10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended May 31, 2014

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 001-36161

THE CONTAINER STORE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	26-0565401
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

500 Freeport Parkway Coppell, TX	75019
(Addresses of principal executive offices)	(Zip Codes)

Registrant’s telephone number in the United States, including area code, is: (972) 538-6000

None

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o

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 x No o

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	o		Accelerated filer	o
Non-accelerated filer	x	(Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x

The registrant had 47,974,830 shares of its common stock outstanding as of June 27, 2014.

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Unaudited Consolidated Balance Sheets as of May 31, 2014, March 1, 2014, and June 1, 2013	3
	Unaudited Consolidated Statements of Operations for the Thirteen Weeks Ended May 31, 2014 and June 1, 2013	5
	Unaudited Consolidated Statements of Comprehensive Income (Loss) for the Thirteen Weeks ended May 31, 2014 and June 1, 2013	6
	Unaudited Consolidated Statements of Cash Flows for the Thirteen Weeks ended May 31, 2014 and June 1, 2013	7
	Notes to the Unaudited Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	29
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Default Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30

2

The Container Store Group, Inc.

Consolidated balance sheets

	May 31,		March 1,		June 1,
(In thousands)	2014		2014		2013
	(unaudited)				(unaudited)
Assets
Current assets:
Cash	$	8,610	$	18,046	$	13,703
Accounts receivable, net	29,267		32,273		23,087
Inventory	94,626		85,595		91,150
Prepaid expenses	7,953		14,121		6,587
Forward contracts	—		—		329
Deferred tax assets, net	3,967		3,967		855
Other current assets	11,558		10,405		10,515
Total current assets	155,981		164,407		146,226
Noncurrent assets:
Property and equipment, net	164,779		161,431		141,402
Goodwill	202,815		202,815		202,815
Trade names	240,021		242,290		240,528
Deferred financing costs, net	9,210		9,699		10,633
Noncurrent deferred tax assets, net	1,179		1,323		1,667
Other assets	1,211		1,184		881
Total noncurrent assets	619,215		618,742		597,926
Total assets	$	775,196	$	783,149	$	744,152

See accompanying notes.

3

The Container Store Group, Inc.

Consolidated balance sheets (continued)

	May 31,			March 1,			June 1,
(In thousands, except share and per share amounts)	2014			2014			2013
	(unaudited)						(unaudited)
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	47,846		$	49,282		$	47,291
Accrued liabilities	54,420			60,496			47,846
Revolving lines of credit	23,529			16,033			18,178
Current portion of long-term debt	5,741			7,527			9,769
Income taxes payable	640			3,474			379
Deferred tax liabilities, net	29			29			43
Total current liabilities	132,205			136,841			123,506
Noncurrent liabilities:
Long-term debt	332,306			327,724			368,102
Noncurrent deferred tax liabilities, net	82,638			85,442			86,620
Deferred rent and other long-term liabilities	36,354			35,956			30,116
Total noncurrent liabilities	451,298			449,122			484,838
Total liabilities	583,503			585,963			608,344
Commitments and contingencies (Note 7)
Shareholders’ equity:
Common stock, $0.01 par value, 250,000,000 shares authorized, 47,974,829 shares issued and outstanding at May 31, 2014; 250,000,000 shares authorized, 47,941,180 shares issued and outstanding at March 1, 2014; 3,528,280 shares authorized, 2,942,326 shares issued and 2,929,466 shares outstanding at June 1, 2013	480			479			29
Preferred stock, $0.01 par value:
Senior cumulative; no shares authorized, issued or outstanding at May 31, 2014 and March 1, 2014; 250,000 shares authorized, 202,480 shares issued and 202,196 shares outstanding at June 1, 2013	—			—			2
Junior cumulative; no shares authorized, issued or outstanding at May 31, 2014 and March 1, 2014; 250,000 shares authorized, 202,480 shares issued and 202,196 shares outstanding at June 1, 2013	—			—			2
Additional paid-in capital	854,174			853,295			455,346
Accumulated other comprehensive (loss) income	(1,111		)	1,683			(158		)
Retained deficit	(661,850		)	(658,271		)	(318,626		)
Treasury stock, no shares at May 31, 2014 and March 1, 2014;13,426 shares at June 1, 2013	—			—			(787		)
Total shareholders’ equity	191,693			197,186			135,808
Total liabilities and shareholders’ equity	$	775,196		$	783,149		$	744,152

See accompanying notes.

4

The Container Store Group, Inc.

Consolidated statements of operations

	Thirteen Weeks Ended
	May 31,			June 1,
(In thousands, except share and per share amounts) (unaudited)	2014			2013
Net sales	$	173,438		$	159,645
Cost of sales (excluding depreciation and amortization)	72,586			66,441
Gross profit	100,852			93,204
Selling, general, and administrative expenses (excluding depreciation and amortization)	91,189			83,449
Pre-opening costs	2,987			1,962
Depreciation and amortization	7,256			7,470
Restructuring charges	—			241
Other expenses	525			219
Loss on disposal of assets	100			22
Loss from operations	(1,205		)	(159		)
Interest expense	4,302			5,555
Loss on extinguishment of debt	—			1,101
Loss before taxes	(5,507		)	(6,815		)
Benefit for income taxes	(1,928		)	(2,020		)
Net loss	$	(3,579	)	$	(4,795	)
Less: Distributions accumulated to preferred shareholders	—			(22,299		)
Net loss available to common shareholders	$	(3,579	)	$	(27,094	)
Basic and diluted net loss per common share	$	(0.07	)	$	(9.25	)
Weighted-average common shares outstanding - basic and diluted	47,946,616			2,929,468

See accompanying notes.

5

The Container Store Group, Inc.

Consolidated statements of comprehensive income (loss)

	Thirteen Weeks Ended
	May 31,			June 1,
(In thousands) (unaudited)	2014			2013
Net loss	$	(3,579	)	$	(4,795	)
Unrealized loss on financial instruments, net of taxes of ($16) and $111	(53		)	(945		)
Pension liability adjustment	61			—
Foreign currency translation adjustment	(2,802		)	(1,926		)
Comprehensive loss	$	(6,373	)	$	(7,666	)

See accompanying notes.

6

The Container Store Group, Inc.

Consolidated statements of cash flows

	Thirteen Weeks Ended
	May 31,			June 1,
(In thousands) (unaudited)	2014			2013
Operating activities
Net loss	$	(3,579	)	$	(4,795	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	7,256			7,470
Stock-based compensation	277			99
Excess tax benefit from stock-based compensation	(15		)	—
Loss on disposal of property and equipment	100			22
Deferred tax benefit	(2,106		)	(1,791		)
Noncash refinancing expense	—			723
Noncash interest	489			434
Changes in operating assets and liabilities:
Accounts receivable	2,558			2,090
Inventory	(9,728		)	(9,523		)
Prepaid expenses and other assets	5,369			5,076
Accounts payable and accrued liabilities	(5,489		)	(4,205		)
Income taxes payable	(3,340		)	(3,128		)
Other noncurrent liabilities	445			255
Net cash used in operating activities	(7,763		)	(7,273		)
Investing activities
Additions to property and equipment	(13,418		)	(9,450		)
Proceeds from sale of property and equipment	—			388
Net cash used in investing activities	(13,418		)	(9,062		)
Financing activities
Borrowings on revolving lines of credit	18,334			16,334
Payments on revolving lines of credit	(9,961		)	(11,205		)
Borrowings on long-term debt	8,000			95,000
Payments on long-term debt	(5,172		)	(2,203		)
Payment of debt issuance costs	—			(3,046		)
Proceeds from the exercise of stock options	587			—
Excess tax benefit from stock-based compensation	15			—
Payment of distributions to preferred shareholders	—			(90,000		)
Net cash provided by financing activities	11,803			4,880
Effect of exchange rate changes on cash	(58		)	(193		)
Net decrease in cash	(9,436		)	(11,648		)
Cash at beginning of period	18,046			25,351
Cash at end of period	$	8,610		$	13,703

See accompanying notes.

7

The Container Store Group, Inc.

Notes to consolidated financial statements (unaudited)

(In thousands, except share amounts and unless otherwise stated)

May 31, 2014

1.Description of business and basis of presentation

These financial statements should be read in conjunction with the financial statement disclosures in our Annual Report on Form 10-K for the fiscal year ended March 1, 2014, filed with the Securities and Exchange Commission on May 28, 2014.  We use the same accounting policies in preparing quarterly and annual financial statements.  All adjustments necessary for a fair presentation of quarterly operating results are reflected herein and are of a normal, recurring nature.

Description of business

The Container Store, Inc. was founded in 1978 in Dallas, Texas, as a retailer with a mission to provide customers with storage and organization solutions through an assortment of innovative products and unparalleled customer service. As of May 31, 2014, The Container Store, Inc. operates 66 stores with an average size of approximately 19,000 selling square feet in 24 states and the District of Columbia. The Container Store, Inc. also offers all of its products directly to its customers through its website and call center. The Container Store, Inc.’s wholly owned Swedish subsidiary, Elfa International AB (“Elfa”) designs and manufactures component-based shelving and drawer systems and made-to-measure sliding doors.  elfa® branded products are sold exclusively in the United States in The Container Store retail stores, website and call center, and Elfa sells to various retailers on a wholesale basis in approximately 30 countries around the world, with a concentration in the Nordic region of Europe. In 2007, The Container Store, Inc. was sold to The Container Store Group, Inc. (the “Company”), a holding company, of which a majority stake was purchased by Leonard Green and Partners, L.P. (“LGP”), with the remainder held by certain employees of The Container Store, Inc.  On November 6, 2013, the Company completed its initial public offering (the “IPO”).  Following the Company’s IPO, LGP continues to maintain a controlling interest in the ownership of the Company.

Seasonality

The Company’s business is moderately seasonal in nature and, therefore, the results of operations for the thirteen weeks ended May 31, 2014 are not necessarily indicative of the operating results for the full year.  Demand is generally highest in the fourth fiscal quarter due to Our Annual elfa® Sale, and lowest in the first fiscal quarter.

Reclassifications

Certain prior period amounts have been reclassified in order to provide consistent comparative information. These reclassifications do not materially impact the consolidated financial statements for the prior periods presented.

Recent accounting pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, an updated standard on revenue recognition. ASU 2014-09 provides enhancements to the quality and consistency of how revenue is reported while also improving comparability in the financial statements of companies reporting using IFRS and US GAAP.  The core principle of the new standard is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and improve guidance for multiple-element arrangements.  ASU 2014-09 will be effective for the Company in the first quarter of fiscal 2017 and may be applied on a full retrospective or modified retrospective approach. The Company is still evaluating the impact of implementation of this standard on its financial statements.

8

2.  Long-term debt and revolving lines of credit

On April 1, 2014, Elfa entered into a master credit agreement with Nordea Bank AB (“Nordea”), which consists of a SEK 60.0 million term loan facility (approximately $9.0 million as of May 31, 2014) and a SEK 140.0 million (approximately $20.9 million as of May 31, 2014) revolving credit facility. The master credit agreement begins on August 29, 2014 and matures on August 29, 2019, or such shorter period as provided by the agreement. Under the master credit agreement, Elfa is required to make quarterly principal payments under the term loan facility in the amount of SEK 3.0 million (approximately $0.4 million as of May 31, 2014) through maturity. The term loan facility bears interest at STIBOR + 1.7% and the revolving credit facility bears interest at Nordea’s base rate + 1.4%, and these rates are applicable until August 29, 2017, at which time the interest rates may be renegotiated at the request of either party to the agreement. Should the parties fail to agree on new interest rates, Elfa has the ability to terminate the agreement on August 29, 2017, at which time all borrowings under the agreement shall be paid in full to Nordea.

On May 13, 2014, Elfa entered into a credit facility with Nordea for SEK 15.0 million (approximately $2.2 million as of May 31, 2014) (the “Short Term Credit Facility”).  The Short Term Credit Facility accrues interest at 2.53% and matures on August 28, 2014, at which time all borrowings under the agreement will be paid in full to Nordea.  The total amount of borrowings available under the Short Term Credit Facility was used to pay a mortgage owed on the Poland manufacturing facility in full in the first quarter of fiscal 2014.

3. Detail of certain balance sheet accounts

	May 31,		March 1,		June 1,
	2014		2014		2013
Inventory:
Raw materials	$	4,668	$	4,677	$	5,061
Work in progress	1,604		1,683		2,221
Finished goods	88,354		79,235		83,868
	$	94,626	$	85,595	$	91,150
Accrued liabilities:
Accrued payroll, benefits, and bonuses	$	19,509	$	23,679	$	17,750
Unearned revenue	4,472		11,338		3,498
Accrued transaction and property tax	9,370		7,949		6,916
Gift cards and store credits outstanding	7,943		6,900		7,043
Accrued interest	2,453		2,481		3,529
Other accrued liabilities	10,673		8,149		9,110
	$	54,420	$	60,496	$	47,846

9

4.  Net income (loss) per common share

Basic net income (loss) per common share is computed as net income (loss) available to common shareholders divided by the weighted-average number of common shares outstanding for the period. Net income (loss) available to common shareholders is computed as net income (loss) less accumulated distributions to preferred shareholders for the period.  Diluted net income (loss) per share is computed as net income (loss) available to common shareholders divided by the weighted-average number of common shares outstanding for the period plus common stock equivalents consisting of shares subject to stock-based awards with exercise prices less than or equal to the average market price of the Company’s common stock for the period, to the extent their inclusion would be dilutive. Potential dilutive securities are excluded from the computation of diluted net income (loss) per share if their effect is anti-dilutive.

The following is a reconciliation of net loss available to common shareholders and the number of shares used in the basic and diluted net loss per share calculations:

	Thirteen Weeks Ended
	May 31,			June 1,
	2014			2013
Numerator:
Net loss	$	(3,579	)	$	(4,795	)
Less: Distributions accumulated to preferred shareholders	—			(22,299		)
Net loss available to common shareholders	$	(3,579	)	$	(27,094	)
Denominator:
Weighted-average common shares outstanding — basic and diluted	47,946,616			2,929,468
Basic and diluted net loss per common share	$	(0.07	)	$	(9.25	)
Antidilutive securities not included:
Stock options outstanding	764,192			—

5.  Pension plans

The Company provides pension benefits to the employees of Elfa under collectively bargained pension plans in Sweden, which are recorded in other long-term liabilities. The defined benefit plan provides benefits for participating employees based on years of service and final salary levels at retirement. The defined benefit plans are unfunded and approximately 2% of Elfa employees are participants in the defined benefit pension plan. Certain employees also participate in defined contribution plans for which Company contributions are determined as a percentage of participant compensation. The Company contributed $926 and $830 for defined contribution plans in the thirteen weeks ended May 31, 2014 and June 1, 2013, respectively.

6.  Income taxes

The Company’s effective income tax rate for the thirteen weeks ended May 31, 2014 was 35.0% compared to 29.6% for the thirteen weeks ended June 1, 2013. The increase in the effective tax rate is primarily due to a shift in the mix of projected domestic and foreign earnings, as well as fluctuations in the valuation allowance recorded against domestic earnings in the first quarter of fiscal 2013.

10

7.  Commitments and contingencies

In connection with insurance policies, The Container Store, Inc. has outstanding standby letters of credit totaling $2,986 as of May 31, 2014.

The Company is subject to ordinary litigation and routine reviews by regulatory bodies that are incidental to its business, none of which is expected to have a material adverse effect on the Company’s financial condition, results of operations, or cash flows on an individual basis or in the aggregate.

8.  Accumulated other comprehensive income

Accumulated other comprehensive income (“AOCI”) consists of changes in our foreign currency forward contracts, minimum pension liability, and foreign currency translation. The components of AOCI, net of tax, are shown below for the thirteen weeks ended May 31, 2014:

	Foreign currency forward contracts			Minimum pension liability			Foreign currency translation			Total
Balance at March 1, 2014	$	53		$	(1,153	)	$	2,783		$	1,683
Other comprehensive (loss) income before reclassifications, net of tax	—			61			(2,802		)	(2,741		)
Amounts reclassified to earnings, net of tax	(53		)	—			—			(53		)
Net current period other comprehensive (loss) income	(53		)	61			(2,802		)	(2,794		)
Balance at May 31, 2014	$	—		$	(1,092	)	$	(19	)	$	(1,111	)

Amounts reclassified from AOCI to earnings for the foreign currency forward contracts category are generally included in cost of sales in the Company’s consolidated statements of operations. For a description of the Company’s use of foreign currency forward contracts, refer to Note 9.

9.  Foreign currency forward contracts

The Company’s international operations and purchases of its significant product lines from foreign suppliers are subject to certain opportunities and risks, including foreign currency fluctuations. The Company utilizes foreign currency forward exchange contracts in Swedish krona to stabilize its retail gross margins and to protect its domestic operations from downward currency exposure by hedging purchases of inventory from its wholly owned subsidiary, Elfa. During the thirteen weeks ended May 31, 2014 and June 1, 2013, the Company used forward contracts for zero and 90.4% of inventory purchases in Swedish krona, respectively. All of the Company’s currency-related hedge instruments have terms from 1 to 12 months and require the Company to exchange currencies at agreed-upon rates at settlement.

The counterparties to the contracts consist of a limited number of major domestic and international financial institutions. The Company does not hold or enter into financial instruments for trading or speculative purposes. The Company records its financial hedge instruments on a gross basis and generally does not require collateral from these counterparties because it does not expect any losses from credit exposure. The Company did not have any material financial hedge instruments that did not qualify for hedge accounting treatment as of May 31, 2014, March 1, 2014 and June 1, 2013.

11

The Company records all foreign currency forward contracts on its consolidated balance sheet at fair value. Forward contracts not designated as hedges are adjusted to fair value through income. The Company accounts for its foreign currency hedge instruments as cash flow hedges, as defined. Changes in the fair value of the foreign currency hedge instruments that are considered to be effective, as defined, are recorded in other comprehensive income (loss) until the hedged item (inventory) is sold to the customer, at which time the deferred gain or loss is recognized through cost of sales. Any portion of a change in the foreign currency hedge instrument’s fair value that is considered to be ineffective, as defined, or that the Company has elected to exclude from its measurement of effectiveness, is immediately recorded in earnings as cost of sales. The Company records the fair value of its unsettled foreign currency forward contracts as cash flow hedges. As of May 31, 2014 and March 1, 2014, the Company had no unsettled foreign currency forward contracts.  As of June 1, 2013, the Company had $329 in fair value of its unsettled foreign currency forward contracts recorded as a total current asset in the accompanying consolidated balance sheets.

The change in fair value of the Company’s foreign currency forward contracts that qualify as cash flow hedges and are included in accumulated other comprehensive income (loss), net of taxes, are presented in Note 8 of these financial statements.

10.  Fair value measurements

Under generally accepted accounting principles, the Company is required to a) measure certain assets and liabilities at fair value or b) disclose the fair values of certain assets and liabilities recorded at cost. Accounting standards define fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. Fair value is calculated assuming the transaction occurs in the principal or most advantageous market for the asset or liability and includes consideration of non-performance risk and credit risk of both parties. Accounting standards pertaining to fair value establish a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value. These tiers include:

·Level 1—Valuation inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

·Level 2—Valuation inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

·Level 3—Valuation inputs are unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques.

As of May 31, 2014, March 1, 2014 and June 1, 2013, the Company held certain items that are required to be measured at fair value on a recurring basis. These included the nonqualified retirement plan and foreign currency forward contracts. The nonqualified retirement plan consists of investments purchased by employee contributions to retirement savings accounts. Foreign currency forward contracts are related to the Company’s attempts to hedge foreign currency fluctuation on purchases of inventory in Swedish krona. The Company’s foreign currency hedge instruments consist of over-the-counter (OTC) contracts, which are not traded on a public exchange. See Note 9 for further information on the Company’s hedging activities.

The fair values of the nonqualified retirement plan and foreign currency forward contracts are determined based on the market approach which utilizes inputs that are readily available in public markets or can be derived from information available in publicly quoted markets for comparable assets. Therefore, the Company has categorized these items as Level 2. The Company also considers counterparty credit risk and its own credit risk in its determination of all estimated fair values. The Company has consistently applied these valuation techniques in all periods presented and believes it has obtained the most accurate information available for the types of contracts it holds.

12

The following items are measured at fair value on a recurring basis, subject to the disclosure requirements of ASC 820, Fair Value Measurements:

			May 31,		March 1,		June 1,
Description		Balance Sheet Location	2014		2014		2013
Assets
Nonqualified retirement plan	Level 2	Other current assets	$	3,555	$	3,401	$	2,817
Foreign currency hedge instruments	Level 2	Forward contracts	—		—		329
Total assets			$	3,555	$	3,401	$	3,146
Liabilities
Nonqualified retirement plan	Level 2	Accrued liabilities	3,563		3,417		2,824
Total liabilities			$	3,563	$	3,417	$	2,824

The fair values of long-term debt were estimated using discounted cash flow analyses, quoted prices, as well as recent transactions for similar types of borrowing arrangements. As of May 31, 2014, March 1, 2014 and June 1, 2013, the carrying values and estimated fair values of the Company’s long-term debt, including current maturities, were:

		May 31, 2014
		Carrying		Fair
		value		value
Senior secured term loan facility	Level 2	$	327,628	$	326,808
Elfa term loan facility	Level 2	935		935
Revolving credit facility	Level 3	8,000		8,000
Other loans	Level 3	1,484		1,484
		$	338,047	$	337,227

		March 1, 2014
		Carrying		Fair
		value		value
Senior secured term loan facility	Level 2	$	328,533	$	330,176
Elfa term loan facility	Level 2	1,950		1,948
Other loans	Level 3	4,768		4,686
		$	335,251	$	336,810

		June 1, 2013
		Carrying		Fair
		value		value
Senior secured term loan facility	Level 2	$	362,250	$	362,250
Elfa term loan facility	Level 3	4,719		4,776
Revolving credit facility	Level 3	5,000		5,000
Other loans	Level 3	5,902		5,892
		$	377,871	$	377,918

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11.  Segment reporting

The Company’s operating segments were determined on the same basis as how it evaluates the performance internally. The Company’s two operating segments consist of TCS and Elfa. The TCS segment includes the Company’s retail stores, website and call center, as well as the installation services business.

The Elfa segment includes the manufacturing business that produces the elfa® brand products that are sold domestically exclusively through the TCS segment, as well as on a wholesale basis in approximately 30 countries around the world with a concentration in the Nordic region of Europe. The intersegment sales in the Elfa column represent elfa® product sales to the TCS segment. These sales and the related gross margin on merchandise recorded in TCS inventory balances at the end of the period are eliminated for consolidation purposes in the Corporate/Other column. The net sales to third parties in the Elfa column represent sales to customers outside of the United States.

Amounts in the Corporate/Other column include unallocated corporate expenses and assets, intersegment eliminations and other adjustments to segment results necessary for the presentation of consolidated financial results in accordance with generally accepted accounting principles.

In general, the Company uses the same measurements to calculate earnings or loss before income taxes for operating segments as it does for the consolidated company. However, interest expense related to the Senior Secured Term Loan Facility and the Revolving Credit Facility is recorded in the Corporate/Other column.

						Corporate/
Thirteen Weeks Ended May 31, 2014	TCS			Elfa		Other			Total
Net sales to third parties	$	149,729		$	23,709	$	—		$	173,438
Intersegment sales	—			8,468		(8,468		)	—
Interest expense, net	7			161		4,134			4,302
Income (loss) before taxes	(102		)	251		(5,656		)	(5,507		)
Assets(1)	604,651			142,748		27,797			775,196

						Corporate/
Thirteen Weeks Ended June 1, 2013	TCS		Elfa			Other			Total
Net sales to third parties	$	137,479	$	22,166		$	—		$	159,645
Intersegment sales	—		8,309			(8,309		)	—
Interest expense, net	17		240			5,298			5,555
Income (loss) before taxes(2)	2,722		(1,150		)	(8,387		)	(6,815		)
Assets(1)	579,820		138,259			26,073			744,152

(1)  Tangible assets in the Elfa column are located outside of the United States. Assets in Corporate/Other include assets located in the corporate headquarters and distribution center. Assets in Corporate/Other also include deferred tax assets and the fair value of forward contracts.

(2)  The Corporate/Other column includes $1,101 loss on extinguishment of debt during the thirteen weeks ended June 1, 2013.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary note regarding forward-looking statements

This report, including this Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.  These include, but are not limited to: a decline in the health of the economy and the purchase of discretionary items; risks related to new store openings; our inability to source and market our products to meet customer preferences or inability to offer customers an aesthetically pleasing shopping environment; our dependence on a single distribution center for all of our stores; the vulnerability of our facilities and systems to natural disasters and other unexpected events; risks related to our reliance on independent third-party transportation providers for substantially all of our product shipments; our dependence on our brand image and any inability to protect our brand; our failure to successfully anticipate consumer demand and manage inventory commensurate with demand; our failure to effectively manage our growth; our inability to lease space on favorable terms; fluctuations in currency exchange rates; our incurrence of  net losses in the past and the risk that we will experience net losses in the future; risks related to our inability to obtain capital on satisfactory terms or at all; our inability to effectively manage online sales; risks related to a security breach or cyber-attack of our website or information technology systems, and other damage to such systems; effects of competition on our business; our inability to obtain merchandise from our vendors on a timely basis and at competitive prices; the risk that our vendors may sell their products to our competitors; our dependence on key executive management; our inability to find, train and retain key personnel; labor activities and unrest; rising health care and labor costs; risks associated with our dependence on foreign imports; risks related to violations of anti-bribery and anti-kickback laws; risks related to our indebtedness; risks related to our fixed lease obligations; risks related to litigation; product recalls and/or product liability and changes in product safety and consumer protection laws; changes in statutory, regulatory, accounting and other legal requirements; the risk that our operating and financial performance in a given period will not meet the guidance we provided to the public; risks related to changes in estimates or projections used to assess the fair value of our intangible assets; significant increases in raw material prices or energy costs; fluctuations in our tax obligations, effective tax rate and realization of deferred tax assets; seasonal fluctuations in our operating results; material disruptions in one of our Elfa manufacturing facilities; our inability to protect our intellectual property rights and claims that we have infringed third parties’  intellectual property rights; risks related to our status as a controlled company; significant fluctuations in the price of our common stock; substantial future sales of our common stock, or the perception that such sales may occur, which could depress the price of our common stock; increased costs of being a public company; anti-takeover provisions in our governing documents, which could delay or prevent a change in control; reduced disclosure requirements applicable to emerging growth companies, which could make our stock less attractive to investors; and our failure to establish and maintain effective internal controls. Other important risk factors that could affect the outcome of the events set forth in these statements and that could affect our operating results and financial condition are described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended March 1, 2014, filed with the Securities and Exchange Commission (the “SEC”) on May 28, 2014.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this report. Because forward-looking statements are inherently subject to risks and uncertainties, you should not rely on these forward-looking statements as predictions of future events. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein after the date of this report, whether as a result of any new information, future events or otherwise.

15

Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to the “Company,”  “we,” “us,” and “our” refer to The Container Store Group, Inc. and, where appropriate, its subsidiaries.

We follow a 5-4-4 fiscal calendar, whereby each fiscal quarter consists of thirteen weeks grouped into one five-week “month” and two four-week “months”, and our fiscal year is the 52- or 53-week period ending on the Saturday closest to February 28. The first quarter of fiscal 2014 ended on May 31, 2014 and the first quarter of fiscal 2013 ended on June 1, 2013, and both included thirteen weeks.

Overview

We are the leading specialty retailer of storage and organization products in the United States. We are the original storage and organization specialty retailer and the only national retailer solely devoted to the category. Our goal is to help provide order to an increasingly busy and chaotic world. We provide creative, multifunctional, customizable storage and organization solutions that help our customers save time, save space and improve the quality of their lives. The breadth, depth and quality of our product offerings are designed to appeal to a broad demographic, including our core customers, who are predominantly female, affluent, highly educated and busy.

Our operations consist of two operating segments:

·      The Container Store (“TCS”), which consists of our retail stores, website and call center, as well as our installation services business. As of May 31, 2014, we operated 66 stores with an average size of approximately 19,000 selling square feet in 24 states and the District of Columbia. We also offer all of our products directly to customers through our website and call center. Our stores receive all products directly from our distribution center co-located with our corporate headquarters in Coppell, Texas.

·      Elfa, The Container Store, Inc.’s wholly owned Swedish subsidiary, Elfa International AB (“Elfa”), which designs and manufactures component-based shelving and drawer systems and made-to-measure sliding doors. Elfa was founded in 1948 and is headquartered in Malmö, Sweden. Elfa’s shelving and drawer systems are customizable for any area of the home, including closets, kitchens, offices and garages. Elfa operates four manufacturing facilities with two located in Sweden, one in Finland and one in Poland. The Container Store began selling elfa® products in 1978 and acquired Elfa in 1999. Today our TCS segment is the exclusive distributor of elfa® products in the U.S.  Elfa also sells its products on a wholesale basis to various retailers in approximately 30 countries around the world, with a concentration in the Nordic region of Europe.

Note on Dollar Amounts

All dollar amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are in thousands, except per share amounts and unless otherwise stated.

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Results of Operations

The following data represents the amounts shown in our unaudited consolidated statements of operations expressed in dollars and as a percentage of net sales and operating data for the periods presented (categories that are only applicable to our TCS segment are noted with (*) and to our Elfa segment with (+)). For segment data, see Note 11 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

	Thirteen Weeks Ended
	May 31,			June 1,
	2014			2013
Net sales	$	173,438		$	159,645
Cost of sales (excluding depreciation and amortization)	72,586			66,441
Gross profit	100,852			93,204
Selling, general, and administrative expenses (excluding depreciation and amortization)	91,189			83,449
Pre-opening costs*	2,987			1,962
Depreciation and amortization	7,256			7,470
Restructuring charges+	—			241
Other expenses	525			219
Loss on disposal of assets	100			22
Loss from operations	(1,205		)	(159		)
Interest expense	4,302			5,555
Loss on extinguishment of debt*	—			1,101
Loss before taxes	(5,507		)	(6,815		)
Benefit for income taxes	(1,928		)	(2,020		)
Net loss	$	(3,579	)	$	(4,795	)

	Thirteen Weeks Ended
	May 31,			June 1,
	2014			2013
Percentage of net sales:
Net sales	100.0		%	100.0		%
Cost of sales (excluding depreciation and amortization)	41.9		%	41.6		%
Gross profit	58.1		%	58.4		%
Selling, general and administrative expenses (excluding depreciation and amortization)	52.6		%	52.3		%
Pre-opening costs*	1.7		%	1.2		%
Depreciation and amortization	4.2		%	4.7		%
Restructuring charges+	0.0		%	0.2		%
Other expenses	0.3		%	0.1		%
Loss on disposal of assets	0.1		%	0.0		%
Loss from operations	(0.7		)%	(0.1		)%
Interest expense, net	2.5		%	3.5		%
Loss on extinguishment of debt*	0.0		%	0.7		%
Loss before taxes	(3.2		)%	(4.3		)%
Benefit for income taxes	(1.1		)%	(1.3		)%
Net loss	(2.1		)%	(3.0		)%
Operating data:
Comparable store sales growth for the period(1)*	(0.8		)%	2.7		%
Number of stores open at end of period*	66			60
Average ticket(2)*	$	56.88		$	56.04
Non-GAAP measures(3):
Adjusted EBITDA(4)	$	10,202		$	10,591
Adjusted net loss(5)	$	(3,579	)	$	(3,214	)
Adjusted net loss per common share - diluted(5)	$	(0.07	)	$	(0.07	)

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(1) A store is included in the comparable store sales calculation on the first day of the sixteenth full fiscal month following the store’s opening. When a store is relocated, we continue to consider sales from that store to be comparable store sales. Net sales from our website and call center are also included in calculations of comparable store sales. The comparable store sales growth operating measure in a given period is based on merchandise orders placed in that period, which may not always reflect when the merchandise is delivered to the customer. The comparable store sales growth metric is an operating measure intended only as supplemental information and is not a substitute for net sales presented in accordance with generally accepted accounting principles.

(2) Average ticket for all periods is calculated by dividing (a) sales of merchandise by our TCS segment for that period (regardless of whether such sales are included in comparable store sales for such period) by (b) the number of transactions for that period comprising such sales. Average ticket is an operating measure intended only as supplemental information and is not a substitute for net sales presented in accordance with generally accepted accounting principles.

(3) We have presented certain non-GAAP measures as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. These non-GAAP measures should not be considered as alternatives to net income (loss) as a measure of financial performance or cash flows from operations as a measure of liquidity, or any other performance measure derived in accordance with GAAP and they should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.  These non-GAAP measures are key metrics used by management and our board of directors to assess our financial performance.  These non-GAAP measures are frequently used by analysts, investors and other interested parties to evaluate companies in our industry. In evaluating these non-GAAP measures, you should be aware that in the future we will incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of these non-GAAP measures should not be construed to imply that our future results will be unaffected by any such adjustments. Management compensates for these limitations by relying on our GAAP results in addition to using non-GAAP measures supplementally. Our non-GAAP measures are not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation.

(4) EBITDA and Adjusted EBITDA have been presented as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow for management’s discretionary use, as they do not reflect certain cash requirements such as tax payments, debt service requirements, capital expenditures, store openings and certain other cash costs that may recur in the future. EBITDA and Adjusted EBITDA contain certain other limitations, including the failure to reflect our cash expenditures, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized.

18

A reconciliation of the GAAP financial measure of net loss to the non-GAAP financial measures of EBITDA and Adjusted EBITDA is set forth below:

	Thirteen Weeks Ended
	May 31,			June 1,
	2014			2013
Net loss	$	(3,579	)	$	(4,795	)
Depreciation and amortization	7,256			7,470
Interest expense, net	4,302			5,555
Income tax benefit	(1,928		)	(2,020		)
EBITDA	6,051			6,210
Management fees(a)	—			250
Pre-opening costs*(b)	2,987			1,962
IPO costs*(c)	—			56
Noncash rent*(d)	410			391
Restructuring charges+(e)	—			241
Stock-based compensation(f)	277			99
Loss on extinguishment of debt*(g)	—			1,101
Foreign exchange (gains) losses(h)	(72		)	94
Other adjustments(i)	549			187
Adjusted EBITDA	$	10,202		$	10,591

(a)Fees paid to Leonard Green and Partners, L.P. in accordance with our management services agreement, which was terminated on November 6, 2013 in association with our initial public offering (“IPO”).

(b)Non-capital expenditures associated with relocating stores and opening new stores, including rent, marketing expenses, travel and relocation costs, and training costs. We adjust for these costs to facilitate comparisons of our performance from period to period.

(c)Charges incurred in connection with our IPO, which we do not expect to recur and do not consider in our evaluation of ongoing performance.

(d)Reflects the extent to which our annual GAAP rent expense has been above or below our cash rent payment due to lease accounting adjustments. The adjustment varies depending on the average age of our lease portfolio (weighted for size), as our GAAP rent expense on younger leases typically exceeds our cash cost, while our GAAP rent expense on older leases is typically less than our cash cost.

(e)Includes charges incurred to restructure business operations at Elfa, including the sale of a subsidiary in Germany during fiscal 2012, which we do not consider in our evaluation of our ongoing performance.

(f)Non-cash charges related to stock-based compensation programs, which vary from period to period depending on volume and vesting timing of awards. We adjust for these charges to facilitate comparisons from period to period.

(g)Loss recorded as a result of the amendment made to the Senior Secured Term Loan Facility in April 2013, which we do not consider in our evaluation of our ongoing operations.

(h)Realized foreign exchange transactional gains/losses.

(i)Other adjustments include amounts our management does not consider in our evaluation of our ongoing operations, including costs incurred in preparation for being a public company and other charges.

(5) Adjusted net loss and adjusted net loss per common share — diluted have been presented as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP.  We define adjusted net loss as net loss available to common shareholders before distributions accumulated to preferred shareholders, stock-based compensation and other costs in connection with our IPO, restructuring charges, impairment charges related to intangible assets, losses on extinguishment of debt, and the tax impact of these adjustments and other unusual or infrequent tax items. We define adjusted net loss per common share — diluted as adjusted net loss divided by the number of fully diluted shares outstanding as of the end of the current fiscal period (i.e. May 31, 2014), assuming those shares were outstanding at the beginning of all periods presented.  We use adjusted net loss and adjusted net loss per common share — diluted to supplement GAAP measures of performance to evaluate the effectiveness of our business strategies, to make budgeting decisions and to compare our performance against that of other peer companies using similar measures.

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A reconciliation of the GAAP financial measures of net loss available to common shareholders and diluted net loss per common share to the non-GAAP financial measures of adjusted net loss and adjusted net loss per common share - diluted is set forth below:

	Thirteen Weeks Ended
	May 31,			June 1,
	2014			2013
Numerator:
Net loss available to common shareholders	$	(3,579	)	$	(27,094	)
Distributions accumulated to preferred shareholders(a)	—			22,299
IPO costs*(b)	—			56
Restructuring charges+(c)	—			241
Loss on extinguishment of debt*(d)	—			1,101
Taxes(e)	—			183
Adjusted net loss	$	(3,579	)	$	(3,214	)
Denominator:
Weighted average common shares outstanding — diluted	47,946,616			2,929,468
Adjust weighting factor of outstanding shares(f)	28,213			45,045,361
Adjusted weighted average common shares outstanding -diluted	47,974,829			47,974,829
Adjusted net loss per common share - diluted	$	(0.07	)	$	(0.07	)

(a)Distributions accumulated to preferred shareholders in arrears were eliminated  in association with our IPO and are not considered in our evaluation of ongoing performance.

(b)Charges incurred in connection with our IPO, which we do not expect to recur and do not consider in our evaluation of ongoing performance.

(c)Includes charges incurred to restructure business operations at Elfa, including the sale of a subsidiary in Germany, which we do not consider in our evaluation of our ongoing performance.

(d)Loss recorded as a result of the amendment made to the Senior Secured Term Loan Facility in April 2013, which we do not consider in our evaluation of our ongoing performance.

(e)Tax impact of adjustments to net loss, as well as other unusual or infrequent tax items, including the exclusion of the impact of certain valuation allowances on deferred tax assets, which we do not consider in our evaluation of ongoing performance.

(f)Calculated based on assumption that the number of diluted shares outstanding as of the end of the current fiscal period (i.e. May 31, 2014) were outstanding at the beginning of all periods presented.

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First thirteen weeks of fiscal 2014 compared to first thirteen weeks of fiscal 2013

Net sales

The following table summarizes our net sales for the first thirteen weeks of fiscal 2014 and fiscal 2013:

	May 31, 2014		% total		June 1, 2013		% total
TCS net sales	$	149,729	86.3	%	$	137,479	86.1	%
Elfa third party net sales	23,709		13.7	%	22,166		13.9	%
Net sales	$	173,438	100.0	%	$	159,645	100.0	%

Net sales in the first thirteen weeks of fiscal 2014 increased by $13,793, or 8.6%, compared to the first thirteen weeks of fiscal 2013. This increase is comprised of the following components:

	Net sales
Net sales for the first thirteen weeks of fiscal 2013	$	159,645
Incremental net sales increase due to:
New stores	8,105
Comparable stores (including a $1,548, or 24.5%, increase in online sales)	2,835
Elfa third party net sales	1,543
Installation services	1,085
Other	225
Net sales for the first thirteen weeks of fiscal 2014	$	173,438

The increase in net sales was driven by new stores, with eight stores generating $8,105 of incremental sales, five of which were opened in fiscal 2013 and three of which were opened in the first quarter of fiscal 2014.  Although the comparable store sales operating measure based on merchandise orders placed during the first quarter of fiscal 2014 declined 0.8%, net sales from comparable stores based on merchandise deliveries increased by $2,835, primarily due to the weather-related extension of Our Annual elfa® Sale in the fourth quarter of fiscal 2013.  This led to an increase in merchandise delivered to customers during the first quarter of fiscal 2014 as compared to the first quarter of fiscal 2013.  Additionally, there was a $1,543 increase in Elfa third party net sales, which was primarily related to a promotional campaign, as well as improved market conditions in the Nordic market.  Installation services increased by $1,085, due to an ongoing, focused effort to increase the number of installed spaces sold.

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Gross profit and gross margin

Gross profit in the first thirteen weeks of fiscal 2014 increased by $7,648, or 8.2%, compared to the first thirteen weeks of fiscal 2013. The increase in gross profit was primarily the result of increased sales. The following table summarizes the gross margin for the first thirteen weeks of fiscal 2014 and fiscal 2013 by segment and total. The segment margins include the impact of inter-segment sales from the Elfa segment to the TCS segment:

	May 31, 2014		June 1, 2013
TCS gross margin	58.2	%	58.9	%
Elfa gross margin	40.9	%	40.3	%
Total gross margin	58.1	%	58.4	%

TCS gross margin declined by 70 basis points, as the extension of Our Annual elfa® Sale in the fourth quarter of fiscal 2013 led to an increase in discounted merchandise delivered to customers during the first quarter of fiscal 2014 as compared to the first quarter of fiscal 2013. TCS gross margin was also impacted to a lesser extent by the appreciation of the Swedish krona to the US dollar year over year.  Elfa gross margin improved primarily due to improved leverage of fixed costs during the quarter. On a consolidated basis, gross margin declined 30 basis points, as the improvement in Elfa gross margin was more than offset by the decline in TCS gross margin, due to a larger percentage of net sales coming from the TCS segment.

Selling, general and administrative expenses

Selling, general and administrative expenses in the first thirteen weeks of fiscal 2014 increased by $7,740, or 9.3%, compared to the first thirteen weeks of fiscal 2013. The increase in selling, general and administrative expenses was primarily due to the increase in sales. The following table summarizes selling, general and administrative expenses as a percentage of consolidated net sales for the first thirteen weeks of fiscal 2014 and fiscal 2013:

	May 31, 2014		June 1, 2013
	% of net sales		% of net sales
TCS selling, general and administrative	46.0	%	45.3	%
Elfa selling, general and administrative	6.6	%	7.0	%
Total selling, general and administrative	52.6	%	52.3	%

TCS selling, general and administrative expenses increased by 70 basis points as a percentage of total net sales. The increase was primarily due to increased costs as a result of being a public company, as well as preparation for future growth and strategic initiatives.  The increased costs were partially offset by a decrease in occupancy expenses as a percent of total net sales during the quarter.  Elfa selling, general and administrative expenses decreased by 40 basis points as a percentage of total net sales.  The decrease was primarily due to lower sales and marketing expenses during the quarter.

Pre-opening costs

Pre-opening costs increased by $1,025, or 52.2% in the first thirteen weeks of fiscal 2014 to $2,987, as compared to $1,962 in the first thirteen weeks of fiscal 2013. We opened three stores in the first quarter of fiscal 2014, as compared to two stores in the first quarter of fiscal 2013.

Interest expense

Interest expense decreased $1,253, or 22.6% in the first thirteen weeks of fiscal 2014 to $4,302 as compared to $5,555 in the first thirteen weeks of fiscal 2013, primarily due to lower interest rates and repayments on debt obligations. In April 2013, The Container Store, Inc. executed an amendment to the Senior Secured Term Loan Facility (the “Increase and Repricing Transaction”), whereby borrowings under the Senior Secured Term Loan Facility were increased by $90,000 and accrued interest at a lower rate of LIBOR plus 4.25%, subject to a LIBOR floor of 1.25%.  Further, in November 2013, a second amendment was executed to the Senior Secured Term Loan Facility (the “Repricing Transaction”).  The Senior Secured Term Loan Facility now accrues interest at a rate of LIBOR + 3.25%, subject to a LIBOR floor of 1.00%.  Additionally, a $31,000 repayment on the Senior Secured Term Loan Facility was made in November 2013.

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Loss on extinguishment of debt

In the first thirteen weeks of fiscal 2013, we recorded expenses of $1,101 associated with the Increase and Repricing Transaction in April 2013, including the acceleration of deferred financing costs, legal fees, and other associated costs.

Taxes

The benefit for income taxes in the first thirteen weeks of fiscal 2014 was $1,928 as compared to $2,020 in the first thirteen weeks of fiscal 2013. The effective tax rate for the first quarter of fiscal 2014 was 35.0%, as compared to 29.6% in the first quarter of fiscal 2013.  The increase in the effective tax rate is primarily due to a shift in the mix of projected domestic and foreign earnings, as well as fluctuations in the valuation allowance recorded against domestic earnings in the first quarter of fiscal 2013.

Liquidity and Capital Resources

We rely on cash flows from operations, a $75,000 asset-based revolving credit agreement (the “Revolving Credit Facility” as further discussed under “Revolving Credit Facility” below), and the SEK 175.0 million (approximately $26,176 as of May 31, 2014) Elfa revolving credit facility (the “Elfa Revolving Credit Facility” as further discussed under “Elfa Senior Secured Credit Facilities” below) as our primary sources of liquidity. Our primary cash needs are for merchandise inventories, direct materials, payroll, store rent, capital expenditures associated with opening new stores and updating existing stores, as well as information technology and infrastructure, including distribution center and Elfa manufacturing facility enhancements. The most significant components of our operating assets and liabilities are merchandise inventories, accounts receivable, prepaid expenses and other assets, accounts payable, other current and non-current liabilities, taxes receivable and taxes payable. Our liquidity is seasonal as a result of our building inventory for key selling periods, and as a result, our borrowings are generally higher during these periods when compared to the rest of our fiscal year. Our borrowings generally increase in our second and third fiscal quarters as we prepare for Our Annual elfa® Sale which is in our fourth fiscal quarter. We believe that cash expected to be generated from operations and the availability of borrowings under the Revolving Credit Facility will be sufficient to meet liquidity requirements, anticipated capital expenditures and payments due under our existing credit facilities for at least the next 24 months.

At May 31, 2014, we had $8,610 of cash and $55,289 of additional availability under the Revolving Credit Facility and approximately $4,891 of additional availability under the Elfa Revolving Credit Facility. There were $2,986 in letters of credit outstanding under the Revolving Credit Facility at that date.

Cash flow analysis

A summary of our operating, investing and financing activities are shown in the following table:

	Thirteen Weeks Ended
	May 31,			June 1,
	2014			2013
Net cash used in operating activities	$	(7,763	)	$	(7,273	)
Net cash used in investing activities	(13,418		)	(9,062		)
Net cash provided by financing activities	11,803			4,880
Effect of exchange rate changes on cash	(58		)	(193		)
Net decrease in cash	$	(9,436	)	$	(11,648	)

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Net cash used in operating activities

Cash from operating activities consists primarily of net income adjusted for non-cash items, including depreciation and amortization, deferred taxes and the effect of changes in operating assets and liabilities.

Net cash used in operating activities was $7,763 for the thirteen weeks ended May 31, 2014. Non-cash items of $6,001 were offset by a net loss of $3,579 and a net change in operating assets and liabilities of $10,185, primarily due to an increase in merchandise inventory during the thirteen weeks ended May 31, 2014.

Net cash used in operating activities was $7,273 for the thirteen weeks ended June 1, 2013. Non-cash items of $6,957 were offset by a net loss of $4,795 and a net change in operating assets and liabilities of $9,435, primarily due to an increase in merchandise inventory during the thirteen weeks ended June 1, 2013.

Net cash used in investing activities

Investing activities consist primarily of capital expenditures for new store openings, existing store remodels, infrastructure, information systems, and our distribution center.

Our total capital expenditures for the thirteen weeks ended May 31, 2014 were $13,418 with new store openings and existing store remodels accounting for the majority of spending at $9,710. We opened three new stores during the first quarter of fiscal 2014.The remaining capital expenditures of $3,708 were primarily for investments in information technology, our corporate offices and distribution center and Elfa manufacturing facility enhancements.

Our total capital expenditures for the thirteen weeks ended June 1, 2013 were $9,450 with new store openings and existing store remodels accounting for the majority of spending at $6,045. We opened two new stores during the first quarter of fiscal 2013. The remaining capital expenditures of $3,405 were primarily for investments in information technology, our corporate offices and distribution center and Elfa manufacturing facility enhancements.

Net cash provided by financing activities

Financing activities consist primarily of borrowings and payments under the Senior Secured Term Loan Facility, the Revolving Credit Facility, and the Elfa Revolving Credit Facility.

Net cash provided by financing activities was $11,803 for the thirteen weeks ended May 31, 2014. This included net proceeds of $8,000 from borrowings under the Revolving Credit Facility combined with net proceeds of $8,373 from borrowings under the Elfa Revolving Credit Facility and a short term credit facility (the “Short Term Credit Facility”, as further discussed under “Elfa Senior Secured Credit Facilities” below) to support higher working capital needs. The net proceeds of the revolver borrowings were offset by payments of $5,172 for repayment of long-term indebtedness. In addition, the Company received proceeds of $587 from the exercise of stock options.

Net cash provided by financing activities was $4,880 for the thirteen weeks ended June 1, 2013. This included net proceeds of $5,000 from borrowings under the Revolving Credit Facility combined with net proceeds of $5,129 from borrowings under the Elfa Revolving Credit Facility to support higher working capital needs. The net proceeds of the revolver borrowings were offset by payments of $2,203 for repayment of long-term indebtedness and $3,046 payments for debt issuance costs. In addition, The Container Store, Inc. increased its borrowings under the Senior Secured Term Loan Facility by $90,000 pursuant to the Increase and Repricing Transaction (as defined below), which were used to finance a $90,000 distribution to holders of our Senior Preferred Stock.

As of May 31, 2014, we had a total of $55,289 of unused borrowing availability under the Revolving Credit Facility, and $2,986 in letters of credit issued under the Revolving Credit Facility.  There were $8,000 of borrowings outstanding under the Revolving Credit Facility as of May 31, 2014.

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As of May 31, 2014, Elfa had a total of $4,891 of unused borrowing availability under the Elfa Revolving Credit Facility and $21,285 outstanding under the Elfa Revolving Credit Facility. As of May 31, 2014, Elfa had $2,244 outstanding under the Short Term Credit Facility.

Senior Secured Term Loan Facility

On April 6, 2012, The Container Store Group, Inc., The Container Store, Inc. and certain of its domestic subsidiaries entered into a credit agreement with JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent,  and the lenders party thereto (the “Senior Secured Term Loan Facility”).  Prior to the Increase and Repricing Transaction, as discussed below, borrowings under the Senior Secured Term Loan Facility accrued interest at LIBOR+5.00%, subject to a LIBOR floor of 1.25%.

We used proceeds from the Senior Secured Term Loan Facility, along with $20,435 in cash, to extinguish the outstanding amounts under the previously existing secured term loan of $115,371 and senior subordinated notes of $165,549.

On April 8, 2013, The Container Store Group, Inc., The Container Store, Inc. and certain of its domestic subsidiaries entered into Amendment No.1 to the Senior Secured Term Loan Facility (the “Increase and Repricing Transaction”), pursuant to which the borrowings under the Senior Secured Term Loan Facility were increased by $90,000 to $362,250 and the interest rate on such borrowings was decreased to a rate of LIBOR + 4.25%, subject to a LIBOR floor of 1.25%. The maturity date remained as April 6, 2019. Additionally, pursuant to the Increase and Repricing Transaction (i) the senior secured leverage ratio covenant previously in effect was eliminated and (ii) we are required to make quarterly principal repayments of $906 through December 31, 2018, with a balloon payment for the remaining balance of $341,421 due on April 6, 2019. The additional $90,000 of borrowings was used to finance a distribution to holders of our senior preferred stock in the amount of $90,000, which was paid on April 9, 2013.

On November 8, 2013, net proceeds of $31,000 from the IPO were used to repay a portion of the outstanding borrowings under the Senior Secured Term Loan Facility.

On November 27, 2013, The Container Store Group, Inc., The Container Store, Inc. and certain of its domestic subsidiaries entered into Amendment No. 2 to the Senior Secured Term Loan Facility (the “Repricing Transaction”).  Pursuant to the Repricing Transaction, borrowings accrue interest at a lower rate of LIBOR + 3.25%, subject to a LIBOR floor of 1.00% .  The maturity date remained as April 6, 2019 and we continue to be required to make quarterly principal repayments of $906 through December 31, 2018, with a balloon payment for the remaining balance of $310,421 due on April 6, 2019.

The Senior Secured Term Loan Facility is secured by (a) a first priority security interest in substantially all of our assets (excluding stock in foreign subsidiaries in excess of 65%, assets of non-guarantors and subject to certain other exceptions) (other than the collateral that secures the Revolving Credit Facility described below on a first-priority basis) and (b) a second priority security interest in the assets securing the Revolving Credit Facility described below on a first-priority basis. Obligations under the Senior Secured Term Loan Facility are guaranteed by The Container Store Group, Inc. and each of The Container Store, Inc.’s U.S. subsidiaries. The Senior Secured Term Loan Facility contains a number of covenants that, among other things, restrict our ability, subject to specified exceptions, to incur additional debt; incur additional liens and contingent liabilities; sell or dispose of assets; merge with or acquire other companies; liquidate or dissolve ourselves, engage in businesses that are not in a related line of business; make loans, advances or guarantees; engage in transactions with affiliates; and make investments. In addition, the financing agreements contain certain cross-default provisions. As of May 31, 2014, we were in compliance with all covenants and no Event of Default (as such term is defined in the Senior Secured Term Loan Facility) had occurred.

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Revolving Credit Facility

On April 6, 2012, The Container Store Group, Inc., The Container Store, Inc. and certain of its domestic subsidiaries entered into a $75,000 asset-based revolving credit agreement with JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and Wells Fargo Bank, National Association, as Syndication Agent (the “Revolving Credit Facility”). Borrowings under the Revolving Credit Facility accrue interest at LIBOR+1.25% to 1.75%, subject to adjustment based on average daily excess availability over the preceding quarter, and the maturity date is April 6, 2017.

The Revolving Credit Facility is to be used for working capital and other general corporate purposes. The Revolving Credit Facility allows for swing line advances to The Container Store, Inc. of up to $7,500 and the issuance of letters of credit of up to $20,000. The availability of credit at any given time under the Revolving Credit Facility is limited by reference to a borrowing base formula based upon numerous factors, including the value of eligible inventory, eligible accounts receivable, and reserves established by the administrative agent. As a result of the borrowing base formula, the actual borrowing availability under the Revolving Credit Facility could be less than the stated amount of the Revolving Credit Facility (as reduced by the actual borrowings and outstanding letters of credit under the Revolving Credit Facility).

The Revolving Credit Facility is secured by (a) a first-priority security interest in substantially all of our personal property, consisting of inventory, accounts receivable, cash, deposit accounts, and other general intangibles, and (b) a second-priority security interest in the collateral that secures the Senior Secured Term Loan Facility on a first-priority basis, as described above (excluding stock in foreign subsidiaries in excess of 65%, and assets of non-guarantor subsidiaries and subject to certain other exceptions). Obligations under the Revolving Credit Facility are guaranteed by The Container Store Group, Inc. and each of The Container Store, Inc.’s U.S. subsidiaries.

The Revolving Credit Facility contains a number of covenants that, among other things, restrict our ability, subject to specified exceptions, to incur additional debt; incur additional liens and contingent liabilities; sell or dispose of assets; merge with or acquire other companies; liquidate or dissolve ourselves, engage in businesses that are not in a related line of business; make loans, advances or guarantees; engage in transactions with affiliates; and make investments. In addition, the financing agreements contain certain cross-default provisions. We are required to maintain a consolidated fixed-charge coverage ratio of 1.0 to 1.0 if excess availability is less than $10,000 at any time. As of May 31, 2014, we were in compliance with all covenants and no Event of Default (as such term is defined in the Revolving Credit Facility) has occurred.

Elfa Senior Secured Credit Facilities

On April 27, 2009, Elfa entered into the Elfa Senior Secured Credit Facilities with Tjustbygdens Sparbank AB, which we refer to as Sparbank, which consist of a SEK 137.5 million (approximately $20,567 as of May 31, 2014) term loan facility, which we refer to as the Elfa Term Loan Facility, and the Elfa Revolving Credit Facility and, together with the Elfa Term Loan Facility, the Elfa Senior Secured Credit Facilities. On January 27, 2012, Sparbank transferred all of its commitments, rights and obligations under the Elfa Senior Secured Credit Facilities to Swedbank AB. Borrowings under the Elfa Senior Secured Credit Facilities accrue interest at a rate of STIBOR+1.775%. The Elfa Term Loan Facility matures on August 30, 2014 and the Elfa Revolving Credit Facility matures on August 30, 2014. Elfa is required to make quarterly principal repayments under the Elfa Term Loan Facility of SEK 6.25 million (approximately $935 as of May 31, 2014) through maturity.

The Elfa Senior Secured Credit Facilities are secured by first priority security interests in substantially all of Elfa’s assets.

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The Elfa Senior Secured Credit Facilities contain a number of covenants that, among other things, restrict Elfa’s ability, subject to specified exceptions, to incur additional liens, sell or dispose of assets, pay dividends, merge with other companies, engage in businesses that are not in a related line of business and make guarantees. In addition, Elfa is required to maintain (i) a consolidated equity ratio (calculated as Elfa’s consolidated total shareholders’ equity divided by its consolidated total assets) of not less than 35% and (ii) a consolidated ratio of net debt to EBITDA (as defined in the Elfa Senior Secured Credit Facilities) not greater than 4.0, each tested as of the end of each quarter. As of May 31, 2014, Elfa was in compliance with all covenants and no Event of Default (as defined in the Elfa Senior Secured Credit Facilities) had occurred.

On April 1, 2014, Elfa entered into a master credit agreement with Nordea Bank AB (“Nordea”), which consists of a SEK 60.0 million term loan facility (approximately $9.0 million as of May 31, 2014) and a SEK 140.0 million (approximately $20.9 million as of May 31, 2014) revolving credit facility. The master credit agreement begins on August 29, 2014 and matures on August 29, 2019, or such shorter period as provided by the agreement. Under the master credit agreement, Elfa is required to make quarterly principal payments under the term loan facility in the amount of SEK 3.0 million (approximately $0.4 million as of May 31, 2014) through maturity. The term loan facility bears interest at STIBOR + 1.7% and the revolving credit facility bears interest at Nordea’s base rate + 1.4%, and these rates are applicable until August 29, 2017, at which time the interest rates may be renegotiated at the request of either party to the agreement. Should the parties fail to agree on new interest rates, Elfa has the ability to terminate the agreement on August 29, 2017, at which time all borrowings under the agreement shall be paid in full to Nordea.

On May 13, 2014, Elfa entered into the Short Term Credit Facility with Nordea for SEK 15.0 million (approximately $2.2 million as of May 31, 2014).  The credit facility accrues interest at 2.53% and matures on August 28, 2014, at which time all borrowings under the agreement will be paid in full to Nordea. The total amount of borrowings available under the Short Term Credit Facility was used to pay a mortgage owed on the Poland manufacturing facility in full in the first quarter of fiscal 2014.

Critical accounting policies and estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions about future events that affect amounts reported in our consolidated financial statements and related notes, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. A summary of the Company’s significant accounting policies is included in Note 1 to the Company’s annual consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended March 1, 2014, filed with the SEC on May 28, 2014.

Certain of the Company’s accounting policies and estimates are considered critical, as these policies and estimates are the most important to the depiction of the company’s consolidated financial statements and require significant, difficult, or complex judgments, often about the effect of matters that are inherently uncertain. Such policies are summarized in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the fiscal year ended March 1, 2014, filed with the SEC on May 28, 2014. As of May 31, 2014, there were no significant changes to any of our critical accounting policies and estimates.

Contractual obligations

There have been no significant changes to our contractual obligations as disclosed in our Annual Report on Form 10-K for the fiscal year ended March 1, 2014, filed with the SEC on May 28, 2014, other than those which occur in the normal course of business.

Off Balance Sheet Arrangements

We are not party to any off balance sheet arrangements.

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Recent Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, an updated standard on revenue recognition. ASU 2014-09 provides enhancements to the quality and consistency of how revenue is reported while also improving comparability in the financial statements of companies reporting using IFRS and US GAAP.  The core principle of the new standard is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and improve guidance for multiple-element arrangements.  ASU 2014-09 will be effective for the Company in the first quarter of fiscal 2017 and may be applied on a full retrospective or modified retrospective approach. The Company is still evaluating the impact of implementation of this standard on its financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign currency risk

We are subject to foreign currency risk in connection with the operations of Elfa. All assets and liabilities of foreign subsidiaries are translated at year end rates of exchange, with the exception of certain assets and liabilities that are translated at historical rates of exchange. Revenues, expenses, and cash flows of foreign subsidiaries are translated at weighted-average rates of exchange for the year. Based on the average exchange rate from Swedish krona to U.S. dollar during the thirteen weeks ended May 31, 2014, and results of operations and financial condition in functional currency, we do not believe that a 10% change in the exchange rate would have a material effect on our consolidated results of operations or financial condition.

We are also subject to foreign currency risk in connection with the purchase of inventory from Elfa. We utilize foreign currency forward contracts to mitigate this risk. During the thirteen weeks ended May 31, 2014 and June 1, 2013, the Company used forward contracts for zero and 90.4% of inventory purchases in Swedish krona, respectively, at an average SEK rate of 6.72 during the thirteen weeks ended June 1, 2013. As of May 31, 2014, we had not hedged any of our planned inventory purchases for fiscal 2014. However, subsequent to May 31, 2014, we have hedged 43% of our planned inventory purchases for fiscal 2014 at an average SEK rate of 6.77, compared to 64% of planned purchases hedged in fiscal 2013 at an average SEK rate of 6.73.

Interest rate risk

We are subject to interest rate risk in connection with borrowings under the Senior Secured Term Loan Facility, the Revolving Credit Facility and the Elfa Senior Secured Credit Facilities, which accrue interest at variable rates. At May 31, 2014, borrowings subject to interest rate risk were $357,848, we had $55,289 of additional availability under the Revolving Credit Facility and approximately $4,891 of additional availability under the Elfa Revolving Credit Facility. We currently do not engage in any interest rate hedging activity; however we will continue to monitor the interest rate environment. Based on the average interest rate on each of the Revolving Credit Facility and the Elfa Revolving Credit Facility during the thirteen weeks ended May 31, 2014, and to the extent that borrowings were outstanding, we do not believe that a 10% change in the interest rate would have a material effect on our consolidated results of operations or financial condition.

Impact of Inflation

Our results of operations and financial condition are presented based on historical cost. While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe the effects of inflation, if any, on our results of operations and financial condition have been immaterial.

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ITEM 4. CONTROLS AND PROCEDURES

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of May 31, 2014.

Changes in Internal Control

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the first thirteen weeks of fiscal 2014 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

We are subject to various legal proceedings and claims, including employment claims, wage and hour claims, intellectual property claims, contractual and commercial disputes and other matters that arise in the ordinary course of business. While the outcome of these and other claims cannot be predicted with certainty, management does not believe that the outcome of these matters will have a material adverse effect on our business, results of operations or financial condition on an individual basis or in the aggregate.

ITEM 1A.RISK FACTORS

There have been no material changes to our risk factors as previously disclosed in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended March 1, 2014, filed with the SEC on May 28, 2014.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.OTHER INFORMATION

None.

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ITEM 6.EXHIBITS

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed/ Furnished Herewith
3.1	Amended and Restated Certificate of Incorporation of The Container Store Group, Inc.	10-Q	001-36161	3.1	1/10/14
3.2	Amended and Restated By-laws of The Container Store Group, Inc.	10-Q	001-36161	3.2	1/10/14
10.1	Master Credit Agreement, dated April 1, 2014, between Elfa International AB, as Borrower, and Nordea Bank AB (publ), as Bank					*
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)					*
31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)					*
32.1	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350					**
32.2	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350					**
101.INS†	XBRL Instance Document					**
101.SCH†	XBRL Taxonomy Extension Schema Document					**
101.CAL†	XBRL Taxonomy 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					**

*                                         Filed herewith.

**                                  Furnished herewith.

†                                                      In accordance with Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	The Container Store Group, Inc.
	(Registrant)
Date:  July 11, 2014	/s/ Jodi L. Taylor
	Jodi L. Taylor
	Chief Financial Officer (duly authorized officer and Principal Financial Officer)
	/s/ Jeffrey A. Miller
	Jeffrey A. Miller
	Chief Accounting Officer (Principal Accounting Officer)

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EX-10.1

Exhibit 10.1

EXECUTION VERSION

MASTER CREDIT AGREEMENT

between

Elfa International AB

and

Nordea Bank AB (publ)

Dated 1 April, 2014

Contents

Clause		Page
1.	Definitions	3
2.	The Bank’s Commitment	5
3.	Conditions precedent	5
4.	Documentation	6
5.	Repayment and reborrowing	6
6.	Margins and Fees	6
7.	Representations and warranties	7
8.	Covenants	8
9.	General undertakings	8
10.	Events of Default	9
11.	Limitation of the Bank’s liability	10
12.	Assignment	10
13.	Notices	10
14.	Term of Agreement	11
15.	Law and jurisdiction	11

Schedule A	Security
Schedule B	Form of Compliance Certificate

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THIS MASTER CREDIT AGREEMENT (the “Agreement”) is entered into on 1 April, 2014 between

(1)Elfa International AB (reg.no. 556516-2012) (the “Borrower”), Södra Tullgatan 3, 211 40 Malmö and

(2)Nordea Bank AB (publ) (the “Bank”), 105 71 Stockholm.

WHEREAS:

The Bank has offered, subject to certain terms and conditions, the Borrower to contribute to the financing of the Borrower’s operation by making available to the Borrower facilities for general corporate purposes;

NOW, IT IS AGREED as follows:

1.DEFINITIONS

1.1.Save as elsewhere provided in this Agreement or where the context otherwise requires, the capitalized terms and expressions used herein and not elsewhere defined in this Agreement bear the meanings ascribed to them below:

Business Day	means a day (other than a Saturday or Sunday) on which banks are open for general business in Stockholm;
EBITDA	means, in relation to any period, the consolidated operating profit of the Group for such period before any of the following items and without double-counting:
	(a)	before any deduction of corporate tax or other taxes on income or gains;
	(b)	before any deduction for interest payable and interest in respect of subordinated debt;
	(c)	after deducting (to the extent otherwise included) interest receivable;
	(d)	after deducting (to the extent otherwise included) the amount of profit (or adding back the amount of loss) of any Group Company (other than the Company) which is attributable to any third party (other than a Group Company) which is a shareholder in that Group Company;
	(e)	after adding back or deducting, as the case may be, the amount of any loss or gain against book value arising on a disposal of any asset (other than stock disposed of in the ordinary course of trading), to the extent included in arriving at EBITDA;
	(f)	before deducting amortisation of any goodwill or any intangible assets;
	(g)	before deducting all depreciation whatsoever;
	(h)	after adding back or deducting, as the case may be, any unrealised

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		loss or gain due to exchange rate movements to the extent included in the calculation of EBITDA;
	(i)	excluding any extraordinary and such non-recurring items which, in case of an accumulated amount in excess of SEK 250 000, are approved by the Bank (acting reasonably); and
	(j)	after adding interest income generated from the customer financing business.
Event of Default	each such event as specified in Clause 10;
Compliance Certificate	means a certificate substantially in the form set out in Schedule B (Form of Compliance Certificate);
Facility	means the facility made available under this Agreement as described in Clause 2.1;
Facility Period	the period starting on 29 August 2014 and ending on the date falling 5 years thereafter, or such shorter period as provided by the terms of this Agreement;
Finance Documents	this Agreement, any document in relation to the Security and any agreement in relation to the Overdraft Facility or the Loan Facility, including but not limited to the standard forms as set out in Clause 4;
Group	the Borrower and its Subsidiaries;
Group Company	the Borrower or a Subsidiary;
Group Equity Ratio	Means the Group’s share capital, statutory reserve, retained earnings and net income and minority interests in relation to total assets;
Interest Period	regarding the Loan Facility each period of 1 week, one, three or six months chosen by the Borrower, for calculation of interest hereunder, and regarding the Overdraft Facility the last day of each calendar quarter;
Loan Facility	means the business credit made available under this Agreement as described in Clause 2.2;
Overdraft Facility	means the group multi-currency facility/account credit made available under this Agreement as described in Clause 2.2;
Material Consents	in relation to any Group Company any material approval, authorisation, consent, exemption, licence, permission or registration by, of or from any governmental or regulatory or other authority or person necessary or appropriate for (i) the carrying on by it of its business and (ii) the execution, delivery and performance of the Agreement and any related document and the use of the Facility;
Net Debt	means interest-bearing liabilities (including pension commitments as well as leasing liabilities) minus cash holdings, bank deposits and other short-term investments in relation to EBITDA;

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NSSu/DRu	the designation for the Bank’s base interest rate, Nordea Sverige Stiborbas, for utilised credit/the designation for the Bank’s base interest rate, Daily Interest rate, for utilised credit;
Owner	The Container Store Inc.
Security	the security to be provided by a Group Company as set out in Schedule A, and documented on the Bank’s standard forms for each type of security;
SEK	Swedish kronor;
Stibor	STIBOR 1 W, 1, 3 or 6 months;
Subsidiary	means an entity from time to time of which a person (a) has direct or indirect control or (b) owns directly or indirectly more than fifty (50) per cent of the share capital or other right of ownership.

1.2.Headings are for ease of reference only.

1.3.Save where the context otherwise requires, the singular includes the plural and vice versa.

2.THE BANK’S COMMITMENT

2.1.The Bank hereby agrees, on the terms and subject to the conditions of this Agreement and in reliance of the Representations and Warranties set out in Clause 7, to make available a facility in a maximum aggregate amount of 200,000,000 (twohundredmillion) SEK.

2.2.Under the Facility the Borrower may request (i) the Bank to make available the Overdraft Facility in the maximum amount of 140,000,000 (onehundredfortymillion) SEK (or as otherwise set out in Clause 5) and (ii) the Loan Facility in the maximum amount of 60,000,000 (sixtymillion) SEK.

2.3.The sum of (i) the principal amount of the Loan Facility at any time and (ii) the amount of the Overdraft Facility may never exceed the amount of the Facility.

3.CONDITIONS PRECEDENT

3.1.The obligation of the Bank to make the Facility available to the Borrowers is subject to the following conditions being fulfilled to the satisfaction of the Bank:

(a)the Bank having received the following documents:

(i)a copy of the constitutional documents of the Borrower;

(ii)if requested by the Bank, a copy of an extract of resolutions of the board of directors of the Borrower approving the terms of this Agreement;

(iii)a copy of a passport or driver’s license of each person signing this Agreement;

(iv)the Security set out in Schedule A duly registered and completed and in full force and effect;

(v)a certified copy of any other authorisation or other document, opinion or assurance which the Bank (acting reasonably) considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the

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transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document, including any document required to satisfy the Bank’s “know your customer” requirements;

(b)the representations and warranties set out in Clause 7 are true valid and not misleading in any material respect as at the date when given (or deemed to be given), and

(c)no Event of Default, see section 10, and no event which with the giving of notice or lapse of time might constitute an Event of Default has occurred and is continuing.

3.2.Should any information contained in the documents listed in (i) of Clause 3.1 (a) be amended, changed or otherwise no longer be true and valid, the relevant Borrower shall notify the Bank thereof and deliver without delay such new documents that evidence the new circumstances.

4.DOCUMENTATION

The Overdraft Facility and the Loan Facility shall be documented separately on Nordea’s standard forms for each type of facility. The terms and conditions in such documents complement and are in addition to the terms and conditions in this Agreement. In the case of contradictions between this Agreement and any other Finance Documents the wording of the Agreement shall prevail.

5.REPAYMENT AND REBORROWING

5.1.The Borrower shall repay the original amount of the Loan Facility in 20 equal quarterly payments. The Overdraft Facility shall be repaid on the last day of the Facility Period.

5.2.If the actual repayment of the outstanding principal amount under the Loan facility during a calendar year exceeds the scheduled instalments according to Clause 5.1 above, the Borrower may, unless the Loan facility is reduced in accordance with 5.3, upon request reborrow such exceeding amount under the Loan Facility during the Facility Period. If the Borrower chooses to reborrow such amount it shall be documented according to Clause 4.

5.3.Subject to the Borrower’s written notice thirty days in advance, the Borrower may, as per the last day of an Interest Period, reduce the Loan Facility or the Overdraft Facility with a minimum amount of 3 000 000 SEK, always provided that the amount specified has been repaid as per the last day of the Interest Period. For avoidance of doubt, the Bank shall not be entitled to any Interest Difference Compensation (see inter alia General Terms and Conditions, 7227V005) or other compensation or fees due to such premature redemption according to this Clause 5.3. No amount of the Facility cancelled under this Clause may be subsequently reinstated.

6.MARGINS AND FEES

6.1.The Borrower shall pay to the Bank annually in advance a Facility Fee equal to 0.30 per cent per annum of the Overdraft Facility, the first time on the first day of the Facility Period, and shall be calculated on the Overdraft Facility, less any reduction by the Borrower under 5.3, as available on the date the Facility Fee falls due.

6.2.The Borrower shall pay to the Bank in advance on the first day of the Facility Period and thereafter yearly in advance a Commitment Fee of 0.50 per cent of any unutilized amount of the Loan Facility less any amount notified and repaid in accordance with Clause 5.3

6.3.In relation to:

(a)the utilized amount of the Overdraft Facility the Borrower shall pay interest equal to the sum of NSSu/DRu plus a margin of 1.40 per cent per annum; and

6 (14)

(b)the utilized amount of the Loan Facility the Borrower shall pay interest equal to the sum of Stibor plus a margin of 1.70 per cent per annum.

6.4.The margins according to Clause 6.3 above shall be valid for a period of three years from the first day of the Facility Period. If a party wants to change the margin for the remaining two-year period, that party shall notify the other party not later than on 31 March 2017. The parties shall then in good faith negotiate the new margin. If the parties not have agreed upon a new margin before the end of the initial period, the Bank shall have the right to decide the margin to be valid for the remaining period. In such case the Borrower, giving not less than 30 days’ notice, shall have the right to terminate this Agreement as per the end of the Interest Period.

6.5.The time of payment of interest are set out in the Finance Documents.

7.REPRESENTATIONS AND WARRANTIES

7.1.The Borrower represents and warrants to the Bank that:

(a)Due incorporation: it is a limited liability company duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the power to carry on its business and to own its property and assets; and

(b)Corporate power to borrow: it has the power and authority to execute, deliver and perform its obligations under the Agreement and to use the Facility; all necessary action has been taken (and has not been revoked) to authorise the execution, delivery and performance of the Agreement; and the Agreement constitutes, are or when executed and delivered will constitute, its valid and legally binding obligations enforceable in accordance with the terms thereof; and

(c)No conflict: the execution, delivery and performance of the Agreement and the use of the Facility do not and will not:

(i)contravene any law, regulation, directive, judgment or order to which the Borrower is subject; or

(ii)result in any actual or potential breach of or default under any obligation, agreement, instrument or Material Consent to which the Borrower is a party or by which it is bound or which the Borrower requires to carry on its business; or

(iii)contravene any provision of any of its articles of association or any resolution passed by its shareholders and/or its board of directors; or

(iv)result in any limitation on its powers to borrow or incur financial indebtedness being exceeded; and

(d)No litigation: no litigation, arbitration or administrative proceeding and, without limitation, no dispute with any statutory or governmental authority is current or pending or to the best of its knowledge threatened against it or any of its Subsidiaries which is reasonably expected to have a material adverse effect on the Group; and

(e)No default:

(i)no Event of Default is outstanding or will result from the execution of, or performance of any transaction contemplated by the Agreement, and

(ii)no other event is outstanding which constitutes (or, with the giving of notice, lapse of time, determination of materiality or the fulfilment of any other applicable condition or any combination of the foregoing, would or could reasonably be expected to constitute) a default under any document which is binding on it or any of its Subsidiaries or any of its Subsidiaries’ assets to an extent or in a manner which is reasonably expected to have a material adverse effect on the Group.

7 (14)

7.2.The representations and warranties made under Clause 7.1 shall be deemed to be repeated at each time a Borrower executes any Finance Document.

8.COVENANTS

8.1.The Borrower undertakes to:

(a)in respect of information:

(i)deliver to the Bank as soon as it becomes available and in any event within 120 days after the end of each of its financial years its audited financial report for such year;

(ii)deliver to the Bank as soon as it becomes available and in any event within 60 days after the end of each quarter of each of its financial years its financial statements for such quarter, certified by its managing director or chief financial officer to fairly representing the result of its operations of such quarter and its financial position at the end of such quarter;

(iii)deliver promptly to the Bank copies of all press releases and other information made public of any material significance;

(iv)furnish the Bank with such other information on the Group and its business as the Bank may reasonably request;

(v)currently inform the Bank on all substantial changes of organisation, structure and management of the Group;

(vi)not later than on 30 June, 30 September, 10 January and 30 April provide the Bank with a Compliance Certificate in respect of calculation and outcome of key ratios as specified in Clause (b) below.

(b)in respect of financial:

(i)ensure that the Group’s Net Debt/EBITDA measured each 31 May, 31 August, 30 November and last day of February, as a rolling 12-month value (in respect of EBITDA) is less than 3.20;

(ii)ensure that the Group’s Equity Ratio measured every end of calendar quarter, does not fall below 30 % year 1 and 32.5% thereafter;

8.2.The Parties agree, when testing the financial covenants set out in section 8.1 (b) (i) and (ii), to exclude effects, positive and negative, resulting from legal enactment (Swedish or foreign), if the Bank, according to its reasonable opinion, considers that such is according to law, authorities guidance or similar and market practice.

9.GENERAL UNDERTAKINGS

9.1.The Borrower covenants with the Bank that it in respect of itself and for the other companies in the Group will (and the Borrower shall procure that each of its Subsidiaries will):

(a)refrain from participating in mergers, procedures involving partition, transfer or termination in respect of all or a significant part of its operations without the Bank’s written consent;

(b)refrain from the sale of shares in Subsidiaries or material assets, by which material assets means assets with a book value in excess of 10,000,000 SEK without the Bank’s written consent;

8 (14)

(c)refrain from transferring or utilising its assets in excess of 10,000,000 SEK unless this takes place subject to market conditions and concerns assets which are transferred or utilised as part of the day-to-day business without the Bank’s written consent;

(d)refrain from raising any loan or incur any other financial indebtedness with any other financial institution than an institution within the Nordea group, without the prior written consent of the Bank, with the exception that it is incurred in the ordinary course of business and that the aggregate amount does not exceed 10,000,000 SEK;

(e)refrain from entering into factoring agreements without the Bank’s written consent;

(f)refrain from entering into guarantees or similar commitments in excess of 10,000,000 SEK without the Bank’s written consent;

(g)refrain from providing security for loans and other obligations without the Bank’s written consent;

(h)refrain from granting liens on the property in favor of parties other than the Bank or other lenders in the Nordea group;

(i)refrain from changing the focus of its business operations without the Bank’s written consent;

(j)ensure that all permits necessary for Group’s operations are in place and that the terms and conditions thereof are fulfilled; and also to ensure that

(k)at all times maintain adequate insurance protection in respect of its assets, property, responsibilities and operations.

10.EVENTS OF DEFAULT

10.1.The Bank shall have the right to terminate its commitment under this Agreement and declare any amount outstanding under the Overdraft Facility and the Loan Facility due and payable immediately or at such time as determined by the Bank should any of the following events occur:

(a)the Borrower fails to pay when due any amount payable hereunder or under any other obligation to the Bank, where capable of remedy, such failure remains unremedied for five Business Days after notice thereof has been given by the Bank to the Borrower, or unless such failure is due solely to technical or administrative obstacles beyond the control of the Borrower or such other company and is remedied within five Business Days after the due date, or

(b)the Borrower fails to observe or perform on the due date thereof any other obligation, covenant or undertaking of the Borrower hereunder or under any other obligation to the Bank, where capable of remedy, such failure remains unremedied for 20 Business Days after notice thereof has been given by the Bank, or

(c)any representation or warranty made or deemed to be made hereunder shall prove to be or shall become incorrect in any material respect, or

(d)a distress or execution be levied or enforced upon and sued out against a substantial part of the assets of the Borrower which is not discharged or satisfied within 20 Business Days, or

(e)the Borrower or any other company in the Group stops payment or shall be unable or admits its inability to pay its debts as they mature, a liquidator, receiver or trustee or similar officer shall be appointed for the liquidation, winding-up or dissolution of the Borrower or such other company or the Borrower or such other company makes an assignment for the benefit of or a composition with its creditors or a group of creditors or enters into any similar proceedings; or

9 (14)

(f)the Borrower or any other company in the Group fails to fulfil obligations to another in the Nordea group and loans, credits or other financial obligations as a result thereof may be terminated for premature payment, or

(g)the Borrower or any other company in the Group fails to fulfil obligations, however a minimum of SEK 5,000,000, to other lenders and loans and other credits as a result thereof are prematurely terminated, unless the Borrower or the other company in the Group without delay shows that the failure to fulfil obligations was not due to insolvency and that the termination has been revoked or rectification has taken place, or if

(h)the Owner sells, assigns or otherwise reduces its aggregate ownership in the Borrower thereby reducing it below 90,01 per cent of the share capital and voting rights.

11.LIMITATION OF THE BANK’S LIABILITY

The Bank shall not be held responsible for any loss or damage resulting from a legal enactment (Swedish or foreign), the intervention of a public authority (Swedish or foreign), an act of war, a strike, a blockade, a boycott, a lockout or any other similar circumstance. The reservation in respect of strikes, blockades, boycotts and lockouts applies even if the Bank itself is subjected to such measures or takes such measures.

Any loss or damage that may occur in other circumstances shall not be indemnified by the Bank provided the Bank has observed general standard of care. The Bank assumes no responsibility for indirect losses or damages of any kind.

Where a circumstance as referred to in the first paragraph should prevent the Bank from making a payment or taking other measures, such payment or measures may be postponed until the obstacle no longer exists. Where a circumstance as referred to in the first paragraph should prevent the Bank from receiving payments, the Bank shall, as long as the obstacle exists, be entitled to interest only on the terms prevailing on the date of maturity for the payment.

12.ASSIGNMENT

The Bank shall be entitled to assign, once or several times, at any time all or part of its rights and obligations under this Agreement to any bank or financial institution within the Nordea Group and, with the prior written consent of the Borrower (not to be unreasonably withheld or delayed) to any other bank or financial institution, provided, however, that no such consent shall be required if an Event of Default has occurred.

13.NOTICES

13.1.The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document made or delivered under or in connection with this Agreement is:

The Borrower:		The Bank:
Elfa International AB Södra Tullgatan 3		Nordea Bank AB (publ) Box 24
SE-211 40 Malmö		201 20 Malmö
Fax No: +46 490-846 25		Fax No: +46 40 24 70 22
e-mail:	Peter.Hambert@elfa.com	e-mail: csu.4030@nordea.se
	Per.Von.Mentzer@elfa.com

10 (14)

or any substitute address or fax number or department or officer as a Party may notify to the other Parties by not less than five Business Days’ notice.

13.2.Any communication or document made or delivered by one person to another under or in connection with this Agreement will only be effective:

(a)if by way of fax, when received in legible form;

(b)if by way of e-mail, when the addressee has confirmed receipt; or

(c)if by way of letter, when it has been left at the relevant address or two Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

and, if a particular department or officer is specified as part of its address details, if addressed to that department or officer.

13.3.Any communication or document sent via e-mail by the Borrower under this Agreement shall be sent from the e-mail address stipulated by the Borrower and the Bank shall be entitled to rely on and t he Borrower be bound by any communication received by the Bank which on its face appears to have been sent from the e-mail address stated for the Borrower. The Borrower acknowledges that e-mail, sent via the Internet, is generally not a secure form of communication due to the risk of unauthorised persons reading, changing or interrupting the e-mail. The Bank is not responsible for any loss of t he Borrower as a consequence of any unavailability of the e-mail network, delays or failure in sending or receiving e-mails or any unauthorised third party’s reception of or interference with the e-mail message.

13.4.Any communication or document received (or, in respect of e-mail, confirmed received) on a day which is not a Business Day or after 5.00 p.m. in the place of receipt will only be deemed to be received and effective on the next Business Day in that place.

14.TERM OF AGREEMENT

This Agreement is valid for the Facility Period, after which it is automatically terminated. Notwithstanding anything to the contrary, the Agreement shall be valid until all the obligations of a Borrower hereunder or under any Finance Document are fulfilled.

15.LAW AND JURISDICTION

This Agreement shall be construed under and governed by the laws of Sweden and the Borrower hereby submits to the non - exclusive jurisdiction of the Swedish courts, in the first instance Stockholm District Court (Stockholms tingsrätt), but such submission shall not prejudice the rights of the Bank to commence proceedings in any other jurisdiction.

Proceedings in one or more jurisdiction shall not preclude proceedings in any other jurisdiction, whether concurrently or not.

11 (14)

IN WITNESS WHEREOF the Borrower and the Bank have caused this Agreement to be duly executed in two copies, of which they have taken one each, by their duly authorised officers on the day first written above.

For and on behalf of Eifa International AB

By:	/s/ Per Von Mentzer		By:	/s/ Peter Hambert
Name /		Per Von Mentzer, CEO	Name /		Peter Hambert, CFO

For and on behalf of Nordea Bank AB (publ)

By:	/s/ Björn Magnusson		By:	/s/ Tobias Gunnarsson
Name /		Björn Magnusson	Name /		Tobias Gunnarsson

12 (14)

Schedule A

Security to be provided

Type of Security	Issuer	Other
First priority floating charge of SEK 175,000,000.	Elfa International AB
Floating charge of SEK 123,000,000 with first priority, if not claimed by FPG/PRI. If claimed by FPG/PRI second priority. Totalling SEK 120,000,000 first priority and SEK 3,000,000 second priority.	Elfa Sweden AB
First priority mortgage deed in real estate Västervik, Hammaren 6, of SEK 40,000,000.	Elfa Sweden AB
First priority floating charge of SEK 30,000,000.	Elfa Lumi AB
First priority mortgage deed in the real estate Gunnarsbo 1:375, Mullsjö, of SEK 9,000,000.	Luminator AB
First priority floating charge of SEK 20,000,000.	Luminator AB

13 (14)

Schedule B

Form of Compliance Certificate

To:Nordea Bank AB (publ)

From: Elfa International AB
Dated:

Dear Sirs

Elfa International AB

SEK 200,000,000 Master Credit Agreement

Dated [·] (the “Agreement”)

1.We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2.We confirm that as at [relevant testing date]:

(a)Net debt/EBITDA was [**] and should according to Clause 8.1 (b) (i) (net debt/EBITDA) not have been more than[**].

(b)Equity ratio was [**] and should according to Clause 8.1 (b) (ii) ( equity ratio) not have been less than [**].

3.We confirm that no Event of Default is continuing.

Elfa International AB

By:	/s/ Per Von Mentzer
Per Von Mentzer, CEO
[CEO/CFO/Authorised signatory]

By:

14 (14)

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, William A. “Kip” Tindell, III, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of The Container Store Group, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)[omitted];

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 11, 2014	/s/ William A. “Kip” Tindell, III
	William A. “Kip” Tindell, III
	Chief Executive Officer and Chairman of the Board of Directors

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Jodi Taylor, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of The Container Store Group, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)[omitted];

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 11, 2014	/s/ Jodi Taylor
	Jodi Taylor
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, William A. “Kip” Tindell, III, Chief Executive Officer and Chairman of the Board of Directors of The Container Store Group, Inc. (the “Company”), hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)The Quarterly Report on Form 10-Q of the Company for the period ended May 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

July 11, 2014	/s/ William A. “Kip” Tindell, III
	William A. “Kip” Tindell, III
	Chief Executive Officer and Chairman of the Board of Directors

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Jodi Taylor, Chief Financial Officer of The Container Store Group, Inc. (the “Company”), hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)The Quarterly Report on Form 10-Q of the Company for the period ended May 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

July 11, 2014	/s/ Jodi Taylor
	Jodi Taylor
	Chief Financial Officer

XML

Fair value measurements (Details) (Recurring, USD $) In Thousands, unless otherwise specified	May 31, 2014	Mar. 01, 2014	Jun. 01, 2013
Assets
Total assets	$ 3,555	$ 3,401	$ 3,146
Liabilities
Total liabilities	3,563	3,417	2,824
Level 2 | Other current assets
Assets
Nonqualified retirement plan	3,555	3,401	2,817
Level 2 | Forward contracts
Assets
Foreign currency hedge instruments			329
Level 2 | Accrued liabilities
Liabilities
Nonqualified retirement plan	$ 3,563	$ 3,417	$ 2,824

XML

Long-term debt and revolving lines of credit (Details) (Elfa) In Millions, unless otherwise specified			0 Months Ended		3 Months Ended	0 Months Ended	3 Months Ended
	May 31, 2014 Revolving credit facility USD ($)	Apr. 01, 2014 Revolving credit facility SEK	Apr. 01, 2014 Revolving credit facility Nordea's base rate	Apr. 01, 2014 Term loan facility SEK	May 31, 2014 Term loan facility USD ($)	Apr. 01, 2014 Term loan facility STIBOR	May 31, 2014 Short Term Credit Facility USD ($)	May 13, 2014 Short Term Credit Facility USD ($)
Long-term debt and revolving lines of credit
Maximum borrowing capacity	$ 20.9	140.0					$ 2.2	$ 15.0
Face amount				60.0	9.0
Quarterly principal payments				3.0	$ 0.4
Reference rate			Nordea's base rate			STIBOR
Interest rate margin (as a percent)			1.40%			1.70%
Interest rate (as a percent)							2.53%

XML

Long-term debt and revolving lines of credit

3 Months Ended

May 31, 2014

Long-term debt and revolving lines of credit

Long-term debt and revolving lines of credit

2.  Long-term debt and revolving lines of credit

On April 1, 2014, Elfa entered into a master credit agreement with Nordea Bank AB (“Nordea”), which consists of a SEK 60.0 million term loan facility (approximately $9.0 million as of May 31, 2014) and a SEK 140.0 million (approximately $20.9 million as of May 31, 2014) revolving credit facility. The master credit agreement begins on August 29, 2014 and matures on August 29, 2019, or such shorter period as provided by the agreement. Under the master credit agreement, Elfa is required to make quarterly principal payments under the term loan facility in the amount of SEK 3.0 million (approximately $0.4 million as of May 31, 2014) through maturity. The term loan facility bears interest at STIBOR + 1.7% and the revolving credit facility bears interest at Nordea’s base rate + 1.4%, and these rates are applicable until August 29, 2017, at which time the interest rates may be renegotiated at the request of either party to the agreement. Should the parties fail to agree on new interest rates, Elfa has the ability to terminate the agreement on August 29, 2017, at which time all borrowings under the agreement shall be paid in full to Nordea.

On May 13, 2014, Elfa entered into a credit facility with Nordea for SEK 15.0 million (approximately $2.2 million as of May 31, 2014) (the “Short Term Credit Facility”).  The Short Term Credit Facility accrues interest at 2.53% and matures on August 28, 2014, at which time all borrowings under the agreement will be paid in full to Nordea.  The total amount of borrowings available under the Short Term Credit Facility was used to pay a mortgage owed on the Poland manufacturing facility in full in the first quarter of fiscal 2014.

XML

Income taxes (Details)	3 Months Ended
	May 31, 2014	Jun. 01, 2013
Income taxes
Effective income tax rate (as a percent)	35.00%	29.60%

XML

Pension plans (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	May 31, 2014	Jun. 01, 2013
Employee benefit plans
Amount contributed by the Company for defined contribution plans	$ 926	$ 830
Elfa
Employee benefit plans
Percentage of employees who are plan participants	2.00%

XML

Commitments and contingencies (Details) (Standby letters of credit, USD $) In Thousands, unless otherwise specified	May 31, 2014
Standby letters of credit
Commitments and contingencies
Amount outstanding	$ 2,986

XML

Accumulated other comprehensive income (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	May 31, 2014	Jun. 01, 2013
Rollforward of the amounts included in AOCI, net of taxes
Balance at the beginning of the period	$ 1,683	$ (158)
Other comprehensive (loss) income before reclassifications, net of tax	(2,741)
Amounts reclassified to earnings, net of tax	(53)
Net current period other comprehensive (loss) income	(2,794)
Balance at the end of the period	(1,111)	(158)
Minimum pension liability
Rollforward of the amounts included in AOCI, net of taxes
Balance at the beginning of the period	(1,153)
Other comprehensive (loss) income before reclassifications, net of tax	61
Net current period other comprehensive (loss) income	61
Balance at the end of the period	(1,092)
Foreign currency translation
Rollforward of the amounts included in AOCI, net of taxes
Balance at the beginning of the period	2,783
Other comprehensive (loss) income before reclassifications, net of tax	(2,802)
Net current period other comprehensive (loss) income	(2,802)
Balance at the end of the period	(19)
Foreign currency forward contracts
Rollforward of the amounts included in AOCI, net of taxes
Balance at the beginning of the period	53
Amounts reclassified to earnings, net of tax	(53)
Net current period other comprehensive (loss) income	(53)
Balance at the end of the period	$ 0

XML

Description of business and basis of presentation

3 Months Ended

May 31, 2014

Description of business and basis of presentation

Description of business and basis of presentation

1. Description of business and basis of presentation

These financial statements should be read in conjunction with the financial statement disclosures in our Annual Report on Form 10-K for the fiscal year ended March 1, 2014, filed with the Securities and Exchange Commission on May 28, 2014.  We use the same accounting policies in preparing quarterly and annual financial statements.  All adjustments necessary for a fair presentation of quarterly operating results are reflected herein and are of a normal, recurring nature.

Description of business

The Container Store, Inc. was founded in 1978 in Dallas, Texas, as a retailer with a mission to provide customers with storage and organization solutions through an assortment of innovative products and unparalleled customer service. As of May 31, 2014, The Container Store, Inc. operates 66 stores with an average size of approximately 19,000 selling square feet in 24 states and the District of Columbia. The Container Store, Inc. also offers all of its products directly to its customers through its website and call center. The Container Store, Inc.’s wholly owned Swedish subsidiary, Elfa International AB (“Elfa”) designs and manufactures component-based shelving and drawer systems and made-to-measure sliding doors.  elfa® branded products are sold exclusively in the United States in The Container Store retail stores, website and call center, and Elfa sells to various retailers on a wholesale basis in approximately 30 countries around the world, with a concentration in the Nordic region of Europe. In 2007, The Container Store, Inc. was sold to The Container Store Group, Inc. (the “Company”), a holding company, of which a majority stake was purchased by Leonard Green and Partners, L.P. (“LGP”), with the remainder held by certain employees of The Container Store, Inc.  On November 6, 2013, the Company completed its initial public offering (the “IPO”).  Following the Company’s IPO, LGP continues to maintain a controlling interest in the ownership of the Company.

Seasonality

The Company’s business is moderately seasonal in nature and, therefore, the results of operations for the thirteen weeks ended May 31, 2014 are not necessarily indicative of the operating results for the full year.  Demand is generally highest in the fourth fiscal quarter due to Our Annual elfa® Sale, and lowest in the first fiscal quarter.

Reclassifications

Certain prior period amounts have been reclassified in order to provide consistent comparative information. These reclassifications do not materially impact the consolidated financial statements for the prior periods presented.

Recent accounting pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, an updated standard on revenue recognition. ASU 2014-09 provides enhancements to the quality and consistency of how revenue is reported while also improving comparability in the financial statements of companies reporting using IFRS and US GAAP.  The core principle of the new standard is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and improve guidance for multiple-element arrangements.  ASU 2014-09 will be effective for the Company in the first quarter of fiscal 2017 and may be applied on a full retrospective or modified retrospective approach. The Company is still evaluating the impact of implementation of this standard on its financial statements.

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Foreign currency forward contracts (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	May 31, 2014 item	Jun. 01, 2013	Mar. 01, 2014 item
Foreign currency forward contracts
Purchase of inventory from use of forward contracts in Swedish krona (as a percent)	0.00%	90.40%
Minimum term period of currency-related hedge instruments	1 month
Maximum term period of currency-related hedge instruments	12 months
Number of unsettled foreign currency forward contracts	0		0
Total current assets, as a result of recording fair value of unsettled foreign currency forward contracts as cash flow hedges		$ 329

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Consolidated balance sheets (USD $) In Thousands, unless otherwise specified	May 31, 2014	Mar. 01, 2014	Jun. 01, 2013
Current assets:
Cash	$ 8,610	$ 18,046	$ 13,703
Accounts receivable, net	29,267	32,273	23,087
Inventory	94,626	85,595	91,150
Prepaid expenses	7,953	14,121	6,587
Forward contracts			329
Deferred tax assets, net	3,967	3,967	855
Other current assets	11,558	10,405	10,515
Total current assets	155,981	164,407	146,226
Noncurrent assets:
Property and equipment, net	164,779	161,431	141,402
Goodwill	202,815	202,815	202,815
Trade names	240,021	242,290	240,528
Deferred financing costs, net	9,210	9,699	10,633
Noncurrent deferred tax assets, net	1,179	1,323	1,667
Other assets	1,211	1,184	881
Total noncurrent assets	619,215	618,742	597,926
Total assets	775,196	783,149	744,152
Current liabilities:
Accounts payable	47,846	49,282	47,291
Accrued liabilities	54,420	60,496	47,846
Revolving lines of credit	23,529	16,033	18,178
Current portion of long-term debt	5,741	7,527	9,769
Income taxes payable	640	3,474	379
Deferred tax liabilities, net	29	29	43
Total current liabilities	132,205	136,841	123,506
Noncurrent liabilities:
Long-term debt	332,306	327,724	368,102
Noncurrent deferred tax liabilities, net	82,638	85,442	86,620
Deferred rent and other long-term liabilities	36,354	35,956	30,116
Total noncurrent liabilities	451,298	449,122	484,838
Total liabilities	583,503	585,963	608,344
Commitments and contingencies (Note 7)
Shareholders' equity:
Common stock, $0.01 par value, 250,000,000 shares authorized, 47,974,829 shares issued and outstanding at May 31, 2014; 250,000,000 shares authorized, 47,941,180 shares issued and outstanding at March 1, 2014; 3,528,280 shares authorized, 2,942,326 shares issued and 2,929,466 shares outstanding at June 1, 2013	480	479	29
Preferred stock, $0.01 par value:
Additional paid-in capital	854,174	853,295	455,346
Accumulated other comprehensive (loss) income	(1,111)	1,683	(158)
Retained deficit	(661,850)	(658,271)	(318,626)
Treasury stock, no shares at May 31, 2014 and March 1, 2014;13,426 shares at June 1, 2013			(787)
Total shareholders' equity	191,693	197,186	135,808
Total liabilities and shareholders' equity	775,196	783,149	744,152
Senior cumulative preferred stock
Preferred stock, $0.01 par value:
Preferred stock			2
Junior cumulative preferred stock
Preferred stock, $0.01 par value:
Preferred stock			$ 2

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Consolidated statements of comprehensive income (loss) (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	May 31, 2014	Jun. 01, 2013
Consolidated statements of comprehensive income (loss)
Unrealized gain (loss) on financial instruments, taxes	$ (16)	$ 111

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Segment reporting (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	May 31, 2014 segment	Jun. 01, 2013	Mar. 01, 2014
Segment reporting
Number of reportable segments	2
Segment reporting
Sales	$ 173,438	$ 159,645
Interest expense, net	4,302	5,555
Income (loss) before taxes	(5,507)	(6,815)
Assets(1)	775,196	744,152	783,149
Loss on extinguishment of debt		1,101
Operating segments | TCS
Segment reporting
Sales	149,729	137,479
Interest expense, net	7	17
Income (loss) before taxes	(102)	2,722
Assets(1)	604,651	579,820
Operating segments | Elfa
Segment reporting
Sales	23,709	22,166
Interest expense, net	161	240
Income (loss) before taxes	251	(1,150)
Assets(1)	142,748	138,259
Corporate/other
Segment reporting
Interest expense, net	4,134	5,298
Income (loss) before taxes	(5,656)	(8,387)
Assets(1)	27,797	26,073
Loss on extinguishment of debt		1,101
lntersegment
Segment reporting
Sales	(8,468)	(8,309)
lntersegment | Elfa
Segment reporting
Sales	$ 8,468	$ 8,309
Elfa | Elfa
Segment reporting
Number of countries in which products are sold on wholesale basis	30

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Fair value measurements (Tables)

3 Months Ended

May 31, 2014

Fair value measurements

Schedule of items measured at fair value on a recurring basis, subject to the disclosure requirements of ASC 820

			May 31,		March 1,		June 1,
Description		Balance Sheet Location	2014		2014		2013
Assets
Nonqualified retirement plan	Level 2	Other current assets	$	3,555	$	3,401	$	2,817
Foreign currency hedge instruments	Level 2	Forward contracts	—		—		329
Total assets			$	3,555	$	3,401	$	3,146
Liabilities
Nonqualified retirement plan	Level 2	Accrued liabilities	3,563		3,417		2,824
Total liabilities			$	3,563	$	3,417	$	2,824

Schedule of carrying values and estimated fair values of the Company's long-term debt, including current maturities

		May 31, 2014
		Carrying		Fair
		value		value
Senior secured term loan facility	Level 2	$	327,628	$	326,808
Elfa term loan facility	Level 2	935		935
Revolving credit facility	Level 3	8,000		8,000
Other loans	Level 3	1,484		1,484
		$	338,047	$	337,227

		March 1, 2014
		Carrying		Fair
		value		value
Senior secured term loan facility	Level 2	$	328,533	$	330,176
Elfa term loan facility	Level 2	1,950		1,948
Other loans	Level 3	4,768		4,686
		$	335,251	$	336,810

		June 1, 2013
		Carrying		Fair
		value		value
Senior secured term loan facility	Level 2	$	362,250	$	362,250
Elfa term loan facility	Level 3	4,719		4,776
Revolving credit facility	Level 3	5,000		5,000
Other loans	Level 3	5,902		5,892
		$	377,871	$	377,918

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Description of business and basis of presentation (Details)	3 Months Ended
	May 31, 2014 item
Description of business and basis of presentation
Number of stores	66
Average selling square feet in stores (in square feet)	19,000
Number of states	24
Elfa | Elfa
Description of business
Number of countries in which products are sold on wholesale basis	30

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Consolidated statements of cash flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	May 31, 2014	Jun. 01, 2013
Operating activities
Net loss	$ (3,579)	$ (4,795)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	7,256	7,470
Stock-based compensation	277	99
Excess tax benefit from stock-based compensation	(15)
Loss on disposal of property and equipment	100	22
Deferred tax benefit	(2,106)	(1,791)
Noncash refinancing expense		723
Noncash interest	489	434
Changes in operating assets and liabilities:
Accounts receivable	2,558	2,090
Inventory	(9,728)	(9,523)
Prepaid expenses and other assets	5,369	5,076
Accounts payable and accrued liabilities	(5,489)	(4,205)
Income taxes payable	(3,340)	(3,128)
Other noncurrent liabilities	445	255
Net cash used in operating activities	(7,763)	(7,273)
Investing activities
Additions to property and equipment	(13,418)	(9,450)
Proceeds from sale of property and equipment		388
Net cash used in investing activities	(13,418)	(9,062)
Financing activities
Borrowings on revolving lines of credit	18,334	16,334
Payments on revolving lines of credit	(9,961)	(11,205)
Borrowings on long-term debt	8,000	95,000
Payments on long-term debt	(5,172)	(2,203)
Payment of debt issuance costs		(3,046)
Proceeds from the exercise of stock options	587
Excess tax benefit from stock-based compensation	15
Payment of distributions to preferred shareholders		(90,000)
Net cash provided by financing activities	11,803	4,880
Effect of exchange rate changes on cash	(58)	(193)
Net decrease in cash	(9,436)	(11,648)
Cash at beginning of period	18,046	25,351
Cash at end of period	$ 8,610	$ 13,703

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Consolidated balance sheets (Parenthetical) (USD $)	May 31, 2014	Mar. 01, 2014	Jun. 01, 2013
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized	250,000,000	250,000,000	3,528,280
Common stock, shares issued	47,974,829	47,941,180	2,942,326
Common stock, shares outstanding	47,974,829	47,941,180	2,929,466
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Treasury stock, shares	0	0	13,426
Senior cumulative preferred stock
Preferred stock, shares authorized	0	0	250,000
Preferred stock, shares issued	0	0	202,480
Preferred stock, shares outstanding	0	0	202,196
Junior cumulative preferred stock
Preferred stock, shares authorized	0	0	250,000
Preferred stock, shares issued	0	0	202,480
Preferred stock, shares outstanding	0	0	202,196

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Fair value measurements

3 Months Ended

May 31, 2014

Fair value measurements

Fair value measurements

10.  Fair value measurements

Under generally accepted accounting principles, the Company is required to a) measure certain assets and liabilities at fair value or b) disclose the fair values of certain assets and liabilities recorded at cost. Accounting standards define fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. Fair value is calculated assuming the transaction occurs in the principal or most advantageous market for the asset or liability and includes consideration of non-performance risk and credit risk of both parties. Accounting standards pertaining to fair value establish a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value. These tiers include:

· Level 1—Valuation inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

· Level 2—Valuation inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

· Level 3—Valuation inputs are unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques.

As of May 31, 2014, March 1, 2014 and June 1, 2013, the Company held certain items that are required to be measured at fair value on a recurring basis. These included the nonqualified retirement plan and foreign currency forward contracts. The nonqualified retirement plan consists of investments purchased by employee contributions to retirement savings accounts. Foreign currency forward contracts are related to the Company’s attempts to hedge foreign currency fluctuation on purchases of inventory in Swedish krona. The Company’s foreign currency hedge instruments consist of over-the-counter (OTC) contracts, which are not traded on a public exchange. See Note 9 for further information on the Company’s hedging activities.

The fair values of the nonqualified retirement plan and foreign currency forward contracts are determined based on the market approach which utilizes inputs that are readily available in public markets or can be derived from information available in publicly quoted markets for comparable assets. Therefore, the Company has categorized these items as Level 2. The Company also considers counterparty credit risk and its own credit risk in its determination of all estimated fair values. The Company has consistently applied these valuation techniques in all periods presented and believes it has obtained the most accurate information available for the types of contracts it holds.

The following items are measured at fair value on a recurring basis, subject to the disclosure requirements of ASC 820, Fair Value Measurements:

			May 31,		March 1,		June 1,
Description		Balance Sheet Location	2014		2014		2013
Assets
Nonqualified retirement plan	Level 2	Other current assets	$	3,555	$	3,401	$	2,817
Foreign currency hedge instruments	Level 2	Forward contracts	—		—		329
Total assets			$	3,555	$	3,401	$	3,146
Liabilities
Nonqualified retirement plan	Level 2	Accrued liabilities	3,563		3,417		2,824
Total liabilities			$	3,563	$	3,417	$	2,824

The fair values of long-term debt were estimated using discounted cash flow analyses, quoted prices, as well as recent transactions for similar types of borrowing arrangements. As of May 31, 2014, March 1, 2014 and June 1, 2013, the carrying values and estimated fair values of the Company’s long-term debt, including current maturities, were:

		May 31, 2014
		Carrying		Fair
		value		value
Senior secured term loan facility	Level 2	$	327,628	$	326,808
Elfa term loan facility	Level 2	935		935
Revolving credit facility	Level 3	8,000		8,000
Other loans	Level 3	1,484		1,484
		$	338,047	$	337,227

		March 1, 2014
		Carrying		Fair
		value		value
Senior secured term loan facility	Level 2	$	328,533	$	330,176
Elfa term loan facility	Level 2	1,950		1,948
Other loans	Level 3	4,768		4,686
		$	335,251	$	336,810

		June 1, 2013
		Carrying		Fair
		value		value
Senior secured term loan facility	Level 2	$	362,250	$	362,250
Elfa term loan facility	Level 3	4,719		4,776
Revolving credit facility	Level 3	5,000		5,000
Other loans	Level 3	5,902		5,892
		$	377,871	$	377,918

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Document and Entity Information	3 Months Ended
	May 31, 2014	Jun. 27, 2014
Document and Entity Information
Entity Registrant Name	Container Store Group, Inc.
Entity Central Index Key	0001411688
Document Type	10-Q
Document Period End Date	May 31, 2014
Amendment Flag	false
Current Fiscal Year End Date	--02-28
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		47,974,830
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1

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Segment reporting

3 Months Ended

May 31, 2014

Segment reporting

Segment reporting

11.  Segment reporting

The Company’s operating segments were determined on the same basis as how it evaluates the performance internally. The Company’s two operating segments consist of TCS and Elfa. The TCS segment includes the Company’s retail stores, website and call center, as well as the installation services business.

The Elfa segment includes the manufacturing business that produces the elfa® brand products that are sold domestically exclusively through the TCS segment, as well as on a wholesale basis in approximately 30 countries around the world with a concentration in the Nordic region of Europe. The intersegment sales in the Elfa column represent elfa® product sales to the TCS segment. These sales and the related gross margin on merchandise recorded in TCS inventory balances at the end of the period are eliminated for consolidation purposes in the Corporate/Other column. The net sales to third parties in the Elfa column represent sales to customers outside of the United States.

Amounts in the Corporate/Other column include unallocated corporate expenses and assets, intersegment eliminations and other adjustments to segment results necessary for the presentation of consolidated financial results in accordance with generally accepted accounting principles.

In general, the Company uses the same measurements to calculate earnings or loss before income taxes for operating segments as it does for the consolidated company. However, interest expense related to the Senior Secured Term Loan Facility and the Revolving Credit Facility is recorded in the Corporate/Other column.

						Corporate/
Thirteen Weeks Ended May 31, 2014	TCS			Elfa		Other			Total
Net sales to third parties	$	149,729		$	23,709	$	—		$	173,438
Intersegment sales	—			8,468		(8,468		)	—
Interest expense, net	7			161		4,134			4,302
Income (loss) before taxes	(102		)	251		(5,656		)	(5,507		)
Assets(1)	604,651			142,748		27,797			775,196

						Corporate/
Thirteen Weeks Ended June 1, 2013	TCS		Elfa			Other			Total
Net sales to third parties	$	137,479	$	22,166		$	—		$	159,645
Intersegment sales	—		8,309			(8,309		)	—
Interest expense, net	17		240			5,298			5,555
Income (loss) before taxes(2)	2,722		(1,150		)	(8,387		)	(6,815		)
Assets(1)	579,820		138,259			26,073			744,152

(1)  Tangible assets in the Elfa column are located outside of the United States. Assets in Corporate/Other include assets located in the corporate headquarters and distribution center. Assets in Corporate/Other also include deferred tax assets and the fair value of forward contracts.

(2)  The Corporate/Other column includes $1,101 loss on extinguishment of debt during the thirteen weeks ended June 1, 2013.

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Consolidated statements of operations (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	May 31, 2014	Jun. 01, 2013
Consolidated statements of operations
Net sales	$ 173,438	$ 159,645
Cost of sales (excluding depreciation and amortization)	72,586	66,441
Gross profit	100,852	93,204
Selling, general, and administrative expenses (excluding depreciation and amortization)	91,189	83,449
Pre-opening costs	2,987	1,962
Depreciation and amortization	7,256	7,470
Restructuring charges		241
Other expenses	525	219
Loss on disposal of assets	100	22
Loss from operations	(1,205)	(159)
Interest expense	4,302	5,555
Loss on extinguishment of debt		1,101
Loss before taxes	(5,507)	(6,815)
Benefit for income taxes	(1,928)	(2,020)
Net loss	(3,579)	(4,795)
Less: Distributions accumulated to preferred shareholders		(22,299)
Net loss available to common shareholders	$ (3,579)	$ (27,094)
Basic and diluted net loss per common share (in dollars per share)	$ (0.07)	$ (9.25)
Weighted-average common shares outstanding - basic and diluted (in shares)	47,946,616	2,929,468

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Pension plans

3 Months Ended

May 31, 2014

Pension plans

Pension plans

5.  Pension plans

The Company provides pension benefits to the employees of Elfa under collectively bargained pension plans in Sweden, which are recorded in other long-term liabilities. The defined benefit plan provides benefits for participating employees based on years of service and final salary levels at retirement. The defined benefit plans are unfunded and approximately 2% of Elfa employees are participants in the defined benefit pension plan. Certain employees also participate in defined contribution plans for which Company contributions are determined as a percentage of participant compensation. The Company contributed $926 and $830 for defined contribution plans in the thirteen weeks ended May 31, 2014 and June 1, 2013, respectively.

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Net income (loss) per common share

3 Months Ended

May 31, 2014

Net income (loss) per common share

Net income (loss) per common share

4.  Net income (loss) per common share

Basic net income (loss) per common share is computed as net income (loss) available to common shareholders divided by the weighted-average number of common shares outstanding for the period. Net income (loss) available to common shareholders is computed as net income (loss) less accumulated distributions to preferred shareholders for the period.  Diluted net income (loss) per share is computed as net income (loss) available to common shareholders divided by the weighted-average number of common shares outstanding for the period plus common stock equivalents consisting of shares subject to stock-based awards with exercise prices less than or equal to the average market price of the Company’s common stock for the period, to the extent their inclusion would be dilutive. Potential dilutive securities are excluded from the computation of diluted net income (loss) per share if their effect is anti-dilutive.

The following is a reconciliation of net loss available to common shareholders and the number of shares used in the basic and diluted net loss per share calculations:

	Thirteen Weeks Ended
	May 31,			June 1,
	2014			2013
Numerator:
Net loss	$	(3,579	)	$	(4,795	)
Less: Distributions accumulated to preferred shareholders	—			(22,299		)
Net loss available to common shareholders	$	(3,579	)	$	(27,094	)
Denominator:
Weighted-average common shares outstanding — basic and diluted	47,946,616			2,929,468
Basic and diluted net loss per common share	$	(0.07	)	$	(9.25	)
Antidilutive securities not included:
Stock options outstanding	764,192			—

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Segment reporting (Tables)

3 Months Ended

May 31, 2014

Segment reporting

Schedule of segment reporting

						Corporate/
Thirteen Weeks Ended May 31, 2014	TCS			Elfa		Other			Total
Net sales to third parties	$	149,729		$	23,709	$	—		$	173,438
Intersegment sales	—			8,468		(8,468		)	—
Interest expense, net	7			161		4,134			4,302
Income (loss) before taxes	(102		)	251		(5,656		)	(5,507		)
Assets(1)	604,651			142,748		27,797			775,196

						Corporate/
Thirteen Weeks Ended June 1, 2013	TCS		Elfa			Other			Total
Net sales to third parties	$	137,479	$	22,166		$	—		$	159,645
Intersegment sales	—		8,309			(8,309		)	—
Interest expense, net	17		240			5,298			5,555
Income (loss) before taxes(2)	2,722		(1,150		)	(8,387		)	(6,815		)
Assets(1)	579,820		138,259			26,073			744,152

(1)  Tangible assets in the Elfa column are located outside of the United States. Assets in Corporate/Other include assets located in the corporate headquarters and distribution center. Assets in Corporate/Other also include deferred tax assets and the fair value of forward contracts.

(2)  The Corporate/Other column includes $1,101 loss on extinguishment of debt during the thirteen weeks ended June 1, 2013.

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Detail of certain balance sheet accounts (Tables)

3 Months Ended

May 31, 2014

Detail of certain balance sheet accounts

Schedule of detail of certain balance sheet accounts

	May 31,		March 1,		June 1,
	2014		2014		2013
Inventory:
Raw materials	$	4,668	$	4,677	$	5,061
Work in progress	1,604		1,683		2,221
Finished goods	88,354		79,235		83,868
	$	94,626	$	85,595	$	91,150
Accrued liabilities:
Accrued payroll, benefits, and bonuses	$	19,509	$	23,679	$	17,750
Unearned revenue	4,472		11,338		3,498
Accrued transaction and property tax	9,370		7,949		6,916
Gift cards and store credits outstanding	7,943		6,900		7,043
Accrued interest	2,453		2,481		3,529
Other accrued liabilities	10,673		8,149		9,110
	$	54,420	$	60,496	$	47,846

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Accumulated other comprehensive income

3 Months Ended

May 31, 2014

Accumulated other comprehensive income

Accumulated other comprehensive income

8.  Accumulated other comprehensive income

Accumulated other comprehensive income (“AOCI”) consists of changes in our foreign currency forward contracts, minimum pension liability, and foreign currency translation. The components of AOCI, net of tax, are shown below for the thirteen weeks ended May 31, 2014:

	Foreign currency forward contracts			Minimum pension liability			Foreign currency translation			Total
Balance at March 1, 2014	$	53		$	(1,153	)	$	2,783		$	1,683
Other comprehensive (loss) income before reclassifications, net of tax	—			61			(2,802		)	(2,741		)
Amounts reclassified to earnings, net of tax	(53		)	—			—			(53		)
Net current period other comprehensive (loss) income	(53		)	61			(2,802		)	(2,794		)
Balance at May 31, 2014	$	—		$	(1,092	)	$	(19	)	$	(1,111	)

Amounts reclassified from AOCI to earnings for the foreign currency forward contracts category are generally included in cost of sales in the Company’s consolidated statements of operations. For a description of the Company’s use of foreign currency forward contracts, refer to Note 9.

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Income taxes

3 Months Ended

May 31, 2014

Income taxes

Income taxes

6.  Income taxes

The Company’s effective income tax rate for the thirteen weeks ended May 31, 2014 was 35.0% compared to 29.6% for the thirteen weeks ended June 1, 2013. The increase in the effective tax rate is primarily due to a shift in the mix of projected domestic and foreign earnings, as well as fluctuations in the valuation allowance recorded against domestic earnings in the first quarter of fiscal 2013.

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Commitments and contingencies

3 Months Ended

May 31, 2014

Commitments and contingencies

Commitments and contingencies

7.  Commitments and contingencies

In connection with insurance policies, The Container Store, Inc. has outstanding standby letters of credit totaling $2,986 as of May 31, 2014.

The Company is subject to ordinary litigation and routine reviews by regulatory bodies that are incidental to its business, none of which is expected to have a material adverse effect on the Company’s financial condition, results of operations, or cash flows on an individual basis or in the aggregate.

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Foreign currency forward contracts

3 Months Ended

May 31, 2014

Foreign currency forward contracts

Foreign currency forward contracts

9.  Foreign currency forward contracts

The Company’s international operations and purchases of its significant product lines from foreign suppliers are subject to certain opportunities and risks, including foreign currency fluctuations. The Company utilizes foreign currency forward exchange contracts in Swedish krona to stabilize its retail gross margins and to protect its domestic operations from downward currency exposure by hedging purchases of inventory from its wholly owned subsidiary, Elfa. During the thirteen weeks ended May 31, 2014 and June 1, 2013, the Company used forward contracts for zero and 90.4% of inventory purchases in Swedish krona, respectively. All of the Company’s currency-related hedge instruments have terms from 1 to 12 months and require the Company to exchange currencies at agreed-upon rates at settlement.

The counterparties to the contracts consist of a limited number of major domestic and international financial institutions. The Company does not hold or enter into financial instruments for trading or speculative purposes. The Company records its financial hedge instruments on a gross basis and generally does not require collateral from these counterparties because it does not expect any losses from credit exposure. The Company did not have any material financial hedge instruments that did not qualify for hedge accounting treatment as of May 31, 2014, March 1, 2014 and June 1, 2013.

The Company records all foreign currency forward contracts on its consolidated balance sheet at fair value. Forward contracts not designated as hedges are adjusted to fair value through income. The Company accounts for its foreign currency hedge instruments as cash flow hedges, as defined. Changes in the fair value of the foreign currency hedge instruments that are considered to be effective, as defined, are recorded in other comprehensive income (loss) until the hedged item (inventory) is sold to the customer, at which time the deferred gain or loss is recognized through cost of sales. Any portion of a change in the foreign currency hedge instrument’s fair value that is considered to be ineffective, as defined, or that the Company has elected to exclude from its measurement of effectiveness, is immediately recorded in earnings as cost of sales. The Company records the fair value of its unsettled foreign currency forward contracts as cash flow hedges. As of May 31, 2014 and March 1, 2014, the Company had no unsettled foreign currency forward contracts.  As of June 1, 2013, the Company had $329 in fair value of its unsettled foreign currency forward contracts recorded as a total current asset in the accompanying consolidated balance sheets.

The change in fair value of the Company’s foreign currency forward contracts that qualify as cash flow hedges and are included in accumulated other comprehensive income (loss), net of taxes, are presented in Note 8 of these financial statements.

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Fair value measurements (Details 2) (USD $) In Thousands, unless otherwise specified	May 31, 2014	Mar. 01, 2014	Jun. 01, 2013
Carrying value
Fair value measurements
Fair value	$ 338,047	$ 335,251	$ 377,871
Fair value
Fair value measurements
Fair value	337,227	336,810	377,918
Level 2 | Carrying value | Senior secured term loan facility
Fair value measurements
Fair value	327,628	328,533	362,250
Level 2 | Carrying value | Senior secured term loan facility | Elfa
Fair value measurements
Fair value	935	1,950
Level 2 | Fair value | Senior secured term loan facility
Fair value measurements
Fair value	326,808	330,176	362,250
Level 2 | Fair value | Senior secured term loan facility | Elfa
Fair value measurements
Fair value	935	1,948
Level 3 | Carrying value | Revolving credit facility
Fair value measurements
Fair value	8,000		5,000
Level 3 | Carrying value | Senior secured term loan facility | Elfa
Fair value measurements
Fair value			4,719
Level 3 | Carrying value | Other loans
Fair value measurements
Fair value	1,484	4,768	5,902
Level 3 | Fair value | Revolving credit facility
Fair value measurements
Fair value	8,000		5,000
Level 3 | Fair value | Senior secured term loan facility | Elfa
Fair value measurements
Fair value			4,776
Level 3 | Fair value | Other loans
Fair value measurements
Fair value	$ 1,484	$ 4,686	$ 5,892

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Accumulated other comprehensive income (Tables)

3 Months Ended

May 31, 2014

Accumulated other comprehensive income

Schedule of components of AOCI, net of tax

	Foreign currency forward contracts			Minimum pension liability			Foreign currency translation			Total
Balance at March 1, 2014	$	53		$	(1,153	)	$	2,783		$	1,683
Other comprehensive (loss) income before reclassifications, net of tax	—			61			(2,802		)	(2,741		)
Amounts reclassified to earnings, net of tax	(53		)	—			—			(53		)
Net current period other comprehensive (loss) income	(53		)	61			(2,802		)	(2,794		)
Balance at May 31, 2014	$	—		$	(1,092	)	$	(19	)	$	(1,111	)

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Detail of certain balance sheet accounts (Details) (USD $) In Thousands, unless otherwise specified	May 31, 2014	Mar. 01, 2014	Jun. 01, 2013
Inventory:
Raw materials	$ 4,668	$ 4,677	$ 5,061
Work in progress	1,604	1,683	2,221
Finished goods	88,354	79,235	83,868
Inventory	94,626	85,595	91,150
Accrued Liabilities:
Accrued payroll, benefits and bonuses	19,509	23,679	17,750
Unearned revenue	4,472	11,338	3,498
Accrued transaction and property tax	9,370	7,949	6,916
Gift cards and store credits outstanding	7,943	6,900	7,043
Accrued interest	2,453	2,481	3,529
Other accrued liabilities	10,673	8,149	9,110
Accrued Liabilities	$ 54,420	$ 60,496	$ 47,846

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Consolidated statements of comprehensive income (loss) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	May 31, 2014	Jun. 01, 2013
Consolidated statements of comprehensive income (loss)
Net loss	$ (3,579)	$ (4,795)
Unrealized loss on financial instruments, net of taxes of ($16) and $111	(53)	(945)
Pension liability adjustment	61
Foreign currency translation adjustment	(2,802)	(1,926)
Comprehensive loss	$ (6,373)	$ (7,666)

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Detail of certain balance sheet accounts

3 Months Ended

May 31, 2014

Detail of certain balance sheet accounts

Detail of certain balance sheet accounts

3. Detail of certain balance sheet accounts

	May 31,		March 1,		June 1,
	2014		2014		2013
Inventory:
Raw materials	$	4,668	$	4,677	$	5,061
Work in progress	1,604		1,683		2,221
Finished goods	88,354		79,235		83,868
	$	94,626	$	85,595	$	91,150
Accrued liabilities:
Accrued payroll, benefits, and bonuses	$	19,509	$	23,679	$	17,750
Unearned revenue	4,472		11,338		3,498
Accrued transaction and property tax	9,370		7,949		6,916
Gift cards and store credits outstanding	7,943		6,900		7,043
Accrued interest	2,453		2,481		3,529
Other accrued liabilities	10,673		8,149		9,110
	$	54,420	$	60,496	$	47,846

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Net income (loss) per common share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	May 31, 2014	Jun. 01, 2013
Numerator:
Net loss	$ (3,579)	$ (4,795)
Less: Distributions accumulated to preferred shareholders		(22,299)
Net loss available to common shareholders	$ (3,579)	$ (27,094)
Denominator:
Weighted average common shares outstanding - basic and diluted	47,946,616	2,929,468
Basic and diluted net loss per common share (in dollars per share)	$ (0.07)	$ (9.25)
Antidilutive securities not included:
Stock options outstanding	764,192

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Net income (loss) per common share (Tables)

3 Months Ended

May 31, 2014

Net income (loss) per common share

Schedule of reconciliation of net loss available to common shareholders and the number of shares used in the basic and diluted net loss per share calculations

	Thirteen Weeks Ended
	May 31,			June 1,
	2014			2013
Numerator:
Net loss	$	(3,579	)	$	(4,795	)
Less: Distributions accumulated to preferred shareholders	—			(22,299		)
Net loss available to common shareholders	$	(3,579	)	$	(27,094	)
Denominator:
Weighted-average common shares outstanding — basic and diluted	47,946,616			2,929,468
Basic and diluted net loss per common share	$	(0.07	)	$	(9.25	)
Antidilutive securities not included:
Stock options outstanding	764,192			—