.6

 
0.6

Total current liabilities
612.4

 
652.6

Long-term debt
224.4

 
135.0

Lease-related liabilities
243.8

 
242.9

Deferred income taxes
156.2

 
131.7

Other non-current liabilities
159.0

 
153.1

Commitments and contingencies (Note 11)


 


Total liabilities
1,395.8

 
1,315.3

 
 
 
 
Equity:
 

 
 

Common stock, par value $0.01 per share; 161.6 million and 159.5 million shares issued and outstanding
1.6

 
1.6

Additional paid-in capital
635.2

 
592.8

Retained earnings
1,080.5

 
963.2

Accumulated other comprehensive loss
(3.4
)
 
(1.2
)
Total equity
1,713.9

 
1,556.4

Total liabilities and equity
$
3,109.7

 
$
2,871.7





See accompanying notes.

3


ASCENA RETAIL GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
Three Months Ended
 
Nine Months Ended
 
April 26,
2014
 
April 27,
2013
 
April 26,
2014
 
April 27,
2013
 
(millions, except per share data)
(unaudited)
Net sales
$
1,145.1

 
$
1,142.2

 
$
3,608.2

 
$
3,517.2

Cost of goods sold
(470.1
)
 
(484.4
)
 
(1,534.9
)
 
(1,540.7
)
Gross margin
675.0

 
657.8

 
2,073.3

 
1,976.5

 
 
 
 
 
 
 
 
Other costs and expenses:
 

 
 

 
 

 
 

Buying, distribution and occupancy costs
(219.6
)
 
(208.1
)
 
(670.9
)
 
(613.0
)
Selling, general and administrative expenses
(340.4
)
 
(332.4
)
 
(1,048.2
)
 
(1,013.9
)
Acquisition-related, integration and restructuring costs
(12.7
)
 
(6.9
)
 
(24.9
)
 
(20.1
)
Depreciation and amortization expense
(48.6
)
 
(44.6
)
 
(141.0
)
 
(122.5
)
Total other costs and expenses
(621.3
)
 
(592.0
)
 
(1,885.0
)
 
(1,769.5
)
Operating income
53.7

 
65.8

 
188.3

 
207.0

 
 
 
 
 
 
 
 
Interest expense
(1.7
)
 
(2.9
)
 
(4.8
)
 
(12.5
)
Interest and other (expense) income, net
(0.7
)
 
0.1

 
(1.2
)
 
0.6

Loss on extinguishment of debt (Note 8)
—

 
(7.9
)
 
—

 
(9.3
)
Income from continuing operations before provision for income taxes
51.3

 
55.1

 
182.3

 
185.8

Provision for income taxes from continuing operations
(15.7
)
 
(22.2
)
 
(60.0
)
 
(68.9
)
Income from continuing operations
35.6

 
32.9

 
122.3

 
116.9

(Loss) income from discontinued operations, net of taxes (1)
(2.4
)
 
(1.7
)
 
(4.6
)
 
4.6

Net income
$
33.2

 
$
31.2

 
$
117.7

 
$
121.5

 
 
 
 
 
 
 
 
Net income per common share - basic:
 

 
 

 
 

 
 

Continuing operations
$
0.22

 
$
0.21

 
$
0.76

 
$
0.74

Discontinued operations
(0.02
)
 
(0.01
)
 
(0.03
)
 
0.03

Total net income per basic common share
$
0.20

 
$
0.20

 
$
0.73

 
$
0.77

 
 
 
 
 
 
 
 
Net income per common share – diluted:
 

 
 

 
 

 
 

Continuing operations
$
0.22

 
$
0.20

 
$
0.74

 
$
0.72

Discontinued operations
(0.02
)
 
(0.01
)
 
(0.03
)
 
0.03

Total net income per diluted common share
$
0.20

 
$
0.19

 
$
0.71

 
$
0.75

 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 

 
 

 
 

 
 

Basic
161.4

 
158.0

 
160.4

 
156.9

Diluted
164.7

 
163.3

 
164.9

 
162.8

_____________
(1) (Loss) income from discontinued operations is presented net of a $0.1 million and $2.9 million income tax benefit for the three and nine months ended April 26, 2014, respectively, and a $1.2 million income tax benefit and a $1.8 million income tax expense for the three and nine months ended April 27, 2013, respectively.
 
 


See accompanying notes.

4


ASCENA RETAIL GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
 
Three Months Ended
 
Nine Months Ended
 
April 26,
2014
 
April 27,
2013
 
April 26,
2014
 
April 27,
2013
 
(millions)
(unaudited)
Net income
$
33.2

 
$
31.2

 
$
117.7

 
$
121.5

Other comprehensive income (loss), net of tax(1)
 

 
 

 
 

 
 

Net change in unrealized gains on available-for-sale investments
—

 
—

 
—

 
1.2

Foreign currency translation adjustment
1.0

 
(0.2
)
 
(2.2
)
 
(0.6
)
Total other comprehensive income (loss)
1.0

 
(0.2
)
 
(2.2
)
 
0.6

Total comprehensive income
$
34.2

 
$
31.0

 
$
115.5

 
$
122.1

___________
(1) No tax benefits have been provided in any period primarily due to the Company's assertion regarding its indefinitely reinvested current year earnings and the uncertainty of realization of cumulative capital loss tax benefits.
 
 





































See accompanying notes.

5


ASCENA RETAIL GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
Nine Months Ended
 
April 26,
2014
 
April 27,
2013
 
(millions)
(unaudited)
Cash flows from operating activities:
 
Net income
$
117.7

 
$
121.5

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Depreciation and amortization expense
141.0

 
122.5

Deferred income tax benefit
(13.1
)
 
(6.4
)
Deferred rent and other occupancy costs
(28.1
)
 
(26.9
)
Loss on extinguishment of debt
—

 
9.3

Non-cash stock-based compensation expense
23.7

 
23.2

Non-cash impairments of assets
3.5

 
3.8

Non-cash interest expense
1.0

 
1.4

Other non-cash income
(5.8
)
 
(7.3
)
Excess tax benefits from stock-based compensation
(4.3
)
 
(12.8
)
Changes in operating assets and liabilities:
 

 
 

Inventories
(23.8
)
 
(7.3
)
Accounts payable, accrued liabilities and income tax liabilities
(9.7
)
 
65.2

Deferred income liabilities
17.1

 
24.4

Lease-related liabilities
31.2

 
29.0

Other balance sheet changes
12.5

 
(6.1
)
Changes in net assets related to discontinued operations
(19.4
)
 
(0.3
)
Net cash provided by operating activities
243.5

 
333.2

 
 
 
 
Cash flows from investing activities:
 

 
 

Capital expenditures
(368.9
)
 
(171.3
)
Proceeds from sale of assets
42.2

 
15.9

Purchase of investments
(0.7
)
 
(2.3
)
Proceeds from sales and maturities of investments
0.1

 
4.9

Net cash used in investing activities
(327.3
)
 
(152.8
)
 
 
 
 
Cash flows from financing activities:
 

 
 

Proceeds from borrowings
1,094.3

 
426.7

Repayments of debt
(1,004.9
)
 
(601.4
)
Payment of deferred financing costs
—

 
(3.7
)
Proceeds from stock options exercised and employee stock purchases
16.9

 
23.8

Excess tax benefits from stock-based compensation
4.3

 
12.8

Net cash provided by (used in) financing activities
110.6

 
(141.8
)
 
 
 
 
Net increase in cash and cash equivalents
26.8

 
38.6

Cash and cash equivalents at beginning of period
186.4

 
164.3

 
 
 
 
Cash and cash equivalents at end of period
$
213.2

 
$
202.9

 
 

See accompanying notes.

6


ASCENA RETAIL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1. Description of Business
 
Ascena Retail Group, Inc., a Delaware corporation (“Ascena” or the “Company”), is a leading national specialty retailer of apparel for women and tween girls and boys. The Company operates, through its 100% owned subsidiaries, the following principal retail brands: Justice, Lane Bryant, maurices, dressbarn and Catherines. The Company operates approximately 3,900 stores throughout the United States, Puerto Rico and Canada, with annual revenues of over $4.7 billion for the fiscal year ended July 27, 2013. Ascena and its subsidiaries are collectively referred to herein as the “Company,” “we,” “us,” “our” and “ourselves,” unless the context indicates otherwise.
 
The Company classifies its businesses into five segments following a brand-oriented approach: Justice, Lane Bryant, maurices, dressbarn, and Catherines. The Justice segment includes approximately 998 specialty retail and outlet stores, e-commerce operations, and certain licensed franchises in international territories. The Justice brand offers fashionable apparel to girls who are ages 7 to 14 in an environment designed to match the energetic lifestyle of tween girls, and fashionable apparel to boys who are ages 7 to 14 under the Brothers brand. The Lane Bryant segment includes approximately 770 specialty retail and outlet stores, and e-commerce operations. The Lane Bryant brand offers fashionable and sophisticated plus-size apparel under multiple private labels to female customers in the 25 to 45 age range. The maurices segment includes approximately 907 specialty retail and outlet stores, and e-commerce operations. The maurices brand offers up-to-date fashion designed to appeal to the 17 to 34 year-old female, with stores concentrated in small markets (approximately 25,000 to 100,000 people). The dressbarn segment includes approximately 831 specialty retail and outlet stores, and e-commerce operations. The dressbarn brand primarily attracts female consumers in the mid-30’s to mid-50’s age range and offers moderate-to-better quality career, special occasion and casual fashion to the working woman. The Catherines segment includes approximately 389 specialty retail and outlet stores, and e-commerce operations. The Catherines brand offers classic apparel and accessories for wear-to-work and casual lifestyles in a full range of plus sizes, generally catering to the female customer 45 years and older.
 
2. Basis of Presentation
 
Interim Financial Statements
 
The interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The interim consolidated financial statements are unaudited. In the opinion of management, however, such consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the consolidated financial condition, results of operations, comprehensive income and cash flows of the Company for the interim periods presented. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with the accounting principles generally accepted in the U.S. (“US GAAP”) have been condensed or omitted from this report as is permitted by the SEC’s rules and regulations. However, the Company believes that the disclosures herein are adequate to make the information presented not misleading.
 
The consolidated balance sheet data as of July 27, 2013 is derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended July 27, 2013 (the “Fiscal 2013 10-K”), which should be read in conjunction with these interim financial statements. Reference is made to the Fiscal 2013 10-K for a complete set of financial statements.
 
Basis of Consolidation
 
The consolidated financial statements are prepared in accordance with US GAAP, and present the financial position, results of operations, comprehensive income and cash flows of the Company and all entities in which the Company has a controlling voting interest. The consolidated financial statements also include the accounts of any variable interest entities in which the Company is considered to be the primary beneficiary and such entities are required to be consolidated in accordance with US GAAP. There were no variable interest entities as of April 26, 2014.
 
All significant intercompany balances and transactions have been eliminated in consolidation.
 


7


ASCENA RETAIL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Use of Estimates
 
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could differ materially from those estimates.
 
Significant estimates inherent in the preparation of the consolidated financial statements include: the realizability of inventory; reserves for litigation and other contingencies; useful lives and impairments of long-lived tangible and intangible assets; accounting for income taxes and related uncertain tax positions; the valuation of stock-based compensation and related expected forfeiture rates; insurance reserves; and accounting for business combinations.
 
Fiscal Year
 
The Company utilizes a 52-53 week fiscal year ending on the last Saturday in July. As such, fiscal year 2014 will end on July 26, 2014 and will be a 52-week period (“Fiscal 2014”). Fiscal 2013 ended on July 27, 2013 and reflected a 52-week period (“Fiscal 2013”). The third quarter of Fiscal 2014 ended on April 26, 2014 and was a 13-week period. The third quarter of Fiscal 2013 ended on April 27, 2013 and was also a 13-week period.
 
Prior to Fiscal 2014, the financial position and results of operations of the sourcing operations of Charming Shoppes, Inc. (“Charming Shoppes”) located in Hong Kong (“Charming Sourcing”), which was acquired in the June 2012 acquisition of Charming Shoppes (the “Charming Shoppes Acquisition”), were reported on a one-month lag. The Company’s operating results for the three and nine months ended April 27, 2013 include the operating results of Charming Sourcing for the three-month period from January 1, 2013 through March 31, 2013 and nine-month period from July 1, 2012 through March 31, 2013. Effective with the beginning of Fiscal 2014, the fiscal year-end of Charming Sourcing was changed to conform to the Company’s fiscal year-end. The change was recorded as an adjustment to the Company’s opening balance of retained earnings as of the beginning of Fiscal 2014. The net effect of such adjustment, and the prior reporting lag, was not material to the consolidated financial statements of the Company.
 
Discontinued Operations
 
Contemporaneously with the closing of the Charming Shoppes Acquisition, the Company announced its intent to cease operating the acquired Fashion Bug business and its intent to sell the acquired Figi’s business. Accordingly, these businesses have been classified as a component of discontinued operations within the consolidated financial statements.
 
The Fashion Bug business ceased operations in February 2013. Additionally, as discussed in the Fiscal 2013 10-K, in August 2013, the Company entered into an agreement to sell the principal net assets of the Figi’s business (the “Figi’s Sale”) and recorded an $8.0 million pretax charge during the fourth quarter of Fiscal 2013 to reduce the carrying value of the Figi’s net assets to an amount approximating the net sales proceeds. The Figi’s Sale closed during the first quarter of Fiscal 2014. Additional pretax charges of $2.3 million and $4.5 million for the three and nine months ended April 26, 2014, respectively, reflect transaction costs and the adjustment of certain liabilities which existed at the date it was sold. These charges have been classified as components of discontinued operations in the accompanying consolidated statement of operations. No material charges related to the finalization of the remaining liabilities are anticipated.
 
Operating results for the discontinued businesses, including $7.4 million of revenues for the first quarter of Fiscal 2014 (only consisting of revenues from the Figi’s business) and $13.4 million and $400.3 million of revenues for the three and nine months ended April 27, 2013, respectively, have been segregated and reported separately as a component of discontinued operations in the accompanying consolidated statements of operations.
 
As of April 26, 2014 the only balance remaining related to the discontinued businesses consists of accrued expenses and other current liabilities of $3.0 million.
 
Seasonality of Business
 
The Company’s business is typically affected by seasonal sales trends primarily resulting from the timing of holiday and back-to-school shopping periods. In particular, sales at Justice tend to be significantly higher during the fall season which occurs during the first and second quarters of our fiscal year, as this includes the back-to-school period and the December holiday season that is focused on gift-giving merchandise. The maurices brand experiences peak sales during the December holiday season as well as

8


ASCENA RETAIL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

during the early spring which includes the Easter holiday season. The dressbarn brand has historically experienced higher sales in the spring, which includes the Easter and Mother’s Day holidays. The Lane Bryant and Catherines brands typically experience peak sales during the Easter, Mother’s Day and December holiday seasons. Lane Bryant’s peak sales around Mother’s Day typically extend through Memorial Day and into early summer. In addition, our results of operations and cash flows may fluctuate materially in any quarterly period depending on, among other things, adverse weather conditions, shifts in the timing of certain holidays and changes in merchandise mix.
 
3. Summary of Significant Accounting Policies
 
Revenue Recognition
 
Revenue is recognized across all segments of the business when there is persuasive evidence of an arrangement, delivery has occurred, price has been fixed or is determinable, and collectability is reasonably assured.
 
Retail store revenue is recognized net of estimated returns at the time of sale to consumers. E-commerce revenue from sales of products ordered through the Company’s retail internet sites and revenue from direct-mail orders through Justice’s catazine are recognized upon delivery and receipt of the shipment by our customers. Such revenue also is reduced by an estimate of returns.
 
Reserves for estimated product returns are recorded based on historical return trends and are adjusted for known events, as applicable.
 
Gift cards, gift certificates and merchandise credits (collectively, “gift cards”) issued by the Company are recorded as a deferred income liability until they are redeemed, at which point revenue is recognized. Gift cards do not have expiration dates. The Company recognizes income for unredeemed gift cards when the likelihood of a gift card being redeemed by a customer is remote and the Company determines that it does not have a legal obligation to remit the value of the unredeemed gift card to the relevant jurisdiction as unclaimed or abandoned property. Gift card breakage is included in Net sales in the accompanying consolidated statements of operations, and historically has not been material.
 
In addition to retail-store and e-commerce sales, the Justice segment recognizes revenue from licensing arrangements with franchised stores, advertising and other “tween-right” marketing arrangements with partner companies, as well as merchandise shipments to other third-party retailers. Revenue associated with merchandise shipments is recognized at the time title passes and risk of loss is transferred to customers, which generally occurs at the date of shipment. Royalty payments received under license agreements for the use of the Justice trade name and amounts received in connection with advertising and marketing arrangements with partner companies are recognized when earned in accordance with the terms of the underlying agreements.
 
The Company accounts for sales and other related taxes on a net basis, thereby excluding such taxes from revenue.
 
Cost of Goods Sold
 
Cost of goods sold (“COGS”) consists of all costs of merchandise (net of purchase discounts and vendor allowances), merchandise acquisition costs (primarily commissions and import fees), in-bound freight to our distribution centers and changes in reserve levels for inventory realizability and shrinkage. These costs are determined to be directly or indirectly incurred in bringing an article to its existing condition and location.
 
Our cost of goods sold and gross margin may not be comparable to those of other entities. Some entities, like us, exclude costs related to their distribution network, buying function, store occupancy costs and depreciation and amortization expenses from cost of goods sold and include them in other costs and expenses, whereas other entities include these costs in their cost of goods sold.

Buying, Distribution and Occupancy costs

Buying, distribution and occupancy costs consist of store occupancy and utility costs (excluding depreciation), out-bound freight and all costs associated with the buying and distribution functions.

Selling, General and Administrative Expenses
 
Selling, general and administrative expenses (“SG&A expenses”) consist of compensation and benefit-related costs for sales and store operations personnel, administrative personnel and other employees not associated with the functions described above under

9


ASCENA RETAIL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Buying, distribution and occupancy costs. SG&A expenses also include advertising and marketing costs, information technology and communication costs, supplies for our stores and administrative facilities, insurance costs, legal costs and costs related to other administrative services.

Income Taxes
 
Income taxes are provided using the asset and liability method. Under this method, income taxes (i.e., deferred tax assets and liabilities, current taxes payable/refunds receivable and tax expense) are recorded based on amounts refundable or payable in the current year, and include the results of any differences between US GAAP and tax reporting. Deferred income taxes reflect the tax effect of certain net operating loss, capital loss and general business credit carry forwards and the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial statement and income tax purposes, as determined under enacted tax laws and rates. The Company accounts for the financial effect of changes in tax laws or rates in the period of enactment.
 
In addition, valuation allowances are established when management determines that it is more-likely-than-not that some portion or all of a deferred tax asset will not be realized. Tax valuation allowances are analyzed periodically and adjusted as events occur, or circumstances change, that warrant adjustments to those balances.
 
In determining the income tax provision for financial reporting purposes, the Company establishes a reserve for uncertain tax positions. If the Company considers that a tax position is “more-likely-than-not” of being sustained upon audit, based solely on the technical merits of the position, it recognizes the tax benefit. The Company measures the tax benefit by determining the largest amount that is greater than 50% likely of being realized upon settlement, presuming that the tax position is examined by the appropriate taxing authority that has full knowledge of all relevant information. These assessments can be complex and the Company often obtains assistance from external advisors. To the extent that the Company’s estimates change or the final tax outcome of these matters is different than the amounts recorded, such differences will impact the income tax provision in the period in which such determinations are made. If the initial assessment fails to result in the recognition of a tax benefit, the Company regularly monitors its position and subsequently recognizes the tax benefit if (i) there are changes in tax law or analogous case law that sufficiently raise the likelihood of prevailing on the technical merits of the position to “more-likely-than-not,” (ii) the statute of limitation expires, or (iii) there is a completion of an audit resulting in a settlement of that tax year with the appropriate agency. Uncertain tax positions are classified as current only when the Company expects to pay cash within the next twelve months. Interest and penalties, if any, are recorded within the provision for income taxes in the Company’s accompanying consolidated statements of operations and are classified on the accompanying consolidated balance sheets with the related liability for uncertain tax positions.
 
The Company’s liability for unrecognized tax benefits (including accrued interest and penalties), which is included in Other non-current liabilities in the accompanying consolidated balance sheets, was $39.1 million as of April 26, 2014 and $44.9 million as of July 27, 2013. The Company’s liability for uncertain tax positions decreased by $5.8 million primarily as a result of the reversal of certain liabilities associated with uncertain tax positions due largely to the expiration of applicable federal and state income tax statutes of limitations for certain years in the first quarter and settlements in the third quarter of Fiscal 2014. The amount of this liability is subject to change based on future events including, but not limited to, the settlements of ongoing audits and/or the expiration of applicable statutes of limitations. Although the outcomes and timing of such events are highly uncertain, the Company anticipates that the balance of the liability for unrecognized tax benefits will decrease by approximately $4.6 million, excluding interest and penalties, during the next twelve months. However, changes in the occurrence, expected outcome and timing of those events could cause the Company’s current estimate to change materially in the future.
 
Net Income per Common Share
 
Basic net income per common share is computed by dividing the net income applicable to common shares after preferred dividend requirements, if any, by the weighted-average number of common shares outstanding during the period. Diluted net income per common share adjusts basic net income per common share for the effects of outstanding stock options, restricted stock, restricted stock units and any other potentially dilutive financial instruments, only in the periods in which such effect is dilutive under the treasury stock method. 

10


ASCENA RETAIL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The weighted-average number of common shares outstanding used to calculate basic net income per common share is reconciled to those shares used in calculating diluted net income per common share as follows:
 
Three Months Ended
 
Nine Months Ended
 
April 26,
2014
 
April 27,
2013
 
April 26,
2014
 
April 27,
2013
 
(millions)
Basic
161.4

 
158.0

 
160.4

 
156.9

Dilutive effect of stock options, restricted stock and restricted stock units
3.3

 
5.3

 
4.5

 
5.9

Diluted shares
164.7

 
163.3

 
164.9

 
162.8

 
Options to purchase shares of common stock at an exercise price greater than the average market price of the common stock during the reporting period are anti-dilutive, and therefore not included in the computation of diluted net income per common share. In addition, the Company has outstanding restricted stock units that are issuable only upon the achievement of certain service and/or performance or market-based goals. Such performance or market-based restricted stock units are included in the computation of diluted shares only to the extent the underlying performance or market conditions (a) are satisfied prior to the end of the reporting period or (b) would be satisfied if the end of the reporting period were the end of the related contingency period and the result would be dilutive under the treasury stock method. As of April 26, 2014 and April 27, 2013, there was an aggregate of approximately 5.6 million and 2.9 million, respectively, of additional shares issuable upon the exercise of anti-dilutive options and/or the contingent vesting of restricted stock units that were excluded from the diluted share calculations.
 
4. Inventories
 
Inventories substantially consist of finished goods merchandise. Inventory by brand is set forth below:
 
April 26,
2014
 
July 27,
2013
 
April 27,
2013
 
 
 
(millions)
 
 
Justice
$
152.7

 
$
196.2

 
$
141.3

Lane Bryant
157.0

 
119.7

 
152.4

maurices
101.4

 
92.0

 
84.9

dressbarn
112.3

 
106.9

 
119.6

Catherines
41.3

 
26.1

 
39.9

Total inventories
$
564.7

 
$
540.9

 
$
538.1

 
5. Fair Value Measurements
 
Fair Value Measurements of Financial Instruments
 
Certain financial assets and liabilities are required to be carried at fair value. Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes market data or assumptions that it believes market participants would use in pricing the asset or liability, which would maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, including assumptions about risk and the risks inherent in the inputs to the valuation technique.

Cash, cash equivalents and restricted cash are recorded at carrying value, which approximates fair value. Available-for-sale investments in debt securities have historically been recorded at fair value. As the Company’s primary debt obligations are variable rate, there are no significant differences between the fair value and carrying value of the Company’s debt obligations.

The Company’s non-financial instruments, which primarily consist of goodwill, intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis and are reported at their carrying value. However, on a periodic basis whenever events or changes in circumstances indicate that their carrying value may not be recoverable (and at least annually for goodwill and other indefinite-lived intangible assets), non-financial instruments are assessed for impairment and, if applicable, written-down to (and recorded at) fair value.




11


ASCENA RETAIL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

6. Property and Equipment
 
Property and equipment, net, consist of the following:
 
April 26,
2014
 
July 27,
2013
 
 
(millions)
 
Property and Equipment:
 
 
 
 
   Land
$
33.3

 
$
29.4

 
   Buildings and improvements
136.2

 
47.2

 
   Leasehold improvements
591.3

 
531.4

 
   Furniture, fixtures and equipment
534.1

 
401.0

 
   Information technology
244.8

 
213.1

 
   Construction in progress
149.3

 
165.3

 
 
1,689.0

 
1,387.4

 
   Less: accumulated depreciation
(645.0
)
 
(562.6
)
 
   Property and equipment, net
$
1,044.0

 
$
824.8

 

The increase in property and equipment is primarily due to current period expenditures for store-related capital improvements, investments in our technological and supply chain infrastructure and investments in corporate office space to support our growing operations. These initiatives resulted in the expanded distribution centers in Ohio and Indiana, as well as the Mahwah, NJ office space, being placed into service in the third quarter of Fiscal 2014, as discussed below.
 
Buildings
 
Corporate Office Space
 
During the third quarter of Fiscal 2014, the Company completed the renovation and expansion of its Mahwah, NJ property. This space now serves as the corporate office for the dressbarn brand and a newly constructed building serves as the corporate office for ascena.
 
Distribution Centers

During the third quarter of Fiscal 2014, the Company’s expanded distribution centers in Etna Township, Ohio and Greencastle, Indiana became operational.  The Etna distribution center will centralize all of the Company's brick-and-mortar store distribution into one location while the Greencastle distribution center will centralize all of the Company's e-commerce distribution into one location. 

7. Impairments
 
Long-Lived Assets Impairment
 
Property and equipment, along with other long-lived assets, are evaluated for impairment periodically whenever events or changes in circumstances indicate that their related carrying amounts may not be recoverable. In evaluating long-lived assets for recoverability, the Company uses its best estimate of future cash flows expected to result from the use of the asset and its eventual disposition. To the extent that estimated future undiscounted net cash flows attributable to the asset are less than the carrying amount, an impairment loss is recognized equal to the difference between the carrying value of such asset and its fair value. Impairment losses for retail store-related assets are included as a component of SG&A expenses in the accompanying consolidated statements of operations for all periods and are discussed below.

Fiscal 2014 Impairment
 
During the nine months ended April 26, 2014, the Company recorded an aggregate of $3.5 million in non-cash impairment charges, including $0.2 million in its Justice segment, $0.9 million in its Lane Bryant segment, $0.7 million in its maurices segment and $1.7 million in its dressbarn segment. These charges reduced the net carrying value of certain long-lived assets to their estimated fair value, which was determined based on discounted expected cash flows. These impairment charges were primarily related to the lower-than-expected operating performance of certain retail stores. Of the above amount, $0.5 million was recorded during

12


ASCENA RETAIL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

the three months ended April 26, 2014. There were no impairment charges recorded at Catherines during the three and nine months ended April 26, 2014.
 
Fiscal 2013 Impairment
 
During the nine months ended April 27, 2013, the Company recorded an aggregate of $3.8 million in non-cash impairment charges, including $2.0 million in its Lane Bryant segment, $0.5 million in its maurices segment and $1.3 million in its dressbarn segment. These charges reduced the net carrying value of certain long-lived assets to their estimated fair value, which was determined based on discounted expected cash flows. These impairment charges were primarily related to the lower-than-expected operating performance of certain retail stores. Of the above amount, $2.1 million was recorded during the three months ended April 27, 2013. There were no impairment charges recorded at Justice or Catherines during the three or nine months ended April 27, 2013. 

8. Debt
Debt consists of the following:
April 26,
2014
 
July 27,
2013
 
(millions)
Revolving credit agreement
$
224.4

 
$
135.0

Charming Shoppes convertible notes
0.6

 
0.6

 
225.0

 
135.6

Less: current portion
(0.6
)
 
(0.6
)
Total long-term debt
$
224.4

 
$
135.0


Revolving Credit Agreement
 
The Company’s revolving credit facility (the “Revolving Credit Agreement”) provides a senior secured revolving credit facility up to $500 million, with an optional additional increase of up to $100 million. The Revolving Credit Agreement expires in June 2018. There are no mandatory reductions in borrowing availability throughout the term of the Revolving Credit Agreement. However, availability under the Revolving Credit Agreement fluctuates from month-to-month based on the Company’s underlying collateral position at the end of the period. Our collateral position is determined, at any given period, by the aggregate of the Company’s (i) inventory position (less reserves), (ii) market value of eligible real properties up to certain limits, and (iii) eligible credit card receivables.

The Revolving Credit Agreement may be used for the issuance of letters of credit, to fund working capital requirements and capital expenditures, and for general corporate purposes. The Revolving Credit Agreement includes a $250 million letter of credit sublimit, of which $60 million can be used for standby letters of credit, and a $25 million swing loan sublimit. Borrowings under the Revolving Credit Agreement bear interest at a variable rate determined using a base rate equal to the greatest of the (i) prime rate, (ii) federal funds rate plus 50 basis points, or (iii) LIBOR plus 100 basis points; plus an applicable margin ranging from 50 basis points to 200 basis points based on a combination of the type of borrowing (prime or LIBOR) and average borrowing availability during the previous fiscal quarter.
 
In addition to paying interest on any outstanding borrowings under the Revolving Credit Agreement, the Company is required to pay a commitment fee to the lenders under the Revolving Credit Agreement in respect of the unutilized commitments in an amount ranging between 25 basis points and 37.5 basis points per annum based on the Company’s average utilization during the previous fiscal quarter.

As of April 26, 2014, after taking into account the $224.4 million of revolving debt outstanding and the $18.0 million in outstanding letters of credit, the Company had $257.6 million in its variable availability under the Revolving Credit Agreement.
 
Restrictions under the Revolving Credit Agreement
 
The Revolving Credit Agreement is subject to restrictions, as summarized below.
 
The Company is subject to certain restrictions and financial covenants with respect to minimum availability limits under the Revolving Credit Agreement.  Such limits are variable based on the outstanding borrowing commitment.  Should Availability (as defined in the Revolving Credit Agreement) fall below the minimum level for three consecutive days, the Company would be in

13


ASCENA RETAIL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

a Reduced Availability Period and would be subject to a fixed charge coverage ratio test.  As of April 26, 2014, the Reduced Availability Period would be triggered if our availability were to drop below approximately $50.0 million for three consecutive days.  As of April 26, 2014, the Company had $257.6 million in availability under the Revolving Credit Agreement and accordingly, the fixed charge coverage ratio test does not apply.
 
If the Company is in a Reduced Availability Period at the end of a fiscal quarter, the Company’s fixed charge coverage ratio must be at least 1.00 to 1.00.  The ratio is calculated based on four consecutive fiscal quarter end dates ending with the current quarter.  The fixed charge coverage ratio is defined as a ratio of consolidated earnings (as defined in the Revolving Credit Agreement), less capital expenditures, to consolidated fixed charges.
  
In addition to the above, the Revolving Credit Agreement contains customary negative covenants, subject to negotiated exceptions, on (i) liens and guarantees, (ii) investments, (iii) indebtedness, (iv) significant corporate changes including mergers and acquisitions, (v) dispositions, (vi) restricted payments, cash dividends and certain other restrictive agreements. The borrowing agreement also contains customary events of default, such as payment defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency, the occurrence of a defined change in control, or the failure to observe the negative covenants and other covenants related to the operation of the Company’s business.

The Company’s obligations under the Revolving Credit Agreement are guaranteed by certain of its domestic subsidiaries (the “Subsidiary Guarantors”). As collateral security under the borrowing agreement and the guarantees thereof, the Company and the Subsidiary Guarantors have granted to the administrative agent for the benefit of the lenders, a first priority lien on substantially all of their tangible and intangible assets, including, without limitation, certain domestic inventory and certain material real estate. 

Our Revolving Credit Agreement allows us to pay dividends, provided that at the time of and immediately after giving effect to the dividend, (i) there is no default or event of default, and (ii) Availability (as defined in the Revolving Credit Agreement) is not less than 20% of the aggregate Revolving Commitments (as defined in the Revolving Credit Agreement), subject to a minimum predetermined availability limit. Dividends are payable when declared by our Board of Directors.

The Company was in compliance with all financial covenants contained in the Revolving Credit Agreement as of April 26, 2014.
 
Term Loan
 
During Fiscal 2013, the Company prepaid approximately $20 million during the second quarter and the entire remaining outstanding principal balance during the third quarter of a six-year, variable rate term loan. These transactions resulted in an aggregate of $7.9 million and $8.5 million of pretax losses on extinguishment of debt for the three and nine months ended April 27, 2013, respectively, relating to a proportional reduction, and subsequently write-off, of the balances of the original issue discount and deferred financing costs, which has been disclosed as a component of the Loss on extinguishment of debt on the face of the accompanying consolidated statements of operations.
 
Mortgage Notes
 
In connection with the Charming Shoppes Acquisition in the fourth quarter of Fiscal 2012, the Company assumed a $7.8 million mortgage obligation (the “Greencastle Mortgage”) on an owned distribution center in Greencastle, Indiana. During the second quarter of Fiscal 2013, the Company prepaid the outstanding principal balance of the Greencastle Mortgage in full. The payment of $8.4 million resulted in a $0.8 million pretax loss on extinguishment of debt, relating to a make-whole premium to holders of the mortgage note, which has been disclosed as a component of the Loss on extinguishment of debt on the face of the accompanying consolidated statements of operations.

Other Letters of Credit
 
As of April 26, 2014, the Company had also issued $1.1 million of private label letters of credit relating to the importation of merchandise.
 





14


ASCENA RETAIL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

9. Equity
 
Nine Months Ended
Summary of Changes in Equity:
April 26,
2014
 
April 27,
2013
 
(millions)
  Balance at beginning of period
$
1,556.4

 
$
1,340.9

     Total comprehensive income
115.5

 
122.1

     Cash settled LTIP conversion (a)
—

 
(6.9
)
     Shares issued and equity grants made pursuant to stock-based compensation plans
42.6

 
59.3

     Other
(0.6
)
 
—

  Balance at end of period
$
1,713.9

 
$
1,515.4

_________
(a) 
During the first quarter of Fiscal 2013, approximately 0.6 million performance and market-based shares were canceled and replaced with a corresponding amount of new awards that will be settled in cash, and the underlying value was reclassified to liabilities.

Common Stock Repurchase Program

In Fiscal 2010, the Company’s Board of Directors authorized a $100 million share repurchase program (the “2010 Stock Repurchase Program”). The program was then expanded in Fiscal 2011 to cover an additional $100 million of authorized purchases. Under the 2010 Stock Repurchase Program, purchases of shares of common stock may be made at the Company’s discretion from time to time, subject to overall business and market conditions.
 
There were no purchases of common stock by Company during the nine months ended April 26, 2014 under its repurchase program. Repurchased shares normally are retired and treated as authorized but unissued shares.

The remaining availability under the 2010 Stock Repurchase Program was approximately $89.9 million at April 26, 2014.

Dividends
 
The Company has never declared or paid cash dividends on its common stock. However, payment of dividends is within the discretion of, and are payable when declared by, the Company’s Board of Directors. Additionally, payments of dividends are limited by the Company’s Revolving Credit Agreement as described in Note 8, “Restrictions under the Revolving Credit Agreement.”

10. Stock-based Compensation
 
Long-term Stock Incentive Plan
 
The Company is authorized to issue up to 51 million shares of stock-based awards to eligible employees and directors of the Company under its 2010 Stock Incentive Plan, as amended (the “2010 Stock Plan”). The 2010 Stock Plan provides for the granting of either incentive stock options or non-qualified options to purchase shares of common stock, as well as the award of shares of restricted stock and other stock-based awards (including restricted stock units). The 2010 Stock Plan expires on September 19, 2022.
 
As of April 26, 2014, there were approximately 11.0 million shares under the 2010 Stock Plan available for future grants. The Company issues new shares of common stock when stock option awards are exercised.
 

15


ASCENA RETAIL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Impact on Results
 
A summary of the total compensation expense and associated income tax benefit recognized related to stock-based compensation arrangements is as follows:
 
Three Months Ended
 
Nine Months Ended
 
April 26,
2014
 
April 27,
2013
 
April 26,
2014
 
April 27,
2013
 
(millions)
Compensation expense
$
3.9

 
$
6.9

 
$
23.7

 
$
23.2

Income tax benefit
$
(1.5
)
 
$
(2.6
)
 
$
(9.0
)
 
$
(8.7
)
 
Stock Options
 
Stock option awards outstanding under the Company’s current plans have been granted at exercise prices that are equal to or exceed the market value of its common stock on the date of grant. Such options generally vest over a period of four or five years and expire at either seven or ten years after the grant date. The Company recognizes compensation expense ratably over the vesting period, net of estimated forfeitures. The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options granted, which requires the input of both subjective and objective assumptions as follows:
 
Expected Term — The estimate of expected term is based on the historical exercise behavior of grantees, as well as the contractual life of the option grants.
 
Expected Volatility — The expected volatility factor is based on the historical volatility of the Company's common stock for a period equal to the expected term of the stock option.
 
Expected Dividend Yield — The expected dividend yield is based on the Company's historical practice of not paying dividends on its common stock.
 
Risk-free Interest Rate — The risk-free interest rate is determined using the implied yield for a traded zero-coupon U.S. Treasury bond with a term equal to the expected term of the stock option.
 
The Company’s weighted-average assumptions used to estimate the fair value of stock options granted during the periods presented are as follows:
 
Nine Months Ended
 
April 26,
2014
 
April 27,
2013
Expected term (years)
3.9

 
3.9

Expected volatility
40.0
%
 
41.6
%
Expected dividend yield
—
%
 
—
%
Risk-free interest rate
1.5
%
 
0.7
%
Weighted-average grant date fair value
$
7.13

 
$
7.31

 

16


ASCENA RETAIL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

A summary of the stock option activity under all plans during the nine months ended April 26, 2014 is as follows:

 
Number of
Shares
 
Weighted-
Average
Exercise Price
 
Weighted-
Average
Remaining
Contractual
Terms
 
Aggregate
Intrinsic
Value (a)
 
(thousands)
 
 

 
(years)
 
(millions)
Options outstanding – July 27, 2013
12,159.6

 
$
12.24

 
6.4
 
$
81.8

Granted
2,774.7

 
19.91

 
 
 
 

Exercised
(1,642.2
)
 
10.00

 
 
 
 

Cancelled/Forfeited
(403.8
)
 
16.99

 
 
 
 

Options outstanding – April 26, 2014
12,888.3

 
$
14.03

 
5.9
 
$
53.4

 
 
 
 
 
 
 
 
Options vested and expected to vest at April 26, 2014 (b)
12,501.7

 
$
14.46

 
6.0
 
$
53.1

Options exercisable at April 26, 2014
6,828.7

 
$
10.54

 
4.9
 
$
46.0

_______
(a) 
The intrinsic value is the amount by which the market price at the end of the period of the underlying share of stock exceeds the exercise price of the stock option.
(b) 
The number of options expected to vest takes into consideration estimated expected forfeitures.

As of April 26, 2014, there was $30.6 million of total unrecognized compensation cost related to non-vested options, which is expected to be recognized over a remaining weighted-average vesting period of 2.7 years. The total intrinsic value of options exercised during the nine months ended April 26, 2014 was approximately $16.3 million and during the nine months ended April 27, 2013 was approximately $40.4 million. Of these amounts, $2.3 million was recorded during the three months ended April 26, 2014 and $3.7 million was recorded during the three months ended April 27, 2013. The total fair value of options that vested during the nine months ended April 26, 2014 was approximately $13.9 million and during the nine months ended April 27, 2013 was approximately $11.4 million. Of these amounts, $0.3 million was recorded during the three months ended April 26, 2014 and $0.2 million was recorded during the three months ended April 27, 2013.

Restricted Equity Awards
 
The 2010 Stock Plan also allows for the issuance of shares of restricted stock and restricted stock units (“RSUs”). Any shares of restricted stock or RSUs are counted against the shares available for future grant limit as 2.3 shares for every one restricted share or RSU granted. In general, if options are canceled for any reason or expire, the shares covered by such options again become available for grant. If a share of restricted stock or a RSU is forfeited for any reason, 2.3 shares become available for grant.
 
Shares of restricted stock and RSUs are issued with either service-based or performance-based conditions, and some even have market-based conditions (collectively, “Restricted Equity Awards”). Service-based Restricted Equity Awards entitle the holder to receive unrestricted shares of common stock of the Company at the end of a vesting period, subject to the grantee’s continuing employment. Service-based Restricted Equity Awards generally vest over a 4 year period of time.
 
Performance-based or market-based Restricted Equity Awards also entitle the holder to receive shares of common stock of the Company at the end of a vesting period. However, such awards are subject to (a) the grantee’s continuing employment, (b) the Company’s achievement of certain performance goals over a pre-defined performance period and (c) in the case of market-based conditions, the Company’s achievement of certain market-based goals over the pre-defined performance period. Both performance-based and market-based Restricted Equity Awards generally vest at the completion of the performance period.
 
The fair values of both service-based and performance-based Restricted Equity Awards are based on the fair value of the Company’s common stock at the date of grant. However, for market-based Restricted Equity Awards, the effect of the market conditions is reflected in the fair value of the awards on the date of grant using a Monte-Carlo simulation model. A Monte-Carlo simulation model estimates the fair value of the market-based award based on the expected term, risk-free interest rate, expected dividend yield and expected volatility measure for the Company and its peer group.


17


ASCENA RETAIL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Compensation expense for both service-based and performance-based Restricted Equity Awards is recognized over the vesting period based on the grant-date fair values of the awards that are expected to vest based upon the service and performance-based conditions. However, compensation expense for market-based Restricted Equity Awards is recognized over the vesting period regardless of whether the market conditions are expected to be achieved.
 
A summary of Restricted Equity Awards activity during the nine months ended April 26, 2014 is as follows:
 
Service-based
Restricted Equity Awards
 
Performance-based
Restricted Equity Awards
 
Market-based
Restricted Equity Awards
 
Number of
Shares
 
Weighted-
Average
Grant Date
Fair Value
Per Share
 
Number of
Shares
 
Weighted-
Average
Grant Date
Fair Value
Per Share
 
Number of
Shares
 
Weighted-
Average
Grant Date
Fair Value
Per Share
 
(thousands)
 
 
 
(thousands)
 
 
 
(thousands)
 
 

Nonvested at July 27, 2013
1,863.2

 
$
17.77

 
640.1

 
$
15.08

 
189.7

 
$
14.35

Granted
363.5

 
19.83

 
185.1

 
20.06

 
41.3

 
19.46

Vested
(913.1
)
 
18.47

 
(163.1
)
 
12.21

 
(54.4
)
 
10.68

Cancelled/Forfeited
(57.8
)
 
18.59

 
—

 
—

 
—

 
—

Nonvested at April 26, 2014
1,255.8

 
$
17.82

 
662.1

 
$
17.18

 
176.6

 
$
16.68

 
 
Service-based
Restricted Equity Awards
 
Performance-based
Restricted Equity Awards
 
Market-based
Restricted Equity Awards
 
 
 
 
 
 
Total unrecognized compensation at April 26, 2014 (millions)
$
12.2

 
$
4.4

 
$
1.4

Weighted-average years expected to be recognized over (years)
3.3

 
1.9

 
1.6

 
Cash-Settled Long-Term Incentive Plan Awards
 
In October 2012, the Compensation Committee of the Board of Directors approved certain modifications to a portion of the Company’s outstanding, performance-based stock-settled awards. In particular, an aggregate of approximately 0.6 million performance and market-based, stock-settled awards held by 44 employees were canceled in exchange for grants of a corresponding amount of new awards that will be settled in cash (collectively, the “Cash-Settled LTIP Awards”). Other than the terms of settlement, the Cash-Settled LTIP Awards have identical restrictions and rights as the prior awards (as discussed further below). As a result of those modifications, the Company recognized a $1.7 million, one-time charge during the first quarter of Fiscal 2013.
 
The Cash-Settled LTIP Awards entitle the holder to a cash payment equal to the value of the number of shares of the Company’s common stock earned at the end of a three-year-performance period and are subject to (a) the grantee’s continuing employment and (b) the Company’s achievement of certain performance goals over that three-year-performance period. Compensation expense for the Cash-Settled LTIP Awards is recognized over the related vesting periods based on the expected performance of the plan and changes in the Company’s stock price over time.

A summary of Cash-Settled Long-Term Incentive Plan Awards activity during the nine months ended April 26, 2014 is as follows:
 
Cash-Settled Long-
Term Incentive Plan
Awards
 
Number of Shares
 
(thousands)
Nonvested at July 27, 2013
855.4

Granted
391.1

Vested
(287.5
)
Cancelled/Forfeited
(80.2
)
Nonvested at April 26, 2014
878.8

 

18


ASCENA RETAIL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

As of April 26, 2014, there was $7.4 million of total unrecognized compensation cost related to Cash-Settled LTIP Awards, which is expected to be recognized over a remaining weighted-average vesting period of 2.0 years. As of April 26, 2014, the liability for cash-settled LTIP awards was $4.5 million, of which $1.8 million was classified within Accrued expenses and other current liabilities and $2.7 million was classified within Other non-current liabilities in the accompanying consolidated balance sheets.
 
11. Commitments and Contingencies
 
The Company is a defendant in lawsuits and other adversarial proceedings arising in the ordinary course of business. Legal costs incurred in connection with the resolution of claims and lawsuits are generally expensed as incurred, and the Company establishes reserves for the outcome of litigation where it deems it appropriate to do so under applicable accounting rules. Moreover, the Company's assessment of the current exposure could change in the event of the discovery of additional facts with respect to legal matters pending against the Company or determinations by judges, juries, administrative agencies or other finders of fact that are not in accordance with the Company's evaluation of a particular claim. The results of these lawsuits, claims and proceedings cannot be predicted with certainty. However, the Company believes that the ultimate resolution of these matters will not have a material effect on the Company’s consolidated financial statements.
 
12. Segment Information
 
The Company’s segment reporting structure reflects a brand-focused approach, designed to optimize the operational coordination and resource allocation of its businesses across multiple functional areas including specialty retail, e-commerce and licensing. The five reportable segments described below represent the Company’s brand-based activities for which separate financial information is available and utilized on a regular basis by the Company’s executive team to evaluate performance and allocate resources. In identifying reportable segments and disclosure of product offerings, the Company considers economic characteristics, as well as products, customers, sales growth potential and long-term profitability. As such, the Company reports its operations in five reportable segments as follows:
 
•
Justice segment – consists of the specialty retail, outlet, e-commerce and licensing operations of the Justice brand, as well as the specialty retail and e-commerce operations of the Brothers brand.
•
Lane Bryant segment – consists of the specialty retail, outlet and e-commerce operations of the Lane Bryant and Cacique brands.
•
maurices segment – consists of the specialty retail, outlet and e-commerce operations of the maurices brand.
•
dressbarn segment – consists of the specialty retail, outlet and e-commerce operations of the dressbarn brand.
•
Catherines segment - consists of the specialty retail, outlet and e-commerce operations of the Catherines brand.

The accounting policies of the Company’s reporting segments are consistent with those described in Notes 3 and 4 to the Company’s consolidated financial statements included in the Fiscal 2013 10-K. All intercompany revenues are eliminated in consolidation. Corporate overhead expenses are allocated to the segments based upon specific usage or other reasonable allocation methods.
 

19


ASCENA RETAIL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Net sales, operating income (loss) and depreciation and amortization expense for each segment are as follows:
 
Three Months Ended
 
Nine Months Ended
 
April 26,
2014
 
April 27,
2013
 
April 26,
2014
 
April 27,
2013
 
 
 
(millions)
 
 
Net sales:
 

 
 

 
 

 
 

Justice
$
291.7

 
$
298.0

 
$
1,098.2

 
$
1,098.2

Lane Bryant
269.3

 
267.2

 
795.7

 
756.4

maurices
251.7

 
235.7

 
744.3

 
701.0

dressbarn
246.7

 
257.3

 
728.7

 
730.7

Catherines
85.7

 
84.0

 
241.3

 
230.9

Total net sales
$
1,145.1

 
$
1,142.2

 
$
3,608.2

 
$
3,517.2

 
 
 
 
 
 
 
 
Operating income (loss):
 

 
 

 
 

 
 

Justice
$
14.2

 
$
20.8

 
$
114.3

 
$
168.1

Lane Bryant
5.4

 
4.8

 
(1.9
)
 
(27.7
)
maurices
33.4

 
35.0

 
85.2

 
92.3

dressbarn
3.7

 
6.5

 
(1.5
)
 
(9.7
)
Catherines
9.7

 
5.6

 
17.1

 
4.1

Unallocated acquisition-related, integration and restructuring costs
(12.7
)
 
(6.9
)
 
(24.9
)
 
(20.1
)
Total operating income
$
53.7

 
$
65.8

 
$
188.3

 
$
207.0

 
 
 
 
 
 
 
 
Depreciation and amortization expense:
 

 
 

 
 

 
 

Justice
$
15.5

 
$
12.8

 
$
45.2

 
$
37.8

Lane Bryant
10.3

 
9.4

 
32.9

 
30.0

maurices
10.4

 
8.5

 
28.7

 
22.4

dressbarn
10.7

 
12.6

 
29.1

 
28.4

Catherines
1.7

 
1.3

 
5.1

 
3.9

Total depreciation and amortization expense
$
48.6

 
$
44.6

 
$
141.0

 
$
122.5



13. Additional Financial Information
 
Nine Months Ended
Cash Interest and Taxes:  
April 26,
2014
 
April 27,
2013
 
(millions)
Cash paid for interest
$
3.5

 
$
12.3

Cash paid for income taxes
$
40.2

 
$
16.7


Non-cash Transactions
  
Significant non-cash investing activities included the capitalization of fixed assets and recognition of related obligations in the net amount of $52.2 million for the nine months ended April 26, 2014 and $22.0 million for the nine months ended April 27, 2013.
 
There were no other significant non-cash investing or financing activities for the nine months ended April 26, 2014 or April 27, 2013.

20


Item 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Forward-Looking Statements
 
Various statements in this Form 10-Q, in future filings by us with the Securities and Exchange Commission (the "SEC"), in our press releases and in oral statements made from time to time by us or on our behalf constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations and are indicated by words or phrases such as "anticipate," "estimate," "expect," "project," "we believe," "is or remains optimistic," "currently envisions" and similar words or phrases and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from the future results, performance or achievements expressed in or implied by such forward-looking statements.
 
These forward-looking statements are based largely on our expectations and judgments and are subject to a number of risks and uncertainties, many of which are unforeseeable and beyond our control. A detailed discussion of significant risk factors that have the potential to cause our actual results to differ materially from our expectations is included in our Annual Report on Form 10-K for the fiscal year ended July 27, 2013 (the "Fiscal 2013 10-K"). There are no material changes to such risk factors, nor are there any identifiable previously undisclosed risks as set forth in Part II, Item 1A — "Risk Factors" of this Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

INTRODUCTION
 
Management discussion and analysis of financial condition and results of operations (“MD&A”) is provided as a supplement to the accompanying unaudited interim consolidated financial statements and footnotes to help provide an understanding of our financial condition and liquidity, changes in financial condition and results of our operations. MD&A is organized as follows:
•
Overview. This section provides a general description of our business and a summary of financial performance for the three-month and nine-month periods ended April 26, 2014. In addition, this section includes a discussion of recent developments and transactions affecting comparability that we believe are important in understanding our results of operations and financial condition, and in anticipating future trends.
•
Results of operations. This section provides an analysis of our results of operations for the three-month and nine-month periods ended April 26, 2014 and April 27, 2013.
•
Financial condition and liquidity. This section provides an analysis of our cash flows for the nine-month periods ended April 26, 2014 and April 27, 2013, as well as a discussion of our financial condition and liquidity as of April 26, 2014. The discussion of our financial condition and liquidity includes (i) our available financial capacity under our credit facility, (ii) a summary of our key debt compliance measures, (iii) anticipated capital expenditures, and (iv) any material changes in financial condition and commitments since the end of Fiscal 2013 (as defined below).
•
Market risk management. This section discusses any significant changes in our risk exposures related to interest rates, foreign currency exchange rates and our investments, as well as the underlying market conditions since the end of Fiscal 2013.
•
Critical accounting policies. This section discusses any significant changes in our accounting policies since the end of Fiscal 2013. Significant changes include those considered to be important to our financial condition and results of operations, which require significant judgment and estimation on the part of management in their application. In addition, all of our significant accounting policies, including our critical accounting policies, are summarized in Notes 3 and 4 to our audited consolidated financial statements included in our Fiscal 2013 10-K.
•
Recently issued accounting pronouncements. This section notes that we have assessed the potential impact to our reported financial condition and results of operations of accounting standards that have been recently issued.
 

21


ASCENA RETAIL GROUP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS – (Continued)


In this Form 10-Q, references to "Ascena," "ourselves," "we," "our," "us" and the "Company" refer to Ascena Retail Group, Inc. and its subsidiaries, unless the context indicates otherwise. We utilize a 52-53 week fiscal year ending on the last Saturday in July. As such, fiscal year 2014 will end on July 26, 2014 and will be a 52-week period (“Fiscal 2014”). Fiscal 2013 ended on July 27, 2013 and reflected a 52-week period (“Fiscal 2013”). The third quarter of Fiscal 2014 ended on April 26, 2014 and was a 13-week period. The third quarter of Fiscal 2013 ended on April 27, 2013 and was also a 13-week period.

OVERVIEW
 
Our Business
 
The Company operates, through its 100% owned subsidiaries, the following principal retail brands: Justice, Lane Bryant, maurices, dressbarn and Catherines. The Company operates approximately 3,900 stores throughout the United States, Puerto Rico and Canada, with annual revenues of over $4.7 billion for the fiscal year ended July 27, 2013.
 
We classify our businesses into five segments following a brand-oriented approach: Justice, Lane Bryant, maurices, dressbarn, and Catherines. The Justice segment includes approximately 998 specialty retail and outlet stores, e-commerce operations, and certain licensed franchises in international territories. The Justice brand offers fashionable apparel to girls who are ages 7 to 14 in an environment designed to match the energetic lifestyle of tween girls, and fashionable apparel to boys who are ages 7 to 14 under the Brothers brand. The Lane Bryant segment includes approximately 770 specialty retail and outlet stores, and e-commerce operations. The Lane Bryant brand offers fashionable and sophisticated plus-size apparel under multiple private labels to female customers in the 25 to 45 age range. The maurices segment includes approximately 907 specialty retail and outlet stores, and e-commerce operations. The maurices brand offers up-to-date fashion designed to appeal to the 17 to 34 year-old female, with stores concentrated in small markets (approximately 25,000 to 100,000 people). The dressbarn segment includes approximately 831 specialty retail and outlet stores, and e-commerce operations. The dressbarn brand primarily attracts female consumers in the mid-30’s to mid-50’s age range and offers moderate-to-better quality career, special occasion and casual fashion to the working woman. The Catherines segment includes approximately 389 specialty retail and outlet stores, and e-commerce operations. The Catherines brand offers classic apparel and accessories for wear-to-work and casual lifestyles in a full range of plus sizes, generally catering to the female customer 45 years and older.
 
Seasonality of Business
 
Our business is typically affected by seasonal sales trends primarily resulting from the timing of holiday and back-to-school shopping periods.  In particular, sales at Justice tend to be significantly higher during the fall season which occurs during the first and second quarters of our fiscal year, as this includes the back-to-school period and the December holiday season that is focused on gift-giving merchandise.  The maurices brand experiences peak sales during the December holiday season as well as during the early spring which includes the Easter holiday season. The dressbarn brand has historically experienced higher sales in the spring, which includes the Easter and Mother’s Day holidays. The Lane Bryant and Catherines brands typically experience peak sales during the Easter, Mother’s Day and December holiday seasons.  Lane Bryant’s peak sales around Mother’s Day typically extend through Memorial Day and into the early summer. In addition, our results of operations and cash flows may fluctuate materially in any quarterly period depending on, among other things, adverse weather conditions, shifts in the timing of certain holidays and changes in merchandise mix.
 
Basis of Presentation
 
Discontinued Operations
 
Contemporaneously with the closing of the acquisition of Charming Shoppes, Inc. (the “Charming Shoppes Acquisition”), the Company announced its intent to cease operating the acquired Fashion Bug business and its intent to sell the acquired Figi’s business. The Fashion Bug business ceased operations in February 2013. Additionally, in August 2013, the Company entered into an agreement to sell the principal net assets of the Figi’s business (the “Figi’s Sale”). The Figi’s Sale closed during the first quarter of Fiscal 2014. Accordingly, these businesses have been classified as a component of discontinued operations within the accompanying unaudited consolidated financial statements of the Company.

 

22


ASCENA RETAIL GROUP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS – (Continued)


Summary of Financial Performance
 
General Economic Conditions
 
Our performance is subject to macroeconomic conditions and their impact on levels of consumer spending. Some of the factors negatively impacting discretionary consumer spending include general economic conditions, high unemployment, increased taxation, high consumer debt, reductions in net worth based on severe market declines (such as in residential real estate markets), higher fuel, energy and other prices, increasing interest rates, severe weather conditions and low consumer confidence. In addition, any significant volatility in our financial markets, as has been experienced in the past, could also negatively impact the levels of future discretionary consumer spending.
 
Such macroeconomic and other factors could continue to have a negative effect on consumer spending in the U.S., which in turn, could have a material effect on our business, results of operations, financial condition and cash flows. In this regard, the unseasonably cold and stormy winter weather conditions experienced in much of the country negatively impacted brick-and-mortar traffic during the third quarter. We saw improving trends in April, due in part to the shift in the timing of the Easter holiday from March to April. Since then, customer traffic and consumer spending patterns remain challenging. We will continue to monitor the spending patterns of consumers at each of our brands and adjust, as necessary, our operating strategies to mitigate the impact on our operating results. 

Operating Results
 
Three Months Ended April 26, 2014 compared to Three Months Ended April 27, 2013
 
For the three months ended April 26, 2014, we reported net sales of $1.145 billion, income from continuing operations of $35.6 million and net income from continuing operations per diluted share of $0.22. This compares to net sales of $1.142 billion, income from continuing operations of $32.9 million and net income from continuing operations per diluted share of $0.20 for the three months ended April 27, 2013. Including a loss from discontinued operations of $2.4 million, or $0.02 per diluted share, net income was $33.2 million for the three months ended April 26, 2014 and net income per diluted share was $0.20. This compares to a loss from discontinued operations of $1.7 million, or $0.01 per diluted share, and net income of $31.2 million, or $0.19 per diluted share for the three months ended April 27, 2013.
 
Our operating performance for the third quarter of Fiscal 2014 reflected a 0.3% increase in net sales. The slight increase resulted from new store growth at our Justice and maurices brands and higher combined store and e-commerce comparable sales at our Lane Bryant, maurices and Catherines brands which were offset by lower combined store and e-commerce comparable sales at our Justice and dressbarn brands. Our gross margin rate increased by 130 basis points to 58.9%, primarily due to stronger margins at Lane Bryant, maurices, dressbarn and Catherines, which more than offset lower margins at Justice.
 
Operating income decreased $12.1 million, or 18.4%, to $53.7 million for the three months ended April 26, 2014. Operating income as a percentage of net sales decreased 110 basis points, to 4.7% in the third quarter of Fiscal 2014 from 5.8% in the third quarter of Fiscal 2013. The decrease primarily reflected an overall increase in gross margin, which was more than offset by increases in Buying, distribution and occupancy costs, Selling, general and administrative expenses ("SG&A expenses"), Acquisition-related, integration and restructuring costs and depreciation expense.
 
The provision for income taxes from continuing operations decreased by $6.5 million, or 29.3%, to $15.7 million for the three months ended April 26, 2014. The effective tax rate decreased 970 basis points to 30.6% for the three months ended April 26, 2014 from 40.3% for the three months ended April 27, 2013. The decrease in the effective tax rate was primarily the result of a revised full year earnings estimate and an increase in the Company’s indefinitely reinvested current year earnings.

Net income increased by $2.0 million, or 6.4%, to $33.2 million for the three months ended April 26, 2014 primarily due to higher income from continuing operations. Income from continuing operations increased $2.7 million, or 8.2%, primarily due to the absence of the loss on extinguishment of debt, a decrease in the provision for income taxes and lower interest expense, which more than offset the lower level of operating income during the third quarter of Fiscal 2014. Discontinued operations generated losses of $2.4 million and $1.7 million for the three months ended April 26, 2014 and April 27, 2013, respectively.


23


ASCENA RETAIL GROUP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS – (Continued)


Net income per diluted common share increased by $0.01, or 5.3%, to $0.20 per share for the three months ended April 26, 2014 from $0.19 per share for the three months ended April 27, 2013. The increase was mainly due to a higher level of net income from continuing operations, offset in part by the increases in the weighted-average diluted common shares outstanding and the loss from discontinued operations.

Nine Months Ended April 26, 2014 compared to Nine Months Ended April 27, 2013
 
For the nine months ended April 26, 2014, we reported net sales of $3.608 billion, income from continuing operations of $122.3 million and net income from continuing operations per diluted share of $0.74. This compares to net sales of $3.517 billion, income from continuing operations of $116.9 million and net income from continuing operations per diluted share of $0.72 for the nine months ended April 27, 2013. Including a loss from discontinued operations of $4.6 million, or $0.03 per diluted share, net income was $117.7 million for the nine months ended April 26, 2014 and net income per diluted share was $0.71. This compares to income from discontinued operations of $4.6 million, or $0.03 per diluted share, and net income of $121.5 million, or $0.75 per diluted share for the nine months ended April 27, 2013.
 
Our operating performance for the nine months ended April 26, 2014 reflected a 2.6% increase in net sales. The increase was primarily due to higher combined store and e-commerce comparable sales at our Lane Bryant, maurices and Catherines brands and new store growth at our Justice and maurices brands, offset in part by lower combined store and e-commerce comparable sales of our Justice and dressbarn brands. Our gross margin rate increased by 130 basis points to 57.5% for the nine months ended April 26, 2014, which reflected the absence in Fiscal 2014 of approximately $20 million of one-time, non-cash inventory expenses associated with the Charming Shoppes Acquisition purchase accounting write-up of inventory to fair market value as of the acquisition date, which was recognized as expense during the nine months ended April 27, 2013. Excluding the impact of the purchase accounting adjustments, our gross margin rate increased by 70 basis points, primarily due to stronger margins at Lane Bryant, maurices, dressbarn and Catherines, which more than offset lower margins at Justice.
 
Operating income decreased $18.7 million, or 9.0%, to $188.3 million for the nine months ended April 26, 2014. Operating income as a percentage of net sales decreased 70 basis points, to 5.2% for the nine months ended April 26, 2014. Excluding the impact of the purchase accounting adjustments discussed above, operating income as a percentage of net sales decreased by 120 basis points. The decrease primarily reflected an overall increase in gross margin, which was more than offset by increases in Buying, distribution and occupancy costs, SG&A expenses and depreciation expense.
 
The provision for income taxes from continuing operations decreased by $8.9 million, or 12.9%, to $60.0 million for the nine months ended April 26, 2014. The effective tax rate decreased 420 basis points to 32.9% for the nine months ended April 26, 2014 from 37.1% for the nine months ended April 27, 2013. The decrease in the effective tax rate was primarily due to an increase in the Company’s indefinitely reinvested current year earnings and lower non-tax deductible expenses, offset in part by lower tax benefits relating to the accounting for discrete items in Fiscal 2014.

Net income decreased by $3.8 million, or 3.1%, to $117.7 million for the nine months ended April 26, 2014. The decrease was mainly due to the results from discontinued operations, which generated a loss of $4.6 million for the nine months ended April 26, 2014 compared to income of $4.6 million for the nine months ended April 27, 2013. Income from continuing operations increased $5.4 million, or 4.6%, primarily due to the absence of the loss on extinguishment of debt, a decrease in the provision for income taxes and lower interest expense, which more than offset the lower level of operating income.
 
Net income per diluted common share decreased by $0.04, or 5.3%, to $0.71 per share for the nine months ended April 26, 2014 from $0.75 per share for the nine months ended April 27, 2013. The decrease was due to the results from discontinued operations and an increase in the weighted-average diluted common shares outstanding, offset in part by a higher level of net income from continuing operations.

Financial Condition and Liquidity
 
We ended the third quarter of Fiscal 2014 in a net debt position (total cash and cash equivalents, plus short-term investments, less total debt) of $8.2 million, compared to a net cash and investments position of $53.8 million as of the end of Fiscal 2013.
 

24


ASCENA RETAIL GROUP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS – (Continued)


The decrease in our net (debt) cash and investments position as of April 26, 2014 as compared to July 27, 2013 was primarily due to our use of available cash and additional Revolving Credit Agreement borrowings to support our capital expenditures (as discussed below under “Capital Spending”), partially offset by our operating cash flows. Our equity increased to $1.714 billion as of April 26, 2014, compared to $1.556 billion as of July 27, 2013, primarily due to our net income and the effect on equity of stock-based compensation for the nine months ended April 26, 2014.

We generated $243.5 million of cash from operations during the nine months ended April 26, 2014, compared to $333.2 million during the nine months ended April 27, 2013. During the nine months ended April 26, 2014, we used $368.9 million for capital expenditures, primarily associated with our retail store expansion and investments in our facilities and technological infrastructure, generated $42.2 million from the sale of assets and generated $89.4 million from net borrowings under the revolving credit agreement.
 
Transactions Affecting Comparability of Results of Operations and Financial Condition
 
The comparability of the Company's operating results for the three-month and nine-month periods ended April 26, 2014 and April 27, 2013 presented herein has been affected by certain transactions, including:
 
•
Certain acquisition-related, integration and restructuring costs, as more fully described in the “Capital Spending” section below;
•
Accelerated depreciation of fixed assets related to our integration initiatives;
•
Certain non-recurring purchase accounting costs related to the Charming Shoppes Acquisition recorded in Fiscal 2013; and
•
Certain losses on the extinguishment of debt in Fiscal 2013.

A summary of the effect of certain of these items on pretax income for each applicable period presented is noted below:
 
Three Months Ended
 
Nine Months Ended
 
April 26,
2014
 
April 27,
2013
 
April 26,
2014
 
April 27,
2013
 
(millions)
Acquisition-related, integration and restructuring costs
$
(12.7
)
 
$
(6.9
)
 
$
(24.9
)
 
$
(20.1
)
Accelerated depreciation associated with the Company’s supply chain and technological integration efforts
(1.7
)
 
—

 
(7.7
)
 
—

One-time, non-cash inventory expense associated with the purchase accounting write-up of inventory to fair market value
—

 
—

 
—

 
(19.9
)
Loss on extinguishment of debt (see Note 8)
—

 
(7.9
)
 
—

 
(9.3
)
Total
$
(14.4
)
 
$
(14.8
)
 
$
(32.6
)
 
$
(49.3
)
 
The following discussion of results of operations highlights, as necessary, the significant changes in operating results arising from these items and transactions. However, unusual items or transactions may occur in any period. Accordingly, investors and other financial statement users should individually consider the types of events and transactions that have affected our operating trends.



25


ASCENA RETAIL GROUP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS – (Continued)


RESULTS OF OPERATIONS
 
Our segment reporting structure reflects a brand-focused approach, designed to optimize the operational coordination and resource allocation of our businesses across multiple functional areas, including specialty retail, e-commerce and licensing. The five reportable segments described below represent our brand-based activities for which separate financial information is available and utilized on a regular basis by our executive team to evaluate performance and allocate resources. In identifying our reportable segments and disclosure of product offerings, we consider economic characteristics, as well as products, customers, sales growth potential and long-term profitability. As such, we report our operations in five reportable segments as follows:

•
Justice segment – consists of the specialty retail, outlet, e-commerce and licensing operations of the Justice brand, as well as the specialty retail and e-commerce operations of the Brothers brand.
•
Lane Bryant segment – consists of the specialty retail, outlet and e-commerce operations of the Lane Bryant and Cacique brands.
•
maurices segment – consists of the specialty retail, outlet and e-commerce operations of the maurices brand.
•
dressbarn segment – consists of the specialty retail, outlet and e-commerce operations of the dressbarn brand.
•
Catherines segment - consists of the specialty retail, outlet and e-commerce operations of the Catherines brand.

26


ASCENA RETAIL GROUP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS – (Continued)


Three Months Ended April 26, 2014 compared to Three Months Ended April 27, 2013
 
The following table summarizes our results of operations and expresses the percentage relationship to net sales of certain financial statement captions:
 
Three Months Ended
 
 
 
April 26,
2014
 
April 27,
2013
 
$ Change
 
% Change
 
(millions, except per share data)
 
 
 
 

Net sales
$
1,145.1

 
$
1,142.2

 
$
2.9

 
0.3
 %
 
 
 
 
 
 
 
 
Cost of goods sold
(470.1
)
 
(484.4
)
 
14.3

 
(3.0
)%
Cost of goods sold as % of net sales
41.1
%
 
42.4
%
 
 

 
 

Gross margin
675.0

 
657.8

 
17.2

 
2.6
 %
Gross margin as % of net sales
58.9
%
 
57.6
%
 
 

 
 

Other costs and expenses:
 

 
 

 
 

 
 

Buying, distribution and occupancy costs
(219.6
)
 
(208.1
)
 
(11.5
)
 
5.5
 %
Buying, distribution and occupancy costs as % of net sales
19.2
%
 
18.2
%
 
 

 
 

Selling, general and administrative expenses
(340.4
)
 
(332.4
)
 
(8.0
)
 
2.4
 %
SG&A expenses as % of net sales
29.7
%
 
29.1
%
 
 

 
 

Acquisition-related, integration and restructuring costs
(12.7
)
 
(6.9
)
 
(5.8
)
 
84.1
 %
Depreciation and amortization expense
(48.6
)
 
(44.6
)
 
(4.0
)
 
9.0
 %
Total other costs and expenses
(621.3
)
 
(592.0
)
 
(29.3
)
 
4.9
 %
Operating income
53.7

 
65.8

 
(12.1
)
 
(18.4
)%
Operating income as % of net sales
4.7
%
 
5.8
%
 
 

 
 

Interest expense
(1.7
)
 
(2.9
)
 
1.2

 
(41.4
)%
Interest and other (expense) income, net
(0.7
)
 
0.1

 
(0.8
)
 
(800.0
)%
Loss on extinguishment of debt
—

 
(7.9
)
 
7.9

 
(100.0
)%
Income from continuing operations before provision for income taxes
51.3

 
55.1

 
(3.8
)
 
(6.9
)%
Provision for income taxes from continuing operations
(15.7
)
 
(22.2
)
 
6.5

 
(29.3
)%
Effective tax rate(a)
30.6
%
 
40.3
%
 
 

 
 

Income from continuing operations
35.6

 
32.9

 
2.7

 
8.2
 %
Loss from discontinued operations, net of taxes (b)
(2.4
)
 
(1.7
)
 
(0.7
)
 
41.2
 %
Net income
$
33.2

 
$
31.2

 
$
2.0

 
6.4
 %
 
 
 
 
 
 
 
 
Net income per common share - basic:
 

 
 

 
 

 
 

Continuing operations
$
0.22

 
$
0.21

 
$
0.01

 
4.8
 %
Discontinued operations
(0.02
)
 
(0.01
)
 
(0.01
)
 
100.0
 %
Total net income per basic common share
$
0.20

 
$
0.20

 
$
—

 
—
 %
 
 
 
 
 
 
 
 
Net income per common share - diluted:
 

 
 

 
 

 
 

Continuing operations
$
0.22

 
$
0.20

 
$
0.02

 
10.0
 %
Discontinued operations
(0.02
)
 
(0.01
)
 
(0.01
)
 
100.0
 %
Total net income per diluted common share
$
0.20

 
$
0.19

 
$
0.01

 
5.3
 %
____________

(a) 
Effective tax rate is calculated by dividing the provision for income taxes by income from continuing operations before provision for income taxes.
(b) 
Loss from discontinued operations is presented net of a $0.1 million and $1.2 million income tax benefit for the three months ended April 26, 2014 and April 27, 2013, respectively.


27


ASCENA RETAIL GROUP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS – (Continued)


Net Sales. Net sales increased by $2.9 million, or 0.3%, to $1.145 billion for the three months ended April 26, 2014 from $1.142 billion for the three months ended April 27, 2013. The slight increase resulted from new store growth at our Justice and maurices brands and higher combined store and e-commerce comparable sales at our Lane Bryant, maurices and Catherines brands which were mostly offset by lower combined store and e-commerce comparable sales at our Justice and dressbarn brands. The Company believes our e-commerce operations are interdependent with our brick-and-mortar store sales and, as such, we believe that reporting combined store and e-commerce comparable sales on a brand-by-brand basis, as discussed below, is a more appropriate presentation. On a consolidated basis, comparable store sales decreased by $27.5 million, or 3%, to $910.9 million during the third quarter of Fiscal 2014 from $938.4 million during the third quarter of Fiscal 2013. Also on a consolidated basis, E-commerce sales increased by $18.5 million, or 19%, to $117.1 million during the third quarter of Fiscal 2014 from $98.6 million during the third quarter of Fiscal 2013.
 
Net sales data for our five business segments is presented below.
 
Three Months Ended
 
 
 
April 26,
2014
 
April 27,
2013
 
$ Change
 
% Change
 
(millions)
 
(millions)
 
 

Net sales:
 

 
 

 
 

 
 

Justice
$
291.7

 
$
298.0

 
$
(6.3
)
 
(2.1
)%
Lane Bryant
269.3

 
267.2

 
2.1

 
0.8
 %
maurices
251.7

 
235.7

 
16.0

 
6.8
 %
dressbarn
246.7

 
257.3

 
(10.6
)
 
(4.1
)%
Catherines
85.7

 
84.0

 
1.7

 
2.0
 %
Total net sales
$
1,145.1

 
$
1,142.2

 
$
2.9

 
0.3
 %
 
 
 
 
 
 
 
 
Comparable store sales (a)
 

 
 

 
 

 
(3
)%
E-commerce comparable sales
 

 
 

 
 

 
19
 %
Combined store and e-commerce comparable sales
 

 
 

 
 

 
(1
)%
_________________________
(a) Comparable store sales generally refers to the growth of sales in only stores open in both the current period and comparative period in the prior year (including stores relocated within the same shopping center and stores with minor square footage additions). The determination of which stores are included in the comparable store sales calculation normally changes at the beginning of each fiscal year, except for stores that close during the fiscal year, which are excluded from comparable store sales beginning with the fiscal month the store actually closes.
 
Justice net sales. The net decrease primarily reflects:
 
•
a decrease of $11.0 million, or 4%, in combined store and e-commerce comparable sales during the three months ended April 26, 2014;
•
a $6.5 million increase in non-comparable stores sales, primarily driven by an increase related to 37 net new store openings during the last twelve months; and
•
a $1.8 million decrease in wholesale, licensing operations and other revenues.

Lane Bryant net sales. The net increase primarily reflects:
 
•
an increase of $2.9 million, or 1%, in combined store and e-commerce comparable sales during the three months ended April 26, 2014;
•
a decrease of $1.4 million in non-comparable stores sales, as the positive effect of 39 new stores openings was offset by 57 stores closings during the last twelve months; and
•
a $0.6 million increase in other revenues.


28


ASCENA RETAIL GROUP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS – (Continued)


maurices net sales. The net increase primarily reflects:
 
•
an increase of $5.0 million, or 2%, in combined store and e-commerce comparable sales during the three months ended April 26, 2014;
•
a $11.2 million increase in non-comparable stores sales, primarily driven by an increase related to 45 net new store openings during the last twelve months; and
•
a $0.2 million decrease in other revenues.
 
dressbarn net sales. The net decrease primarily reflects:
 
•
a decrease of $9.1 million, or 4%, in combined store and e-commerce comparable sales during the three months ended April 26, 2014;
•
a $0.4 million increase in non-comparable stores sales, as the positive effect of 38 new store openings was only offset in part by 40 store closings during the last twelve months; and
•
a $1.9 million decrease in other revenues.

Catherines net sales. The net increase primarily reflects:
 
•
an increase of $3.2 million, or 4%, in combined store and e-commerce comparable sales during the three months ended April 26, 2014;
•
a $1.8 million decrease in non-comparable stores sales, primarily driven by a decrease related to 13 store closings during the last twelve months; and
•
a $0.3 million increase in other revenues.

Gross Margin. Gross margin, which represents the difference between net sales and cost of goods sold, expressed as a percentage of net sales, increased by 130 basis points to 58.9% for the three months ended April 26, 2014 from 57.6% for the three months ended April 27, 2013. Our gross margin rate increased, primarily due to stronger margins at Lane Bryant, maurices, dressbarn and Catherines, which more than offset lower margins at Justice.
 
Gross margin as a percentage of net sales is dependent upon a variety of factors, including changes in the relative sales mix among brands, changes in the mix of products sold, the timing and level of promotional activities, and fluctuations in material costs. These factors, among others, may cause cost of goods sold as a percentage of net revenues to fluctuate from period to period.
 
Buying, Distribution and Occupancy costs. Buying, distribution and occupancy costs consist of store occupancy and utility costs (excluding depreciation), out-bound freight and all costs associated with the buying and distribution functions.
 
Buying, distribution and occupancy costs increased by $11.5 million, or 5.5%, to $219.6 million for the three months ended April 26, 2014 from $208.1 million for the three months ended April 27, 2013. Buying, distribution and occupancy costs as a percentage of net sales increased by 100 basis points to 19.2% for the three months ended April 26, 2014 from 18.2% for the three months ended April 27, 2013. The increase in Buying, distribution and occupancy costs was mainly a result of increases in buying-related costs primarily related to an investment in the design function, store occupancy costs primarily related to the new store growth and higher distribution expenses related to the increased sales volume.
 
Selling, General and Administrative Expenses. SG&A expenses consist of compensation and benefit-related costs for sales and store operations personnel, administrative personnel and other employees not associated with the functions described above under Buying, distribution and occupancy costs. SG&A expenses also include advertising and marketing costs, information technology and communication costs, supplies for our stores and administrative facilities, insurance costs, legal costs and costs related to other administrative services.
 
SG&A expenses increased by $8.0 million, or 2.4%, to $340.4 million for the three months ended April 26, 2014 from $332.4 million for the three months ended April 27, 2013. SG&A expenses as a percentage of net sales increased by 60 basis points to 29.7% in the third quarter of Fiscal 2014 from 29.1% in the third quarter of Fiscal 2013. SG&A expenses increased primarily due to store-related payroll costs and other store expenses resulting from the new store growth, increased selling costs related to e-commerce growth and higher marketing costs which offset the cost-savings achieved by the on-going reduction of the duplicative

29


ASCENA RETAIL GROUP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS – (Continued)


overhead structure acquired in the Charming Shoppes Acquisition. This reduction is expected to continue over the next couple of years.
 
Depreciation and Amortization Expense. Depreciation and amortization expense increased by $4.0 million, or 9.0%, to $48.6 million for the three months ended April 26, 2014 from $44.6 million for the three months ended April 27, 2013. The increase was primarily due to higher capital expenditures, which mainly resulted from the new store openings during the last twelve months, our expanded distribution center in Ohio becoming fully operational and the relocation of our corporate office space to Mahwah, New Jersey. Also contributing to the increase was accelerated depreciation of existing assets whose useful lives were shortened as a result of the Company’s supply chain and technological integration efforts.
 
Operating Income. Operating income decreased $12.1 million, or 18.4%, to $53.7 million for the three months ended April 26, 2014 from $65.8 million for the three months ended April 27, 2013. Operating income as a percentage of net sales decreased 110 basis points, to 4.7% in the third quarter of Fiscal 2014 from 5.8% in the third quarter of Fiscal 2013. The decrease primarily reflected an overall increase in gross margin, as discussed on a brand-by-brand basis below, which was more than offset by increases in Buying, distribution and occupancy costs, SG&A expenses, Acquisition-related, integration and restructuring costs and depreciation expense.
 
Operating income data for our five business segments is presented below.
 
Three Months Ended
 
 
 
April 26,
2014
 
April 27,
2013
 
$ Change
 
% Change
 
(millions)
 
(millions)
 
 
Operating income:
 

 
 

 
 

 
 

Justice
$
14.2

 
$
20.8

 
$
(6.6
)
 
(31.7
)%
Lane Bryant
5.4

 
4.8

 
0.6

 
12.5
 %
maurices
33.4

 
35.0

 
(1.6
)
 
(4.6
)%
dressbarn
3.7

 
6.5

 
(2.8
)
 
(43.1
)%
Catherines
9.7

 
5.6

 
4.1

 
73.2
 %
Unallocated acquisition-related, integration and restructuring costs
(12.7
)
 
(6.9
)
 
(5.8
)
 
84.1
 %
Total operating income
$
53.7

 
$
65.8

 
$
(12.1
)
 
(18.4
)%
 
Justice operating income decreased by $6.6 million primarily as a result of a decrease in sales and gross margin rates and an increase in depreciation expense, offset in part by lower SG&A expenses. The lower gross margin rate was mainly attributable to higher promotional markdowns, which resulted from increased promotional activity required to sell through fall merchandise. The decrease in SG&A expenses was mainly attributable to a decrease in administrative payroll costs related to the less-than-planned operating results. The increase in depreciation expense resulted from the new store growth and accelerated depreciation as a result of the Company’s supply chain integration efforts.
 
Lane Bryant operating income increased by $0.6 million primarily as a result of an increase in sales and higher gross margin rates, mostly offset by increases in Buying, distribution and occupancy costs and SG&A expenses. The higher gross margin rate benefited from lower markdowns which resulted from tighter inventory control. Buying, distribution and occupancy costs increased primarily due to an increase in buying-related costs due mainly to an investment in the merchandise and design functions. SG&A expenses increased mainly due to increases in store-related and administrative payroll costs and increased selling costs related to e-commerce growth.
 
maurices operating income decreased by $1.6 million as an increase in sales and gross margin rates was more than offset by increases in Buying, distribution and occupancy costs, SG&A expenses and depreciation expense. The gross margin rate benefited from lower product costs and lower markdowns which resulted from more targeted promotional campaigns. The increase in Buying, distribution and occupancy costs was a result of increases in buying-related costs due to an investment in the design function and increases in store occupancy and distribution expenses, which resulted largely from new store growth and the increased sales volume. The increase in SG&A expenses was primarily due to store-related payroll costs and other store expenses resulting from the new store growth, increased selling costs related to e-commerce growth and higher marketing costs. The SG&A expense comparison was also impacted by a favorable product-related vendor settlement recorded during the three months ended April 27,

30


ASCENA RETAIL GROUP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS – (Continued)


2013. The increase in depreciation expense resulted mainly from new store growth and accelerated depreciation as a result of the Company’s supply chain integration efforts.

dressbarn operating income decreased by $2.8 million primarily as a result of an increase in gross margin rates, offset in part by and a decrease in sales and an increase in SG&A expenses. The higher gross margin rate was mainly attributable to lower inventory levels which resulted in a better sell-through of merchandise and lower markdowns which resulted from tighter inventory control. The increase in SG&A expenses was primarily due to higher administrative payroll costs, offset in part by lower store-related payroll costs.
 
Catherines operating income increased by $4.1 million primarily as a result of the flow-through of margin on the higher sales volume and higher gross margin rate, offset in part by increases in Buying, distribution and occupancy costs. The gross margin rate increased as a result of lower product costs and lower markdowns. The increase in Buying, distribution and occupancy costs was a result of higher buying-related costs due to an investment in the design function.
 
Unallocated operating income. The unallocated expenses of $12.7 million for the third quarter of Fiscal 2014 and $6.9 million for the third quarter of Fiscal 2013 represent Acquisition-related, integration and restructuring costs. During the third quarter of Fiscal 2014, the Company incurred higher costs related to its supply chain and technological integration efforts compared to the third quarter of Fiscal 2013.
 
Interest Expense. Interest expense decreased by $1.2 million, or 41.4%, to $1.7 million for the three months ended April 26, 2014 from $2.9 million for the three months ended April 27, 2013. The decrease was primarily the result of a decrease in the average interest rate on borrowings outstanding during the third quarter of Fiscal 2014 as compared to the third quarter of Fiscal 2013. The decrease in the average interest rate resulted from the Company’s refinancing of its then outstanding higher-rate term loan borrowings to lower-rate Revolving Credit Agreement borrowings in the third quarter of Fiscal 2013.
 
Provision for Income Taxes. The provision for income taxes represents federal, foreign, state and local income taxes. The provision for income taxes from continuing operations decreased by $6.5 million, or 29.3%, to $15.7 million for the three months ended April 26, 2014 from $22.2 million for the three months ended April 27, 2013. The effective tax rate decreased 970 basis points to 30.6% for the three months ended April 26, 2014 from 40.3% for the three months ended April 27, 2013. The decrease in the effective tax rate was primarily the result of a revised full year earnings estimate and an increase in the Company’s indefinitely reinvested current year earnings.
 
Net Income. Net income includes income from continuing operations and results from discontinued operations. Net income increased by $2.0 million, or 6.4%, to $33.2 million for the three months ended April 26, 2014 from $31.2 million for the three months ended April 27, 2013. The increase was mainly due to higher income from continuing operations for the three months ended April 26, 2014. Income from continuing operations increased $2.7 million, or 8.2%, primarily due to the absence of the loss on extinguishment of debt, a decrease in the provision for income taxes and lower interest expense which more than offset the lower level of operating income. Discontinued operations generated losses of $2.4 million and $1.7 million for the three months ended April 26, 2014 and April 27, 2013, respectively.
 
Net Income from Continuing Operations per Diluted Common Share. Net income from continuing operations per diluted share increased by $0.02, or 10.0%, to $0.22 per share for the three months ended April 26, 2014 from $0.20 per share for the three months ended April 27, 2013. The increase in diluted per share results was primarily due to a higher level of income from continuing operations, as previously discussed, offset in part by an increase in the weighted-average diluted common shares outstanding to 164.7 million shares in the third quarter of Fiscal 2014 from 163.3 million shares in the third quarter of Fiscal 2013.

Net Income per Diluted Common Share. Net income per diluted common share increased by $0.01, or 5.3%, to $0.20 per share for the three months ended April 26, 2014 from $0.19 per share for the three months ended April 27, 2013. The increase was mainly due to a higher level of net income from continuing operations, offset in part by the increases in the weighted-average diluted common shares outstanding and the loss from discontinued operations.

31


ASCENA RETAIL GROUP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS – (Continued)


Nine Months Ended April 26, 2014 compared to Nine Months Ended April 27, 2013
 
The following table summarizes our results of operations and expresses the percentage relationship to net sales of certain financial statement captions:
 
Nine Months Ended
 
 
 
April 26,
2014
 
April 27,
2013
 
$ Change
 
% Change
 
(millions, except per share data)
 
 
 
 

Net sales
$
3,608.2

 
$
3,517.2

 
$
91.0

 
2.6
 %
 
 
 
 
 
 
 
 
Cost of goods sold
(1,534.9
)
 
(1,540.7
)
 
5.8

 
(0.4
)%
Cost of goods sold as % of net sales
42.5
%
 
43.8
%
 
 

 
 

Gross margin
2,073.3

 
1,976.5

 
96.8

 
4.9
 %
Gross margin as % of net sales
57.5
%
 
56.2
%
 
 

 
 

Other costs and expenses:
 

 
 

 
 

 
 

Buying, distribution and occupancy costs
(670.9
)
 
(613.0
)
 
(57.9
)
 
9.4
 %
Buying, distribution and occupancy costs as % of net sales
18.6
%
 
17.4
%
 
 

 
 

Selling, general and administrative expenses
(1,048.2
)
 
(1,013.9
)
 
(34.3
)
 
3.4
 %
SG&A expenses as % of net sales
29.1
%
 
28.8
%
 
 

 
 

Acquisition-related, integration and restructuring costs
(24.9
)
 
(20.1
)
 
(4.8
)
 
23.9
 %
Depreciation and amortization expense
(141.0
)
 
(122.5
)
 
(18.5
)
 
15.1
 %
Total other costs and expenses
(1,885.0
)
 
(1,769.5
)
 
(115.5
)
 
6.5
 %
Operating income
188.3

 
207.0

 
(18.7
)
 
(9.0
)%
Operating income as % of net sales
5.2
%
 
5.9
%
 
 

 
 

Interest expense
(4.8
)
 
(12.5
)
 
7.7

 
(61.6
)%
Interest and other (expense) income, net
(1.2
)
 
0.6

 
(1.8
)
 
(300.0
)%
Loss on extinguishment of debt
—

 
(9.3
)
 
9.3

 
(100.0
)%
Income from continuing operations before provision for income taxes
182.3

 
185.8

 
(3.5
)
 
(1.9
)%
Provision for income taxes from continuing operations
(60.0
)
 
(68.9
)
 
8.9

 
(12.9
)%
Effective tax rate(a)
32.9
%
 
37.1
%
 
 

 
 

Income from continuing operations
122.3

 
116.9

 
5.4

 
4.6
 %
(Loss) income from discontinued operations, net of taxes (b)
(4.6
)
 
4.6

 
(9.2
)
 
(200.0
)%
Net income
$
117.7

 
$
121.5

 
$
(3.8
)
 
(3.1
)%
 
 
 
 
 
 
 
 
Net income per common share - basic:
 

 
 

 
 

 
 

Continuing operations
$
0.76

 
$
0.74

 
$
0.02

 
2.7
 %
Discontinued operations
(0.03
)
 
0.03

 
(0.06
)
 
(200.0
)%
Total net income per basic common share
$
0.73

 
$
0.77

 
$
(0.04
)
 
(5.2
)%
 
 
 
 
 
 
 
 
Net income per common share - diluted:
 

 
 

 
 

 
 

Continuing operations
$
0.74

 
$
0.72

 
$
0.02

 
2.8
 %
Discontinued operations
(0.03
)
 
0.03

 
(0.06
)
 
(200.0
)%
Total net income per diluted common share
$
0.71

 
$
0.75

 
$
(0.04
)
 
(5.3
)%
____________
(a) 
Effective tax rate is calculated by dividing the provision for income taxes by income from continuing operations before provision for income taxes.
(b) 
(Loss) income from discontinued operations is presented net of a $2.9 million income tax benefit for the nine months ended April 26, 2014 and a $1.8 million income tax expense for the nine months ended April 27, 2013.




32


ASCENA RETAIL GROUP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS – (Continued)


Net Sales. Net sales increased by $91.0 million, or 2.6%, to $3.608 billion for the nine months ended April 26, 2014 from $3.517 billion for the nine months ended April 27, 2013. The increase was primarily due to higher combined store and e-commerce comparable sales at our Lane Bryant, maurices and Catherines brands and new store growth at our Justice and maurices brands, offset in part by lower combined store and e-commerce comparable sales of our Justice and dressbarn brands. The Company believes our e-commerce operations are interdependent with our brick-and-mortar store sales and, as such, we believe that reporting combined store and e-commerce comparable sales on a brand-by-brand basis, as discussed below, is a more appropriate presentation. On a consolidated basis, comparable store sales decreased by $41.2 million, or 1%, to $2.881 billion during the nine months ended April 26, 2014 from $2.922 billion during the nine months ended April 27, 2013. Also on a consolidated basis, E-commerce sales increased by $73.6 million, or 25%, to $371.7 million during the nine months ended April 26, 2014 from $298.1 million during the nine months ended April 27, 2013.
 
Net sales data for our five business segments is presented below.
 
Nine Months Ended
 
 
 
April 26,
2014
 
April 27,
2013
 
$ Change
 
% Change
 
(millions)
 
(millions)
 
 

Net sales:
 

 
 

 
 

 
 

Justice
$
1,098.2

 
$
1,098.2

 
$
—

 
—
 %
Lane Bryant
795.7

 
756.4

 
39.3

 
5.2
 %
maurices
744.3

 
701.0

 
43.3

 
6.2
 %
dressbarn
728.7

 
730.7

 
(2.0
)
 
(0.3
)%
Catherines
241.3

 
230.9

 
10.4

 
4.5
 %
Total net sales
$
3,608.2

 
$
3,517.2

 
$
91.0

 
2.6
 %
 
 
 
 
 
 
 
 
Comparable store sales (a)
 

 
 

 
 

 
(1
)%
E-commerce comparable sales
 

 
 

 
 

 
25
 %
Combined store and e-commerce comparable sales
 

 
 

 
 

 
1
 %
_________
(a) Comparable store sales generally refers to the growth of sales in only stores open in the current period and comparative period in the prior year (including stores relocated within the same shopping center and stores with minor square footage additions). The determination of which stores are included in the comparable store sales calculation normally changes at the beginning of each fiscal year, except for stores that close during the fiscal year, which are excluded from comparable store sales beginning with the fiscal month the store actually closes.
 
Justice net sales. Net sales were flat and primarily reflect:
 
•
a decrease of $20.6 million, or 2%, in combined store and e-commerce comparable sales during the nine months ended April 26, 2014;
•
a $23.1 million increase in non-comparable stores sales, primarily driven by an increase related to 37 net new store openings during the last twelve months; and
•
a $2.5 million decrease in wholesale, licensing operations and other revenues

Lane Bryant net sales. The net increase primarily reflects:
 
•
an increase of $36.0 million, or 5%, in combined store and e-commerce comparable sales during the nine months ended April 26, 2014;
•
a $1.0 million decrease in non-comparable stores sales, as the positive effects of 39 new store openings during the last twelve months was only partially offset by 57 store closings in the last twelve months; and
•
a $4.3 million increase in other revenues.


33


ASCENA RETAIL GROUP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS – (Continued)


maurices net sales. The net increase primarily reflects:
 
•
an increase of $8.1 million, or 1%, in combined store and e-commerce comparable sales during the nine months ended April 26, 2014;
•
a $35.4 million increase in non-comparable stores sales, primarily driven by an increase related to 45 net new store openings during the last twelve months; and
•
a $0.2 million decrease in other revenues.
 
dressbarn net sales. The net decrease primarily reflects:
 
•
a decrease of $7.6 million, or 1%, in combined store and e-commerce comparable sales during the nine months ended April 26, 2014;
•
a $6.3 million increase in non-comparable stores sales, as the positive effect of 38 new store openings was only offset in part by 40 store closings during the last twelve months; and
•
a $0.7 million decrease in other revenues.

Catherines net sales. The net increase primarily reflects:
 
•
an increase of $16.5 million, or 8%, in combined store and e-commerce comparable sales during the nine months ended April 26, 2014;
•
a $7.7 million decrease in non-comparable stores sales, primarily driven by a decrease related to 13 store closings during the last twelve months; and
•
a $1.6 million increase in other revenues.

Gross Margin. Gross margin, which represents the difference between net sales and cost of goods sold, expressed as a percentage of net sales, increased by 130 basis points to 57.5% for the nine months ended April 26, 2014 from 56.2% for the nine months ended April 27, 2013. Excluding the impact of the approximately $20 million of purchase accounting adjustments recorded in the first quarter of Fiscal 2013, our gross margin rate increased by 70 basis points. Our gross margin rate increased, primarily due to stronger margins at Lane Bryant, maurices, dressbarn and Catherines, which more than offset lower margins at Justice.
 
Gross margin as a percentage of net sales is dependent upon a variety of factors, including changes in the relative sales mix among brands, changes in the mix of products sold, the timing and level of promotional activities, and fluctuations in material costs. These factors, among others, may cause cost of goods sold as a percentage of net revenues to fluctuate from period to period.
 
Buying, Distribution and Occupancy costs. Buying, distribution and occupancy costs consist of store occupancy and utility costs (excluding depreciation), out-bound freight and all costs associated with the buying and distribution functions.
 
Buying, distribution and occupancy costs increased by $57.9 million, or 9.4%, to $670.9 million for the nine months ended April 26, 2014 from $613.0 million for the nine months ended April 27, 2013. Buying, distribution and occupancy costs as a percentage of net sales increased by 120 basis points to 18.6% for the nine months ended April 26, 2014 from 17.4% for the nine months ended April 27, 2013. The increase in Buying, distribution and occupancy costs was mainly a result of increases in buying-related costs due mainly to an investment in the design function, higher distribution expenses and higher freight costs related to the increased sales volume.
 
Selling, General and Administrative Expenses. SG&A expenses consist of compensation and benefit-related costs for sales and store operations personnel, administrative personnel and other employees not associated with the functions described above under Buying, distribution and occupancy costs. SG&A expenses also include advertising and marketing costs, information technology and communication costs, supplies for our stores and administrative facilities, insurance costs, legal costs and costs related to other administrative services.
 
SG&A expenses increased by $34.3 million, or 3.4%, to $1.048 billion for the nine months ended April 26, 2014 from $1.014 billion for the nine months ended April 27, 2013. SG&A expenses as a percentage of net sales increased by 30 basis points to 29.1% for the nine months ended April 26, 2014 from 28.8% for the nine months ended April 27, 2013. SG&A expenses increased as additional expenses resulting from new store growth, increased selling costs related to e-commerce growth, higher marketing

34


ASCENA RETAIL GROUP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS – (Continued)


costs and increased administrative expenses offset the cost-savings achieved by the on-going reduction of the duplicative overhead structure acquired in the Charming Shoppes Acquisition. This reduction is expected to continue over the next couple of years.
 
Depreciation and Amortization Expense. Depreciation and amortization expense increased by $18.5 million, or 15.1%, to $141.0 million for the nine months ended April 26, 2014 from $122.5 million for the nine months ended April 27, 2013. The increase was primarily due to higher capital expenditures, which mainly resulted from the new store openings during the last twelve months, our expanded distribution center in Ohio becoming fully operational and the relocation of our corporate office space to Mahwah, New Jersey. Also contributing to the increase was accelerated depreciation of existing assets whose useful lives were shortened as a result of the Company’s supply chain and technological integration efforts.
 
Operating Income. Operating income decreased $18.7 million, or 9.0%, to $188.3 million for the nine months ended April 26, 2014 from $207.0 million for the nine months ended April 27, 2013. Operating income as a percentage of net sales decreased 70 basis points, to 5.2% for the nine months ended April 26, 2014 from 5.9% for the nine months ended April 27, 2013. Excluding the impact of the approximately $20 million of purchase accounting adjustments recorded in the first quarter of Fiscal 2013 as discussed above, operating income as a percentage of net sales decreased by 120 basis points. The decrease primarily reflected an overall increase in gross margin, as discussed on a brand-by-brand basis below, which was more than offset by increases in Buying, distribution and occupancy costs, SG&A expenses and depreciation expense.
 
Operating income data for our five business segments is presented below.
 
 
Nine Months Ended
 
 
 
April 26,
2014
 
April 27,
2013
 
$ Change
 
% Change
 
(millions)
 
(millions)
 
 
Operating income (loss):
 

 
 

 
 

 
 

Justice
$
114.3

 
$
168.1

 
$
(53.8
)
 
(32.0
)%
Lane Bryant
(1.9
)
 
(27.7
)
 
25.8

 
(93.1
)%
maurices
85.2

 
92.3

 
(7.1
)
 
(7.7
)%
dressbarn
(1.5
)
 
(9.7
)
 
8.2

 
(84.5
)%
Catherines
17.1

 
4.1

 
13.0

 
317.1
 %
Unallocated acquisition-related, integration and restructuring costs
(24.9
)
 
(20.1
)
 
(4.8
)
 
23.9
 %
Total operating income
$
188.3

 
$
207.0

 
$
(18.7
)
 
(9.0
)%
 
Justice operating income decreased by $53.8 million primarily as a result of a decrease in gross margin rates and increases in Buying, distribution and occupancy costs and depreciation expense, offset in part by lower SG&A expenses. The lower gross margin rate was mainly attributable to higher promotional markdowns, which resulted from increased promotional activity required to sell through fall merchandise. Buying, distribution and occupancy costs increased largely as a result of higher store occupancy costs primarily related to store growth and higher freight costs related to an increase in e-commerce sales volume. The decrease in SG&A expenses was attributable to a decrease in administrative payroll costs related to the less-than-planned operating results. The increase in depreciation expense resulted from the new store growth and accelerated depreciation as a result of the Company’s supply chain integration efforts.
 
Lane Bryant operating loss decreased by $25.8 million partly due to the absence of approximately $15.3 million of one-time, non-cash inventory expense associated with the purchase accounting write-up of inventory to fair market value recognized in the first quarter of Fiscal 2013. Excluding the impact of the purchase accounting adjustments, the operating results reflected the flow-through of margin on the higher sales volume and higher gross margin rate, offset in part by increases in Buying, distribution and occupancy costs and depreciation expense. The higher gross margin rate benefited from lower product costs and lower markdowns which resulted from tighter inventory control. The higher Buying, distribution and occupancy costs resulted primarily from increases in buying-related costs due mainly to an investment in the merchandising and design functions and higher distribution expenses related to the increased sales volume. SG&A expenses increased slightly due mainly to increases in store-related payroll costs.

maurices operating income decreased by $7.1 million as an increase in sales and gross margin rates was more than offset by increases in Buying, distribution and occupancy costs, SG&A expenses and depreciation expense. The gross margin rate benefited from lower product costs and lower markdowns which resulted from more targeted promotional campaigns. The increase in

35


ASCENA RETAIL GROUP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS – (Continued)


Buying, distribution and occupancy costs was mainly a result of increases in buying-related costs due mainly to an investment in the design function and increases in store occupancy and distribution expenses, which resulted largely from new store growth and the increased sales volume. The increase in SG&A expenses was primarily due to store-related payroll costs and other store expenses resulting from the new store growth, increased selling costs related to e-commerce growth and higher marketing costs. The SG&A expense comparison was also impacted by a favorable product-related vendor settlement recorded during the nine months ended April 27, 2013. The increase in depreciation expense resulted mainly from new store growth and accelerated depreciation as a result of the Company’s supply chain integration efforts.
 
dressbarn operating loss decreased by $8.2 million primarily as a result of an increase in gross margin rates, offset in part by increases in Buying, distribution and occupancy costs, SG&A expenses and depreciation expense. The higher gross margin rate was mainly attributable to lower inventory levels which resulted in a better sell-through of merchandise and lower markdowns which resulted from tighter inventory control. Buying, distribution and occupancy costs increased mainly due to an investment in the design function. The increase in SG&A expenses was primarily due to higher administrative payroll costs and increased administrative expenses related to e-commerce growth, offset in part by lower store-related payroll costs. The increase in depreciation expense is primarily due to accelerated depreciation as a result of the Company’s supply chain and technological integration efforts.
 
Catherines operating income increased by $13.0 million partly due to the absence of approximately $4.6 million of one-time, non-cash inventory expense associated with the purchase accounting write-up of inventory to fair market value recognized in the first quarter of Fiscal 2013. Excluding the impact of the purchase accounting adjustments, the operating results reflected the flow-through of margin on the higher sales volume and higher gross margin rate, offset in part by increases in Buying, distribution and occupancy costs. The gross margin rate increased as a result of lower product costs and lower markdowns. The increase in Buying, distribution and occupancy costs was a result of higher buying-related costs due to an investment in the design function.
 
Unallocated operating income. The unallocated expenses of $24.9 million for the nine months ended April 26, 2014 and $20.1 million for the nine months ended April 27, 2013 represent Acquisition-related, integration and restructuring costs.

Interest Expense. Interest expense decreased by $7.7 million, or 61.6%, to $4.8 million for the nine months ended April 26, 2014 from $12.5 million for the nine months ended April 27, 2013. The decrease was primarily the result of a decrease in the average borrowings outstanding and a decrease in the average interest rate on borrowings outstanding during Fiscal 2014 as compared to Fiscal 2013. The decrease in average borrowings outstanding resulted from the Company’s net repayment of debt during Fiscal 2013. The decrease in the average interest rate resulted from the Company’s refinancing of its then outstanding higher-rate term loan borrowings to lower-rate Revolving Credit Agreement borrowings in the third quarter of Fiscal 2013.
 
Provision for Income Taxes. The provision for income taxes represents federal, foreign, state and local income taxes. The provision for income taxes from continuing operations decreased by $8.9 million, or 12.9%, to $60.0 million for the nine months ended April 26, 2014 from $68.9 million for the nine months ended April 27, 2013. The effective tax rate decreased 420 basis points to 32.9% for the nine months ended April 26, 2014 from 37.1% for the nine months ended April 27, 2013. The decrease in the effective tax rate was primarily due to an increase in the Company’s indefinitely reinvested current year earnings and lower non-tax deductible expenses, offset in part by lower tax benefits relating to the accounting for discrete items in Fiscal 2014.

Net Income. Net income includes income from continuing operations and results from discontinued operations. Net income decreased by $3.8 million, or 3.1%, to $117.7 million for the nine months ended April 26, 2014 from $121.5 million for the nine months ended April 27, 2013. The decrease was mainly due to the results from discontinued operations, which generated a loss of $4.6 million for the nine months ended April 26, 2014 compared to income of $4.6 million for the nine months ended April 27, 2013. Income from continuing operations increased $5.4 million, or 4.6%, primarily due to the absence of the loss on extinguishment of debt, a decrease in the provision for income taxes and lower interest expense which more than offset the lower level of operating income.

Net Income from Continuing Operations per Diluted Common Share. Net income from continuing operations per diluted share increased by $0.02, or 2.8%, to $0.74 per share for the nine months ended April 26, 2014 from $0.72 per share for the nine months ended April 27, 2013. The increase in diluted per share results was primarily due to a higher level of income from continuing operations, as previously discussed, offset in part by an increase in the weighted-average diluted common shares outstanding to 164.9 million shares for the nine months ended April 26, 2014 from 162.8 million shares for the nine months ended April 27, 2013.

36


ASCENA RETAIL GROUP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS – (Continued)


Net Income per Diluted Common Share. Net income per diluted common share decreased by $0.04, or 5.3%, to $0.71 per share for the nine months ended April 26, 2014 from $0.75 per share for the nine months ended April 27, 2013. The decrease was due to the results from discontinued operations and an increase in the weighted-average diluted common shares outstanding, offset in part by a higher level of net income from continuing operations.

FINANCIAL CONDITION AND LIQUIDITY
 
Financial Condition
 
April 26,
2014
 
July 27,
2013
 
$ Change
 
(millions)
Cash and cash equivalents
$
213.2

 
$
186.4

 
$
26.8

Short-term investments
3.6

 
3.0

 
0.6

Total debt
(225.0
)
 
(135.6
)
 
(89.4
)
Net (debt) cash and investments (a)
$
(8.2
)
 
$
53.8

 
$
(62.0
)
Equity
$
1,713.9

 
$
1,556.4

 
$
157.5

____________
(a) 
“Net (debt) cash and investments” is defined as total cash and cash equivalents, plus short-term investments, less total debt.

The decrease in our net (debt) cash and investments position as of April 26, 2014 as compared to July 27, 2013 was primarily due to our use of available cash and additional Revolving Credit Agreement borrowings to support our capital expenditures (as discussed below under "Capital Spending”), partially offset by our operating cash flows. The increase in equity was primarily due to the Company’s net income and the effect on equity of stock-based compensation for the nine months ended April 26, 2014.
 
Cash Flows
 
The table below summarizes our cash flows for the nine months ended presented as follows:
 
Nine Months Ended
 
April 26,
2014
 
April 27,
2013
 
(millions)
Net cash provided by operating activities
$
243.5

 
$
333.2

Net cash used in investing activities
(327.3
)
 
(152.8
)
Net cash provided by (used in) financing activities
110.6

 
(141.8
)
Net increase in cash and cash equivalents
$
26.8

 
$
38.6


Net Cash Provided by Operating Activities. Net cash provided by operations was $243.5 million for the nine months ended April 26, 2014, compared with $333.2 million for the nine months ended April 27, 2013. The decrease was driven by increased inventory levels, lower accounts payable levels, primarily due to timing of payments, and an increase in cash paid for income taxes. The increase in inventories primarily resulted from new store growth at Justice and maurices and increases at Lane Bryant and Catherines due to the increased combined store and e-commerce comparable growth, offset in part by a decrease in inventory at dressbarn due to tighter inventory management. Cash paid for income taxes increased in the nine months ended April 26, 2014 based on the Company's Fiscal 2013 utilization of net operating losses obtained in the Charming Acquisition.

Net Cash Used in Investing Activities. Net cash used in investing activities for the nine months ended April 26, 2014 was $327.3 million, consisting primarily of $368.9 million of capital expenditures, offset in part by $42.2 million of proceeds from the sale of assets. Net cash used in investing activities for the nine months ended April 27, 2013 was $152.8 million, consisting almost entirely of cash used for capital expenditures.

Net Cash Provided by (Used in) Financing Activities. Net cash provided by financing activities was $110.6 million for the nine months ended April 26, 2014, consisting primarily of $89.4 million of net borrowings of debt under our Revolving Credit Agreement and $21.2 million of proceeds relating to our stock-based compensation plans. Net cash used in financing activities for the nine

37


ASCENA RETAIL GROUP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS – (Continued)


months ended April 27, 2013 was $141.8 million, consisting primarily of $174.7 million for the net repayments of debt, offset in part by $36.6 million of proceeds relating to our stock-based compensation plans.

Capital Spending
 
We routinely make capital investments primarily in connection with ongoing expansion of our retail store network, construction and renovation of our existing portfolio of retail stores, investments in our technological infrastructure and investments in corporate office facilities.
 
The Fiscal 2013 10-K included an update of the following on-going, non-routine, significant capital spending plans:
 
•
Consolidation of our distribution network which includes the expansion of our distribution centers located in Etna Township, Ohio, and Greencastle, Indiana.  While both distribution centers became operational in the third quarter of Fiscal 2014, the phased transition of all brands into the two distribution centers is expected to continue over the next twelve months;
•
Finalization of plans to migrate to common information technology platforms for our Company-wide, point-of-sales systems, merchandise systems, warehouse management systems and financial systems. This transition is expected to take place over the next two years; and
•
Relocation and expansion of our corporate office space in Suffern, New York to Mahwah, New Jersey to support our growing operations. The renovation and relocation to the Mahwah, New Jersey location was completed during the third quarter of Fiscal 2014.

For a detailed discussion of these plans, see Part II, Item 7 as specified in the Capital Spending section of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Fiscal 2013 10-K.
 
As a result of these initiatives, we expect to receive local tax incentives to support the related investments totaling between $55 and $60 million over a 15 year period. For additional details of the local tax incentives, see Note 9 to our audited consolidated financial statements included in our Fiscal 2013 10-K.
 
In addition to the non-routine capital spending plans mentioned above, in December 2013 the Company announced its plans for a new building located in Duluth, MN to house its maurices headquarters and shared service operations.  The project is scheduled for completion in the first quarter of calendar 2016. The Company anticipates that a portion of the building cost will be offset by state and municipal bond funding.

The Company expects the remaining incremental capital requirements for all of the projects discussed above to be approximately $125 million, principally to be spent over the next two years. Such requirements for the capital investments outlined above are expected to be funded primarily with operating cash flows and, to the extent necessary, borrowings under the Company’s Revolving Credit Agreement.
 
Liquidity
 
Our primary sources of liquidity are the cash flow generated from our operations, availability under our Revolving Credit Agreement, available cash and cash equivalents, investments and other available financing options. These sources of liquidity are used to fund our ongoing cash requirements, including working capital requirements, retail store expansion, construction and renovation of stores, any future dividend requirements, investment in technological and supply chain infrastructure, acquisitions, debt servicing requirements, stock repurchases, contingent liabilities (including uncertain tax positions) and other corporate activities. Management believes that our existing sources of cash will be sufficient to support our operating needs, capital requirements and any debt service requirements for the foreseeable future.

As of April 26, 2014, approximately 78% of our available cash and cash equivalents was held overseas by our foreign subsidiaries. As such, for the Company to have access to those cash and cash equivalents in the U.S., we would incur a current U.S. tax liability of between 15% to 20% of the cash repatriated; this current U.S. tax liability has been previously provided for in the provision for

38


ASCENA RETAIL GROUP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS – (Continued)


income taxes and is currently classified within Deferred income taxes on the accompanying unaudited consolidated balance sheets. We currently do not have any plans to repatriate these funds from our overseas subsidiaries to the U.S.
 
As discussed in the “Debt” section below, as of April 26, 2014, after taking into account revolving debt and outstanding letters of credit, we had $257.6 million in variable availability under the Revolving Credit Agreement. The Company believes the Revolving Credit Agreement will provide sufficient liquidity to continue to support the Company’s operating needs and capital requirements for the foreseeable future. We believe that our Revolving Credit Agreement is adequately diversified with no undue concentrations in any one financial institution. In particular, as of April 26, 2014, there were six financial institutions participating in the credit facility, with no one participant maintaining a maximum commitment percentage in excess of approximately 25%. Management has no reason at this time to believe that the participating institutions will be unable to fulfill their obligations to provide financing in accordance with the terms of the Revolving Credit Agreement in the event of our election to draw funds in the foreseeable future.
 
Debt
 
As of April 26, 2014, the Company had $225.0 million of debt outstanding consisting of (i) $224.4 million under the Revolving Credit Agreement, and (ii) $0.6 million of convertible notes assumed in the Charming Shoppes Acquisition, which were due and redeemed in May 2014. For a complete description of the Company’s convertible-notes borrowing arrangement see Note 14 to our audited consolidated financial statements included in our Fiscal 2013 10-K.
 
Revolving Credit Agreement
 
The Company’s revolving credit facility (the “Revolving Credit Agreement”) provides a senior secured revolving credit facility up to $500 million, with an optional additional increase of up to $100 million. The Revolving Credit Agreement expires in June 2018. There are no mandatory reductions in borrowing availability throughout the term of the Revolving Credit Agreement. However, availability under the Revolving Credit Agreement fluctuates from month-to-month based on the Company’s underlying collateral position at the end of the period. Our collateral position is determined, at any given period, by the aggregate of the Company’s (i) inventory position (less reserves), (ii) market value of eligible real properties up to certain limits, and (iii) eligible credit card receivables.

The Revolving Credit Agreement may be used for the issuance of letters of credit, to fund working capital requirements and capital expenditures, and for general corporate purposes. The Revolving Credit Agreement includes a $250 million letter of credit sublimit, of which $60 million can be used for standby letters of credit, and a $25 million swing loan sublimit. Borrowings under the Revolving Credit Agreement bear interest at a variable rate determined using a base rate equal to the greatest of (i) prime rate, (ii) federal funds rate plus 50 basis points, or (iii) LIBOR plus 100 basis points; plus an applicable margin ranging from 50 basis points to 200 basis points based on a combination of the type of borrowing (prime or LIBOR) and average borrowing availability during the previous fiscal quarter.
 
In addition to paying interest on any outstanding borrowings under the Revolving Credit Agreement, the Company is required to pay a commitment fee to the lenders under the Revolving Credit Agreement in respect of the unutilized commitments in an amount ranging between 25 basis points and 37.5 basis points per annum based on the Company’s average utilization during the previous fiscal quarter.

As of April 26, 2014, after taking into account the $224.4 million of revolving debt outstanding and the $18.0 million in outstanding letters of credit, the Company had $257.6 million in its variable availability under the Revolving Credit Agreement.

Restrictions under the Revolving Credit Agreement
 
The Revolving Credit Agreement is subject to restrictions, as summarized below.
 
The Company is subject to certain restrictions and financial covenants with respect to minimum availability limits under the Revolving Credit Agreement.  Such limits are variable based on the outstanding borrowing commitment.  Should Availability (as defined in the Revolving Credit Agreement) fall below the minimum level for three consecutive days, the Company would be in a Reduced Availability Period and would be subject to a fixed charge coverage ratio test.  As of April 26, 2014, the Reduced

39


ASCENA RETAIL GROUP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS – (Continued)


Availability Period would be triggered if our availability were to drop below approximately $50.0 million for three consecutive days.   As of April 26, 2014, the Company had $257.6 million in availability under the Revolving Credit Agreement and accordingly, the fixed charge coverage ratio test does not apply.
 
If the Company is in a Reduced Availability Period at the end of a fiscal quarter, the Company’s fixed charge coverage ratio must be at least 1.00 to 1.00.  The ratio is calculated based on four consecutive fiscal quarter end dates ending with the current quarter.  The fixed charge coverage ratio is defined as a ratio of consolidated earnings (as defined in the Revolving Credit Agreement), less capital expenditures, to consolidated fixed charges.
 
In addition to the above, the Revolving Credit Agreement contains customary negative covenants, subject to negotiated exceptions, on (i) liens and guarantees, (ii) investments, (iii) indebtedness, (iv) significant corporate changes including mergers and acquisitions, (v) dispositions, (vi) restricted payments, cash dividends and certain other restrictive agreements. The borrowing agreement also contains customary events of default, such as payment defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency, the occurrence of a defined change in control, or the failure to observe the negative covenants and other covenants related to the operation of the Company’s business.
 
The Company’s obligations under the Revolving Credit Agreement are guaranteed by certain of its domestic subsidiaries (the “Subsidiary Guarantors”). As collateral security under the borrowing agreement and the guarantees thereof, the Company and the Subsidiary Guarantors have granted to the administrative agent for the benefit of the lenders, a first priority lien on substantially all of their tangible and intangible assets, including, without limitation, certain domestic inventory and certain material real estate. 
 
Our Revolving Credit Agreement allows us to pay dividends, provided that at the time of, and immediately after giving effect to the dividend, (i) there is no default or event of default, and (ii) Availability (as defined in the Revolving Credit Agreement) is not less than 20% of the aggregate Revolving Commitments (as defined in the Revolving Credit Agreement), subject to a minimum predetermined availability limit.  Dividends are payable when declared by our Board of Directors. Currently, the Board of Directors does not plan to pay any dividends.
 
The Company was in compliance with all financial covenants contained in the Revolving Credit Agreement as of April 26, 2014.
 
Other Letters of Credit
 
As of April 26, 2014, the Company had also issued $1.1 million of private label letters of credit relating to the importation of merchandise.
 
Common Stock Repurchase Program
 
In Fiscal 2010, the Company’s Board of Directors authorized a $100 million share repurchase program (the “2010 Stock Repurchase Program”). The program was then expanded in Fiscal 2011 to cover an additional $100 million of authorized purchases. Under the 2010 Stock Repurchase Program, purchases of shares of common stock may be made at the Company’s discretion from time to time, subject to overall business and market conditions.
 
There were no purchases of common stock by the Company during the nine months ended April 26, 2014 under its repurchase program. Repurchased shares normally are retired and treated as authorized but unissued shares.

The remaining availability under the 2010 Stock Repurchase Program was approximately $89.9 million at April 26, 2014.
 
Contractual and Other Obligations
 
Firm Commitments
 
There have been no material changes during the period covered by this report to the firm commitments specified in the contractual and other obligations section of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Fiscal 2013 10-K.
 

40


ASCENA RETAIL GROUP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS – (Continued)


Off-Balance Sheet Arrangements
 
There have been no material changes during the period covered by this report to the off-balance sheet arrangements specified in the contractual and other obligations section of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Fiscal 2013 10-K.

MARKET RISK MANAGEMENT
 
The Company is exposed to a variety of market-based risks, representing our potential exposure to losses arising from adverse changes in market rates and prices. These market risks include, but are not limited to, changes in foreign currency exchange rates relating to our expanding Canadian and other international operations, changes in interest rates, and changes in both the value and liquidity of our cash, cash equivalents and investment portfolio. Consequently, in the normal course of business, we employ a number of established policies and procedures to manage such risks, including considering, at times, the use of derivative financial instruments to hedge such risks. However, as a matter of policy, we do not enter into derivative financial instruments for speculative or trading purposes. As of April 26, 2014, the Company did not have any outstanding derivative financial instruments.
 
Foreign Currency Risk Management
 
We currently do not have any significant risks related to the fluctuation of foreign currency exchange rates. Purchases of inventory for resale in our retail stores normally are transacted in U.S. dollars. In addition, our 100% owned international retail operations represented approximately 1% of our consolidated revenues during the first nine months of Fiscal 2014. In the future, as our international operations continue to expand, we would consider the use of forward foreign currency exchange contracts to manage any significant risks to changes in foreign currency exchange rates.
 
Interest Rate Risk Management
 
Our Company currently has $224.4 million in variable-rate debt outstanding under our Revolving Credit Agreement. Accordingly, we remain subject to changes in interest rates. For each 0.125% increase or decrease in interest rates, the Company’s annual interest expense would increase or decrease by approximately $0.3 million, and net income would decrease or increase, respectively, by approximately $0.2 million. See Note 14 to our audited consolidated financial statements included in our Fiscal 2013 10-K for a summary of the terms and conditions of our Revolving Credit Agreement.
 
Investment Risk Management
 
As of April 26, 2014, our Company had cash and cash equivalents on-hand of $213.2 million, a portion of which was invested in money market funds. The Company's short-term investments of $3.6 million consisted entirely of restricted cash.
 
We maintain cash deposits and cash equivalents with well-known and stable financial institutions; however, there were significant amounts of cash and cash equivalents at these financial institutions in excess of federally insured limits at April 26, 2014. This represents a concentration of credit risk. With the current financial environment and the instability of some financial institutions, we cannot be assured we will not experience losses on our deposits in the future. However, there have been no losses recorded on deposits of cash and cash equivalents to date.



41


ASCENA RETAIL GROUP, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS – (Continued)


CRITICAL ACCOUNTING POLICIES
 
The Company’s significant accounting policies are described in Notes 3 and 4 to the audited consolidated financial statements included in the Company’s Fiscal 2013 10-K. The SEC's Financial Reporting Release No. 60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies" ("FRR 60"), suggests companies provide additional disclosure and commentary on those accounting policies considered most critical. FRR 60 considers an accounting policy to be critical if it is important to the Company's financial condition and results of operations and requires significant judgment and estimates on the part of management in its application. The Company's estimates are often based on complex judgments, probabilities and assumptions that management believes to be reasonable, but that are inherently uncertain and unpredictable. It is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. For a detailed discussion of the Company's critical accounting policies, see the “Critical Accounting Policies” section of the MD&A in the Company’s Fiscal 2013 10-K. There have been no material changes in the application of the Company’s critical accounting policies since July 27, 2013.

RECENTLY ISSUED ACCOUNTING PROUNCEMENTS
 
During the nine months ended April 26, 2014, there have been no recently issued or proposed accounting standards which may have a material impact on our financial statements in future periods.





































42


Item 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
For a discussion of our exposure to, and management of our market risks, see “Market Risk Management” in Item 2 included elsewhere in this report on Form 10-Q.

Item 4 - CONTROLS AND PROCEDURES
 
The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
 
The Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective at the reasonable assurance level as of April 26, 2014. There has been no change in the Company’s internal control over financial reporting during the quarter ended April 26, 2014 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


Part II - OTHER INFORMATION

Item 1 – LEGAL PROCEEDINGS
 
The Company is a defendant in lawsuits and other adversarial proceedings arising in the ordinary course of business. Legal costs incurred in connection with the resolution of claims and lawsuits are generally expensed as incurred, and the Company establishes reserves for the outcome of litigation where it deems it appropriate to do so under applicable accounting rules. Moreover, the Company's assessment of the current exposure could change in the event of the discovery of additional facts with respect to legal matters pending against the Company or determinations by judges, juries, administrative agencies or other finders of fact that are not in accordance with the Company's evaluation of a particular claim. The results of these lawsuits, claims and proceedings cannot be predicted with certainty. However, the Company believes that the ultimate resolution of these matters will not have a material effect on the Company’s consolidated financial statements.

Item 1A – Risk Factors
 
There are many risks and uncertainties that can affect our future business, financial performance or share price. In addition to the other information set forth in this report, you should review and consider the information regarding certain factors which could materially affect our business, financial condition or future results set forth under Part I, Item 1A “Risk Factors” in our Fiscal 2013 10-K. There have been no material changes during the quarter ended April 26, 2014 to the Risk Factors set forth in Part I, Item 1A of the Fiscal 2013 10-K.


43


Item 2 –UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities(1) 
 
The following table provides information about the Company’s repurchases of common stock during the fiscal quarter ended April 26, 2014.
 
Period
 
Total
Number of
Shares
Purchased
 
Average
Price Paid
per Share
 
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs(1)
 
Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under the
Plans or Programs (1)
Month # 1 (January 26, 2014 – February 22, 2014)
 
—

 
$
—

 
—

 
$ 90 million
Month # 2 (February 23, 2014 – March 29, 2014)
 
—

 
—

 
—

 
90 million
Month # 3 (March 30, 2014 – April 26, 2014)
 
—

 
—

 
—

 
90 million
_____________________________
(1)  In Fiscal 2010, the Company’s Board of Directors authorized a $100 million share repurchase program (the “2010 Stock Repurchase Program”). The program was then expanded in Fiscal 2011 to cover an additional $100 million of authorized purchases. Under the 2010 Stock Repurchase Program, purchases of shares of common stock may be made at the Company’s discretion from time to time, subject to overall business and market conditions. Purchases will be made at prevailing market prices, through open market purchases or in privately negotiated transactions and will be subject to applicable SEC rules.

 Item 6 - EXHIBITS
Exhibit
 
Description
 
 
 
31.1
 
Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
 
 
 
31.2
 
Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
 
 
 
32.1
 
Certification of David Jaffe pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.2
 
Certification of Dirk Montgomery pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
101.INS
 
XBRL Instance Document*
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document*
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document*
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document*
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document*
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document*
 
*      Pursuant to Rule 402 of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

44


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
ASCENA RETAIL GROUP, INC.
 
 
Date: June 3, 2014
BY: /s/ David Jaffe
 
David Jaffe
 
President and Chief Executive Officer
 
(Principal Executive Officer)
 
 
Date: June 3, 2014
BY: /s/ Dirk Montgomery
 
Dirk Montgomery
 
Executive Vice President and Chief Financial Officer
 
(Principal Financial Officer)
 







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