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EX-32.2 - EX-32.2 - J.Jill, Inc.jill-ex322_9.htm
EX-32.1 - EX-32.1 - J.Jill, Inc.jill-ex321_8.htm
EX-31.2 - EX-31.2 - J.Jill, Inc.jill-ex312_10.htm
EX-31.1 - EX-31.1 - J.Jill, Inc.jill-ex311_11.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

For the quarterly period ended July 29, 2017

OR

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: 001-38026

 

J.Jill, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

 

45-1459825

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

4 Batterymarch Park,

Quincy, MA 02169

 

02169

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (617) 376-4300

 

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    No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

  

Accelerated filer

 

Non-accelerated filer

 

  (Do not check if a small reporting company)

  

Smaller reporting company

 

 

 

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

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

As of September 12, 2017, the registrant had 43,747,944 shares of common stock, $0.01 par value per share, outstanding.

 

 

 

 


Table of Contents

 

 

 

 

Page

PART I.

FINANCIAL INFORMATION

 

 

Item 1.

Financial Statements

 

 

 

Consolidated Balance Sheets (Unaudited)

 

2

 

Consolidated Statements of Operations and Comprehensive Income (Unaudited)

 

3

 

Consolidated Statement of Shareholders’ / Members’ Equity (Unaudited)

 

4

 

Consolidated Statements of Cash Flows (Unaudited)

 

5

 

Notes to Consolidated Financial Statements (Unaudited)

 

6

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

10

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

18

Item 4.

Controls and Procedures

 

18

PART II.

OTHER INFORMATION

 

 

Item 1.

Legal Proceedings

 

19

Item 1A.

Risk Factors

 

19

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

19

Item 3.

Defaults Upon Senior Securities

 

19

Item 4.

Mine Safety Disclosures

 

19

Item 5.

Other Information

 

19

Item 6.

Exhibits

 

19

Signatures

 

20

Exhibit Index

 

21

 

 

1


 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

J.Jill, Inc.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except common unit and common share data)

 

 

 

July 29, 2017

 

 

January 28, 2017

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash

 

$

28,661

 

 

$

13,468

 

Accounts receivable

 

 

5,071

 

 

 

3,851

 

Inventories, net

 

 

62,790

 

 

 

66,641

 

Prepaid expenses and other current assets

 

 

12,566

 

 

 

18,559

 

Receivable from related party

 

 

 

 

 

1,922

 

Total current assets

 

 

109,088

 

 

 

104,441

 

Property and equipment, net

 

 

106,221

 

 

 

102,322

 

Intangible assets, net

 

 

156,222

 

 

 

163,483

 

Goodwill

 

 

197,026

 

 

 

197,026

 

Other assets

 

 

801

 

 

 

1,033

 

Total assets

 

$

569,358

 

 

$

568,305

 

Liabilities and Shareholders’ / Members’ Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

40,486

 

 

$

38,438

 

Accrued expenses and other current liabilities

 

 

41,422

 

 

 

46,121

 

Current portion of long-term debt

 

 

2,799

 

 

 

2,799

 

Total current liabilities

 

 

84,707

 

 

 

87,358

 

Long-term debt, net of discount and current portion

 

 

244,436

 

 

 

264,440

 

Deferred income taxes

 

 

72,391

 

 

 

73,511

 

Other liabilities

 

 

24,371

 

 

 

20,132

 

Total liabilities

 

 

425,905

 

 

 

445,441

 

Commitments and contingencies (see Note 9)

 

 

 

 

 

 

 

 

Shareholders’ / Members’ Equity

 

 

 

 

 

 

 

 

Common stock, par value $0.01 per share; 250,000,000 shares authorized;

   43,747,944 shares issued and outstanding at July 29, 2017

 

 

437

 

 

 

 

Common units, zero par value, 1,000,000 units authorized, issued and outstanding at

   January 28, 2017

 

 

 

 

 

 

Contributed capital

 

 

 

 

 

116,743

 

Additional paid-in capital

 

 

116,872

 

 

 

 

Accumulated earnings

 

 

26,144

 

 

 

6,121

 

Total shareholders’ / members’ equity

 

 

143,453

 

 

 

122,864

 

Total liabilities and shareholders’ / members’ equity

 

$

569,358

 

 

$

568,305

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

2


 

J.Jill, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (UNAUDITED)

(in thousands, except share and per share data)

 

 

 

For the Thirteen

Weeks Ended

 

 

For the Twenty-Six

Weeks Ended

 

 

 

July 29, 2017

 

 

July 30, 2016

 

 

July 29, 2017

 

 

July 30, 2016

 

Net sales

 

$

181,372

 

 

$

165,035

 

 

$

347,498

 

 

$

312,700

 

Costs of goods sold

 

 

58,724

 

 

 

52,180

 

 

 

109,242

 

 

 

98,339

 

Gross profit

 

 

122,648

 

 

 

112,855

 

 

 

238,256

 

 

 

214,361

 

Selling, general and administrative expenses

 

 

97,011

 

 

 

94,172

 

 

 

194,044

 

 

 

181,244

 

Operating income

 

 

25,637

 

 

 

18,683

 

 

 

44,212

 

 

 

33,117

 

Interest expense

 

 

5,084

 

 

 

4,674

 

 

 

10,029

 

 

 

8,786

 

Income before provision for income taxes

 

 

20,553

 

 

 

14,009

 

 

 

34,183

 

 

 

24,331

 

Provision for income taxes

 

 

8,557

 

 

 

5,860

 

 

 

14,160

 

 

 

10,109

 

Net income and total comprehensive income

 

$

11,996

 

 

$

8,149

 

 

$

20,023

 

 

$

14,222

 

Net income per common share attributable to common

   shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.29

 

 

$

0.19

 

 

$

0.48

 

 

$

0.33

 

Diluted

 

$

0.28

 

 

$

0.19

 

 

$

0.46

 

 

$

0.33

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

41,549,825

 

 

 

43,747,944

 

 

 

42,033,984

 

 

 

43,747,944

 

Diluted

 

 

43,554,275

 

 

 

43,747,944

 

 

 

43,559,781

 

 

 

43,747,944

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3


 

J.Jill, Inc.

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ / MEMBERS’ EQUITY (UNAUDITED)

(in thousands, except common share and common unit data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Shareholders’ /

 

 

 

Common Units

 

 

Common Stock

 

 

Contributed

 

 

Paid-in

 

 

Accumulated

 

 

Members’

 

 

 

Units

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Capital

 

 

Earnings

 

 

Equity

 

Balance, January 28, 2017

 

 

1,000,000

 

 

$

 

 

 

 

 

$

 

 

$

116,743

 

 

$

 

 

$

6,121

 

 

$

122,864

 

Other equity transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

305

 

 

 

 

 

 

 

 

 

305

 

Corporate conversion

 

 

(1,000,000

)

 

 

 

 

 

 

 

 

 

 

 

(117,048

)

 

 

117,048

 

 

 

 

 

 

 

Issuance of common stock

 

 

 

 

 

 

 

 

43,747,944

 

 

 

437

 

 

 

 

 

 

(437

)

 

 

 

 

 

 

Equity-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

261

 

 

 

 

 

 

261

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,023

 

 

 

20,023

 

Balance, July 29, 2017

 

 

 

 

$

 

 

 

43,747,944

 

 

$

437

 

 

$

 

 

$

116,872

 

 

$

26,144

 

 

$

143,453

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4


 

J.Jill, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

 

 

For the Twenty-Six

Weeks Ended

 

 

 

July 29, 2017

 

 

July 30, 2016

 

Net income

 

$

20,023

 

 

$

14,222

 

Operating activities:

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

17,131

 

 

 

18,598

 

Loss on disposal of fixed assets

 

 

340

 

 

 

384

 

Noncash amortization of deferred financing and debt discount costs

 

 

1,615

 

 

 

754

 

Equity-based compensation

 

 

261

 

 

 

285

 

Deferred rent liability

 

 

664

 

 

 

1,194

 

Deferred income taxes

 

 

(1,121

)

 

 

(4,187

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(1,219

)

 

 

(1,309

)

Tax receivable

 

 

 

 

 

4,407

 

Inventories

 

 

3,851

 

 

 

893

 

Prepaid expenses and other current assets

 

 

5,993

 

 

 

(421

)

Accounts payable

 

 

(221

)

 

 

(3,489

)

Accrued taxes payable

 

 

(528

)

 

 

8,528

 

Accrued expenses

 

 

(5,381

)

 

 

(3,696

)

Other noncurrent assets and liabilities

 

 

3,872

 

 

 

776

 

Net cash provided by operating activities

 

 

45,280

 

 

 

36,939

 

Investing activities:

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(10,915

)

 

 

(15,857

)

Net cash used in investing activities

 

 

(10,915

)

 

 

(15,857

)

Financing activities:

 

 

 

 

 

 

 

 

Repayments on long-term debt

 

 

(21,399

)

 

 

(1,350

)

Proceeds from long-term debt

 

 

-

 

 

 

40,000

 

Payment of debt issuance costs

 

 

-

 

 

 

(1,668

)

Receivable from related party

 

 

2,227

 

 

 

(72

)

Distribution to member

 

 

-

 

 

 

(70,000

)

Net cash used in financing activities

 

 

(19,172

)

 

 

(33,090

)

Net change in cash

 

 

15,193

 

 

 

(12,008

)

Cash:

 

 

 

 

 

 

 

 

Beginning of Period

 

 

13,468

 

 

 

27,505

 

End of Period

 

$

28,661

 

 

$

15,497

 

 

The accompanying notes are an integral part of these consolidated financial statements.

5


 

J.Jill, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Description of Business

J.Jill, Inc., “J.Jill” or the “Company,” is a nationally recognized women’s apparel brand focused on a loyal, engaged and affluent customer in the attractive 40-65 age segment. The J.Jill brand represents an easy, relaxed and inspired style that reflects the confidence and comfort of a woman with a rich, full life. We operate a highly profitable omnichannel platform that is well diversified across our direct and retail channels. We began as a catalog company and have been a pioneer of the omnichannel model with a compelling presence across stores, website and catalog since 1999. We take a data-centric approach, in which we leverage our database and apply our insights to manage our business as well as to acquire and engage customers to drive optimum value and productivity.

2. Summary of Significant Accounting Policies

Basis of Presentation

Our interim consolidated financial statements are unaudited. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted, in accordance with the rules of the Securities and Exchange Commission (the “SEC”). In the opinion of management, these interim consolidated financial statements contain all normal and recurring adjustments necessary to state fairly the financial position and results of operations of the Company. The consolidated balance sheet as of January 28, 2017 is derived from the audited consolidated balance sheet as of that date. The unaudited results of operations for the thirteen and twenty-six weeks ended July 29, 2017 are not necessarily indicative of future results or results to be expected for the full year ending February 3, 2018. You should read these statements in conjunction with our audited consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended January 28, 2017.

During the first quarter of 2017, Jill Intermediate LLC completed a corporate conversion from a Delaware limited liability company into a Delaware corporation and changed its name to J.Jill, Inc. Subsequent to this corporate conversion, J.Jill, Inc. completed an initial public offering (“IPO”). Refer to Note 7 Shareholders’ Equity for further details of the corporate conversion and IPO.

Recently Adopted Accounting Pronouncements

 

In May 2017, the FASB issued ASU 2017-09, CompensationStock Compensation (Topic 718): Scope of Modification Accounting, which clarifies application of the guidance to a change in the terms or conditions of a share-based payment award under Topic 718. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including early adoption to an interim period. This standard was early adopted in the second quarter of fiscal 2017. The adoption of ASU 2017-09 was done on a prospective basis and did not have a material impact on the consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350)Simplifying the Accounting for Goodwill Impairment. ASU 2017-04 removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This standard was early adopted as of January 29, 2017. The adoption of ASU 2017-04 was done on a prospective basis and did not have a material impact on the consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share—Based Payment Accounting. The amendments in this update involve several aspects of accounting for equity-based payment transactions, including income tax consequences, classification of awards, and classification on the statement of cash flows. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The adoption of ASU 2016-09 was done on a prospective basis and did not have a material impact on the consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. The amendments in this update more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards, under which an entity should measure inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The adoption of ASU 2015-11 was done on a prospective basis and did not have a material impact on the consolidated financial statements.

6


 

Recently Issued Accounting Pronouncements

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra—Entity Transfers of Assets Other Than Inventory. This update is intended to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. Under the new guidance, an entity would recognize the current and deferred income tax consequences of an intra-entity asset transfer when the transfer occurs. Intra-entity inventory transfers would still be an exception. The provisions of ASU 2016-16 are effective for reporting periods beginning after December 15, 2017. Early adoption is permitted. The amendments in this update should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is evaluating the impact that adopting ASU 2016-16 will have on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows—Classification of Certain Cash Receipts and Cash Payments, which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact that adopting ASU 2016-15 will have on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases. The amendments in this update include a new FASB ASC Topic 842, which supersedes Topic 840. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all entities as of the beginning of interim or annual reporting periods. The Company is currently evaluating the impact that adopting ASU 2016-02 will have on its consolidated financial statements and expects to raise significant “Right of Use” assets and significant, offsetting lease liabilities. These amounts have not yet been quantified.

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in FASB ASC 605. The new guidance established principles for reporting revenue and cash flows arising from an entity’s contracts with customers. This new revenue recognition standard will replace most of the recognition guidance within GAAP. This guidance was deferred by ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, issued by the FASB in August 2015, which deferred the effective date of ASU 2014-09 from annual and interim periods beginning after December 15, 2016 to annual and interim periods beginning after December 15, 2017. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations, which further clarifies the implementation guidance in ASU 2014-09. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, to expand the guidance on identifying performance obligations and licensing within ASU 2014-09. In May 2016, the FASB issued ASU 2016-12, Revenues from Contracts with Customers: Narrow—Scope Improvements and Practical Expedients, which amends the guidance in the new revenue standard on collectability, noncash consideration, presentation of sales tax, and transition. The amendments are intended to address implementation issues that were raised by stakeholders and provide additional practical expedients to reduce the cost and complexity of applying the new revenue standard. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which addresses various technical corrections for the ASUs listed above. These standards are effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Based on the Company’s preliminary assessment of these standards, it has identified certain changes to accounting policies, including the timing of revenue recognition, and direct response advertising costs and the gross versus net presentation of merchandise returns. The Company is continuing to assess the impact of the standards through evaluation of customer programs and relevant contracts. The Company plans to adopt these standards beginning in the first quarter of fiscal 2018 using the modified retrospective approach with a cumulative adjustment to retained earnings.

 

 

7


 

3. Debt

The components of the Company’s outstanding debt were as follows (in thousands):

 

 

 

July 29, 2017

 

 

January 28, 2017

 

Term Loan

 

$

254,576

 

 

$

275,975

 

Discount on debt and debt issuance costs

 

 

(7,341

)

 

 

(8,736

)

Less: Current portion

 

 

(2,799

)

 

 

(2,799

)

Net long-term debt

 

$

244,436

 

 

$

264,440

 

 

On June 16, 2017, the Company made a voluntary prepayment of $20.2 million, including accrued interest, on the Term Loan.

 

The Company was in compliance with all financial covenants as of July 29, 2017.

 

4. Income Taxes

The Company recorded income tax expense of $8.6 million and $14.2 million during the thirteen and twenty-six weeks ended July 29, 2017, respectively, and $5.9 million and $10.1 million during the thirteen and twenty-six weeks ended July 30, 2016, respectively. The effective tax rates were 41.6% and 41.4% in the thirteen and twenty-six weeks ended July 29, 2017, respectively, and 41.8% and 41.5% in the thirteen and twenty-six weeks ended July 30, 2016, respectively.

The effective tax rate for the thirteen and twenty-six weeks ended July 29, 2017 and July 30, 2016 exceeds the federal statutory rate of 35.0% primarily due to state income taxes and certain non-deductible IPO related expenses.

5. Earnings Per Share

The following table summarizes the computation of basic and diluted net income per share attributable to common shareholders (in thousands, except share and per share data):

 

 

For the Thirteen

Weeks Ended

 

 

For the Twenty-Six

Weeks Ended

 

 

 

July 29, 2017

 

 

July 30, 2016

 

 

July 29, 2017

 

 

July 30, 2016

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common shareholders:

 

$

11,996

 

 

$

8,149

 

 

$

20,023

 

 

$

14,222

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding, basic:

 

 

41,549,825

 

 

 

43,747,944

 

 

 

42,033,984

 

 

 

43,747,944

 

Dilutive effect of restricted shares

 

 

2,004,450

 

 

 

 

 

 

1,525,797

 

 

 

 

Weighted average number of common shares outstanding, diluted:

 

 

43,554,275

 

 

 

43,747,944

 

 

 

43,559,781

 

 

 

43,747,944

 

Net income per common share attributable to common shareholders, basic:

 

$

0.29

 

 

$

0.19

 

 

$

0.48

 

 

$

0.33

 

Net income per common share attributable to common shareholders, diluted:

 

$

0.28

 

 

$

0.19

 

 

$

0.46

 

 

$

0.33

 

 

The weighted average common shares for the diluted earnings per share calculation exclude the impact of outstanding equity awards if the assumed proceeds per share of the award is in excess of the related fiscal period’s average price of the Company’s common stock. Such awards are excluded because they would have an antidilutive effect. There were 283,230 and 280,038 such awards excluded for the thirteen and twenty-six weeks ended July 29, 2017. There were no awards excluded for the thirteen and twenty-six weeks ended July 30, 2016.

6. Equity-Based Compensation

Compensation expense was $0.2 million and $0.3 million for the thirteen and twenty-six weeks ended July 29, 2017, respectively, and $0.2 million and $0.3 million for the thirteen and twenty-six weeks ended July 30, 2016.

7. Shareholders’ Equity

On February 24, 2017, the Company completed a corporate conversion from a Delaware limited liability company named Jill Intermediate LLC into a Delaware corporation and changed its name to J.Jill, Inc. In conjunction with the corporate conversion, all of the outstanding equity of Jill Intermediate LLC converted into shares of common stock of J.Jill, Inc. Following the Company’s conversion from a limited liability company to a corporation, JJill Holdings, Inc. merged with and into J.Jill, Inc. on February 24, 2017, with J.Jill, Inc. continuing as the surviving entity.

8


 

On March 14, 2017, J.Jill, Inc. completed an IPO. An existing shareholder of the Company sold 11,666,667 shares of the Company’s common stock at a share price of $13.00 per share. The underwriters subsequently elected to exercise their over-allotment option to purchase an additional 865,000 shares of common stock from the selling shareholder at the IPO price of $13.00 per share. All proceeds of the IPO, net of the underwriter’s discount, were distributed to the selling shareholder.

Upon the closing of the IPO on March 14, 2017, JJill Topco Holdings, LP (“Topco”) completed a distribution of J.Jill, Inc. common stock to its partners that held vested and unvested common interests in accordance with its limited partnership agreement. The shares of J.Jill, Inc. common stock distributed in respect of unvested common interests became restricted J.Jill, Inc. common stock, subject to the original vesting terms of such common interests. Holders of vested and unvested common interests received a pro-rata distribution of vested and unvested J.Jill, Inc. common stock, equal to their fair value of common interests immediately prior to the distribution, resulting in no incremental fair value.

As a result, 2,385,001 shares of the 43,747,944 shares of J.Jill, Inc. common shares were treated as restricted shares upon closing of the IPO and will vest in accordance with the original vesting terms of the common interests.  All restricted shares of J.Jill, Inc. continue to be considered outstanding shares for legal purposes.  The restricted shares have been included in diluted earnings per share.

8. Related Party Transactions

For the twenty-six weeks ended July 29, 2017, the Company incurred an immaterial amount of out-of-pocket expenses in relation to the advisory services agreement with a related party. These expenses are included in operating expenses in the accompanying consolidated statements of operations and comprehensive income.

9. Commitments and Contingencies

Operating Lease Agreements

The Company recorded a deferred lease liability of $8.1 million and $6.5 million as of July 29, 2017 and January 28, 2017, respectively. In certain instances, the Company also receives tenant improvement incentives for its store leases, which it accrues and amortizes ratably over the life of the lease. The Company maintained a tenant improvement incentive liability of $12.9 million and $9.9 million as of July 29, 2017 and January 28, 2017, respectively.  

Total rental and common area maintenance expense was $14.9 million and $29.3 million for the thirteen and twenty-six weeks ended July 29, 2017, respectively, exclusive of contingent rental expense recorded of $0.4 million and $0.8 million for the same respective periods.

Total rental and common area maintenance expense was $13.8 million and $27.4 million for the thirteen and twenty-six weeks ended July 30, 2016, respectively, exclusive of contingent rental expense recorded of $0.5 million and $0.9 million for the same respective periods.

Legal Proceedings

The Company is subject to various legal proceedings that arise in the ordinary course of business. The Company accrues for liabilities associated with these proceedings which are determined to be probable and which can be reasonably estimated. Although the outcome of such proceedings cannot be predicted with certainty, management does not believe that it is reasonably possible that these outstanding proceedings will result in unaccrued losses that would be material. The Company maintains insurance policies to mitigate the financial impact of certain litigation.

9


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. The following discussion contains forward-looking statements that reflect our plans, estimates and assumptions. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause such differences are discussed in the sections of this Quarterly Report on Form 10-Q titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements”.

We operate on a 52- or 53-week fiscal year that ends on the Saturday that is closest to January 31. Each fiscal year generally is comprised of four 13-week fiscal quarters, although in the years with 53 weeks, the fourth quarter represents a 14-week period. The fiscal year ended January 28, 2017 (“Fiscal Year 2016”) and the fiscal year ending February 3, 2018 (“Fiscal Year 2017”) are comprised of 52 weeks and 53 weeks, respectively.

Overview

J.Jill is a nationally recognized women’s apparel brand focused on a loyal, engaged and affluent customer in the attractive 40-65 age segment. The J.Jill brand represents an easy, relaxed and inspired style that reflects the confidence and comfort of a woman with a rich, full life. We operate a highly profitable omnichannel platform that is well diversified across our direct and retail channels. We began as a catalog company and have been a pioneer of the omnichannel model with a compelling presence across stores, website and catalog since 1999. We take a data-centric approach, in which we leverage our database and apply our insights to manage our business as well as to acquire and engage customers to drive optimum value and productivity.

Factors Affecting Our Operating Results

Various factors are expected to continue to affect our results of operations going forward, including the following:

Overall Economic Trends. Consumer purchases of clothing and other merchandise generally decline during recessionary periods and other periods when disposable income is adversely affected, and consequently our results of operations may be affected by general economic conditions. For example, reduced consumer confidence and lower availability and higher cost of consumer credit may reduce demand for our merchandise and may limit our ability to increase or sustain prices. The growth rate of the market could be affected by macroeconomic conditions in the United States.

Consumer Preferences and Fashion Trends. Our ability to maintain our appeal to existing customers and attract new customers depends on our ability to anticipate fashion trends. During periods in which we have successfully anticipated fashion trends, we have generally had more favorable results.

Competition. The retail industry is highly competitive and retailers compete based on a variety of factors, including design, quality, price and customer service. Levels of competition and the ability of our competitors to more accurately predict fashion trends and otherwise attract customers through competitive pricing or other factors may impact our results of operations.

Our Strategic Initiatives. We are in the process of implementing significant business initiatives that have had and will continue to have an impact on our results of operations. Although these initiatives are designed to create growth in our business and continuing improvement in our operating results, the timing of expenditures related to these initiatives, as well as the achievement of returns on our investments, may affect our results of operation in future periods.

Pricing and Changes in Our Merchandise Mix. Our product offering changes from period to period, as do the prices at which goods are sold and the margins we are able to earn from the sales of those goods. The levels at which we are able to price our merchandise are influenced by a variety of factors, including the quality of our products, cost of production, prices at which our competitors are selling similar products and the willingness of our customers to pay for products.

How We Assess the Performance of Our Business

In assessing the performance of our business, we consider a variety of financial and operating metrics, including GAAP and non-GAAP measures, including the following:

Net sales consists primarily of revenues, net of merchandise returns and discounts, generated from the sale of apparel and accessory merchandise through our direct channel and retail channel. Net sales also include shipping and handling fees collected from

10


 

customers. Revenue from our retail channel is recognized at the time of sale and revenue from our direct channel is recognized upon receipt of merchandise by the customer.

Net sales are impacted by the size of our active customer base, product assortment and availability, marketing and promotional activities and the spending habits of our customers. Net sales are also impacted by the migration of single-channel customers to omni-channel customers who, on average, spend nearly three times more than single-channel customers.

Total company comparable sales includes net sales from our full-price stores that have been open for more than 52 weeks and from our direct channel. This measure highlights the performance of existing stores open during the period, while excluding the impact of new store openings and closures. When a store in the total company comparable store base is temporarily closed for remodeling or other reasons, it is included in total company comparable sales only using the full weeks it was open. Certain of our competitors and other retailers may calculate total company comparable sales differently than we do. As a result, the reporting of our total company comparable sales may not be comparable to sales data made available by other companies.

Number of stores reflects all stores open at the end of a reporting period. In connection with opening new stores, we incur pre-opening costs. Pre-opening costs include expenses incurred prior to opening a new store and primarily consist of payroll, travel, training, marketing, initial opening supplies and costs of transporting initial inventory and fixtures to store locations, as well as occupancy costs incurred from the time of possession of a store site to the opening of that store. These pre-opening costs are included in selling, general and administrative expenses and are generally incurred and expensed within 30 days of opening a new store.

Gross profit is equal to our net sales less costs of goods sold. Gross profit as a percentage of our net sales is referred to as gross margin. Costs of goods sold includes the direct costs of sold merchandise, inventory shrinkage, and adjustments and reserves for excess, aged and obsolete inventory. We review our inventory levels on an ongoing basis to identify slow-moving merchandise and use product markdowns to efficiently sell these products. Changes in the assortment of our products may also impact our gross profit. The timing and level of markdowns are driven by customer acceptance of our merchandise. Certain of our competitors and other retailers may report costs of goods sold differently than we do. As a result, the reporting of our gross profit and gross margin may not be comparable to other companies.

The primary drivers of the costs of goods sold are raw materials, which fluctuate based on certain factors beyond our control, including labor conditions, transportation or freight costs, energy prices, currency fluctuations and commodity prices. We place orders with merchandise suppliers in United States dollars and, as a result, are not exposed to significant foreign currency exchange risk.

Selling, general and administrative expenses include all operating costs not included in costs of goods sold. These expenses include all payroll and related expenses, occupancy costs and other operating expenses related to our stores and to our operations at our headquarters, including utilities, depreciation and amortization. These expenses also include marketing expense, including catalog production and mailing costs, warehousing, distribution and shipping costs, customer service operations, consulting and software services, professional services and other administrative costs.

Our historical revenue growth has been accompanied by increased selling, general and administrative expenses. The most significant increases were in occupancy costs associated with retail store expansion, and in marketing and payroll investments. While we expect these expenses to increase as we continue to open new stores, increase brand awareness and grow our business, we believe these expenses will decrease as a percentage of net sales over time.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. We expect that compliance with the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC, will increase our legal and financial compliance costs and will make some activities more time consuming and costly. In addition, we expect that our management and other personnel will need to devote substantial time to these public company requirements. In particular, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of the Sarbanes-Oxley Act. In that regard, we have hired additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.

Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA represents net income (loss) plus interest expense, provision (benefit) for income taxes, depreciation and amortization, equity-based compensation expense, write-off of property and equipment, and other non-recurring expenses, primarily consisting of outside legal and professional fees associated with certain non-recurring transactions and events. We present Adjusted EBITDA on a consolidated basis because our management uses it as a supplemental measure in assessing our operating performance, and we believe that it is helpful to investors, securities analysts and other interested parties as a supplemental measure of our comparative operating performance from period to period. We also use

11


 

Adjusted EBITDA as one of the primary methods for planning and forecasting overall expected performance of our business and for evaluating on a quarterly and annual basis actual results against such expectations. Further, we recognize Adjusted EBITDA as a commonly used measure in determining business value and as such, use it internally to report results. Adjusted EBITDA margin represents, for any period, Adjusted EBITDA as a percentage of net sales.

While we believe that Adjusted EBITDA is useful in evaluating our business, Adjusted EBITDA is a non- GAAP financial measure that has limitations as an analytical tool. Adjusted EBITDA should not be considered an alternative to, or substitute for, net income (loss), which is calculated in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate Adjusted EBITDA differently or not at all, which reduces the usefulness of Adjusted EBITDA as a tool for comparison. We recommend that you review the reconciliation and calculation of Adjusted EBITDA and Adjusted EBITDA margin to net income (loss), the most directly comparable GAAP financial measure, below and not rely solely on Adjusted EBITDA or any single financial measure to evaluate our business.

Reconciliation of Net Income to Adjusted EBITDA and Calculation of Adjusted EBITDA Margin

The following table provides a reconciliation of net income to Adjusted EBITDA and the calculation of Adjusted EBITDA margin for the periods presented.

 

 

 

For the Thirteen

Weeks Ended

 

 

For the Twenty-Six

Weeks Ended

 

(in thousands, except share and per share data)

 

July 29, 2017

 

 

July 30, 2016

 

 

July 29, 2017

 

 

July 30, 2016

 

Statements of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

11,996

 

 

$

8,149

 

 

$

20,023

 

 

$

14,222

 

Interest expense

 

 

5,084

 

 

 

4,674

 

 

 

10,029

 

 

 

8,786

 

Provision for income taxes

 

 

8,557

 

 

 

5,860

 

 

 

14,160

 

 

 

10,109

 

Depreciation and amortization

 

 

8,341

 

 

 

8,340

 

 

 

17,140

 

 

 

18,601

 

Equity-based compensation expense(a)

 

 

237

 

 

 

210

 

 

 

261

 

 

 

285

 

Write-off of property and equipment (b)

 

 

338

 

 

 

384

 

 

 

340

 

 

 

384

 

Other non-recurring expenses(c)

 

 

721

 

 

 

3,455

 

 

 

4,306

 

 

 

4,563

 

Adjusted EBITDA

 

$

35,274

 

 

$

31,072

 

 

$

66,259

 

 

$

56,950

 

Net sales

 

$

181,372

 

 

$

165,035

 

 

$

347,498

 

 

$

312,700

 

Adjusted EBITDA margin

 

 

19.4

%

 

 

18.8

%

 

 

19.1

%

 

 

18.2

%

 

(a)

Represents expenses associated with equity incentive instruments granted to our management and board of directors. Incentive instruments are accounted for as equity-classified awards with the related compensation expense recognized based on fair value at the date of the grants.

(b)

Represents net gain or loss on the disposal of fixed assets.

(c)

Represents items management believes are not indicative of ongoing operating performance. These expenses are primarily composed of legal and professional fees associated with the initial public offering completed March 14, 2017 and subsequent transition to a public company.

Factors Affecting the Comparability of our Results of Operations

On February 24, 2017, we completed a conversion from a Delaware limited liability company named Jill Intermediate LLC into a Delaware corporation and changed our name to J.Jill, Inc. In conjunction with the conversion, all of our outstanding equity interests converted into shares of common stock. Accordingly, all historical earnings per share amounts presented in the accompanying consolidated statements of operations and comprehensive income and the related notes to the consolidated financial statements have been retroactively adjusted to reflect our conversion from a limited liability company to a corporation.

Following our conversion from a limited liability company to a corporation, J.Jill, Inc. merged with and into its direct parent company, JJill Holdings, Inc., on February 24, 2017, with J.Jill, Inc. continuing as the surviving entity. JJill Holdings, Inc. did not have operations of its own, except for buyer transaction costs of $8.6 million incurred in the second quarter of 2015 to execute the acquisition of Jill Intermediate LLC.

12


 

Results of Operations

Thirteen weeks ended July 29, 2017 Compared to Thirteen weeks ended July 30, 2016

The following table summarizes our consolidated results of operations for the periods indicated:

 

 

 

For the Thirteen

Weeks Ended

 

 

Change from the Thirteen Weeks Ended July 30, 2016 to the Thirteen Weeks

 

(in thousands)

 

July 29, 2017

 

 

July 30, 2016

 

 

Ended July 29, 2017

 

 

 

Dollars

 

 

% of Net

Sales

 

 

Dollars

 

 

% of Net

Sales

 

 

$ Change

 

 

% Change

 

Net sales

 

$

181,372

 

 

 

100.0

%

 

$

165,035

 

 

 

100.0

%

 

$

16,337

 

 

 

9.9

%

Costs of goods sold

 

 

58,724

 

 

 

32.4

%

 

 

52,180

 

 

 

31.6

%

 

 

6,544

 

 

 

12.5

%

Gross profit

 

 

122,648

 

 

 

67.6

%

 

 

112,855

 

 

 

68.4

%

 

 

9,793

 

 

 

8.7

%

Selling, general and administrative expenses

 

 

97,011

 

 

 

53.5

%

 

 

94,172

 

 

 

57.1

%

 

 

2,839

 

 

 

3.0

%

Operating income

 

 

25,637

 

 

 

14.1

%

 

 

18,683

 

 

 

11.3

%

 

 

6,954

 

 

 

37.2

%

Interest expense

 

 

5,084

 

 

 

2.8

%

 

 

4,674

 

 

 

2.8

%

 

 

410

 

 

 

8.8

%

Income before provision for income taxes

 

 

20,553

 

 

 

11.3

%

 

 

14,009

 

 

 

8.5

%

 

 

6,544

 

 

 

46.7

%

Provision for income taxes

 

 

8,557

 

 

 

4.7

%

 

 

5,860

 

 

 

3.6

%

 

 

2,697

 

 

 

46.0

%

Net income

 

$

11,996

 

 

 

6.6

%

 

$

8,149

 

 

 

4.9

%

 

$

3,847

 

 

 

47.2

%

 

Net Sales

Net sales for the thirteen weeks ended July 29, 2017 increased $16.3 million, or 9.9%, to $181.4 from $165.0 million for the thirteen weeks ended July 30, 2016.  At the end of those same periods, we operated 274 and 265 retail stores, respectively.

Our direct channel was responsible for 43% of our net sales in the thirteen weeks ended July 29, 2017 and 42% in the thirteen weeks ended July 30, 2016. Our retail channel was responsible for 57% of our net sales in the thirteen weeks ended July 29, 2017 and 58% in the thirteen weeks ended July 30, 2016. The increase in net sales was due to a 7.8% increase in total comparable company sales, driven by an increase in our active customer base, and an increase in store count.

Gross Profit and Costs of Goods Sold

Gross profit for the thirteen weeks ended July 29, 2017 increased $9.8 million, or 8.7%, to $122.6 from $112.9 million for the thirteen weeks ended July 30, 2016. The increase was primarily due to increased sales.  The gross margin for the thirteen weeks ended July 29, 2017 was 67.6% compared to 68.4% for the thirteen weeks ended July 30, 2016, due to an increase in promotions.

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses for the thirteen weeks ended July 29, 2017 increased $2.8 million, or 3.0%, to $97.0 from $94.2 million for the thirteen weeks ended July 30, 2016. The increase is related to higher sales related expenses of $4.5 million and increased marketing costs of $0.8 million.  These increases were offset by a decrease in non-recurring costs of $2.7 million, reflecting costs incurred in the thirteen weeks ended July 29, 2016, which were associated with the March 14, 2017 initial public offering.

As a percentage of net sales, selling, general and administrative expenses were 53.5% for the thirteen weeks ended July 29, 2017 compared to 57.1% for the thirteen weeks ended July 30, 2016.  

Interest Expense

Interest expense for the thirteen weeks ended July 29, 2017 increased $0.4 million, or 8.8%, to $5.1 from $4.7 million for the thirteen weeks ended July 30, 2016. The increase was primarily due to the acceleration of deferred financing amortization costs associated with a voluntary principal prepayment on the Term Loan of $20.0 million made in June 2017.

Provision for Income Taxes

The provision for income taxes for the thirteen weeks ended July 29, 2017 increased $2.7 million, or 46.0%, to $8.6 from $5.9 million for the thirteen weeks ended July 30, 2016. Our effective tax rates for the same periods were 41.6% and 41.8%, respectively.

13


 

Twenty-six weeks ended July 29, 2017 Compared to Twenty-six weeks ended July 30, 2016

The following table summarizes our consolidated results of operations for the periods indicated:

 

 

 

For the Twenty-Six

Weeks Ended

 

 

Change from the Twenty-Six Weeks Ended July 30, 2016 to the Twenty-Six

 

(in thousands)

 

July 29, 2017

 

 

July 30, 2016

 

 

Weeks Ended July 29, 2017

 

 

 

Dollars

 

 

% of Net

Sales

 

 

Dollars

 

 

% of Net

Sales

 

 

$ Change

 

 

% Change

 

Net sales

 

$

347,498

 

 

 

100.0

%

 

$

312,700

 

 

 

100.0

%

 

$