Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Apr. 29, 2023 | May 31, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Apr. 29, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | JILL | |
Entity Registrant Name | J.Jill, Inc. | |
Entity Central Index Key | 0001687932 | |
Current Fiscal Year End Date | --01-28 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38026 | |
Entity Tax Identification Number | 45-1459825 | |
Entity Address, Address Line One | 4 Batterymarch Park | |
Entity Address, City or Town | Quincy | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02169 | |
City Area Code | 617 | |
Local Phone Number | 376-4300 | |
Entity Common Stock, Shares Outstanding | 10,585,346 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Security Exchange Name | NYSE | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Apr. 29, 2023 | Jan. 28, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 27,891 | $ 87,053 |
Accounts receivable | 8,153 | 7,039 |
Inventories, net | 53,788 | 50,585 |
Prepaid expenses and other current assets | 17,313 | 16,143 |
Total current assets | 107,145 | 160,820 |
Property and equipment, net | 53,791 | 53,497 |
Intangible assets, net | 71,452 | 73,188 |
Goodwill | 59,697 | 59,697 |
Operating lease assets, net | 115,564 | 119,118 |
Other assets | 318 | 97 |
Total assets | 407,967 | 466,417 |
Current liabilities: | ||
Accounts payable | 41,858 | 39,306 |
Accrued expenses and other current liabilities | 38,846 | 49,730 |
Current portion of long-term debt | 8,750 | 3,424 |
Current portion of operating lease liabilities | 34,160 | 34,527 |
Total current liabilities | 123,614 | 126,987 |
Long-term debt, net of discount and current portion | 151,787 | 195,517 |
Long-term debt, net of discount - related party | 9,719 | |
Deferred income taxes | 9,956 | 10,059 |
Operating lease liabilities, net of current portion | 118,361 | 123,101 |
Other liabilities | 924 | 1,253 |
Total liabilities | 404,642 | 466,636 |
Commitments and contingencies (see Note 11) | ||
Shareholders' Equity (Deficit) | ||
Common stock, par value $0.01 per share; 50,000,000 shares authorized; 10,580,802 and 10,165,361 shares issued and outstanding at April 29, 2023 and January 28, 2023, respectively | 107 | 102 |
Additional paid-in capital | 210,948 | 212,005 |
Accumulated deficit | (207,730) | (212,326) |
Total shareholders' equity (deficit) | 3,325 | (219) |
Total liabilities and shareholders' equity (deficit) | $ 407,967 | $ 466,417 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Apr. 29, 2023 | Jan. 28, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 10,580,802 | 10,165,361 |
Common stock, shares outstanding | 10,580,802 | 10,165,361 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) | 3 Months Ended | |
Apr. 29, 2023 | Apr. 30, 2022 | |
Income Statement [Abstract] | ||
Net sales | $ 149,420,000 | $ 157,069,000 |
Costs of goods sold (exclusive of depreciation and amortization) | 41,880,000 | 47,606,000 |
Gross profit | 107,540,000 | 109,463,000 |
Selling, general and administrative expenses | 82,146,000 | 85,578,000 |
Operating income | 25,394,000 | 23,885,000 |
Loss on debt refinancing | 12,702,000 | 0 |
Interest expense, net | 5,057,000 | 3,658,000 |
Interest expense, net - related party | 1,074,000 | 802,000 |
Income before provision for income taxes | 6,561,000 | 19,425,000 |
Income tax provision | 1,965,000 | 5,010,000 |
Net income and total comprehensive income | $ 4,596,000 | $ 14,415,000 |
Net income per common share: | ||
Net income per common share, basic | $ 0.32 | $ 1.04 |
Net income per common share, diluted | $ 0.32 | $ 1.02 |
Weighted average common shares: | ||
Basic | 14,250,811 | 13,874,546 |
Diluted | 14,510,008 | 14,171,082 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Jan. 29, 2022 | $ (44,654) | $ 100 | $ 209,747 | $ (254,501) |
Beginning balance, shares at Jan. 29, 2022 | 10,001,422 | |||
Vesting of restricted stock units, shares | 146,852 | |||
Surrender of shares to pay withholding taxes | (821) | (821) | ||
Surrender of shares to pay withholding taxes, shares | (48,430) | |||
Equity-based compensation | 742 | 742 | ||
Net income | 14,415 | 14,415 | ||
Ending balance at Apr. 30, 2022 | (30,318) | $ 100 | 209,668 | (240,086) |
Ending balance, shares at Apr. 30, 2022 | 10,099,844 | |||
Beginning balance at Jan. 28, 2023 | $ (219) | $ 102 | 212,005 | (212,326) |
Beginning balance, shares at Jan. 28, 2023 | 10,165,361 | 10,165,361 | ||
Vesting of restricted stock units | $ 2 | (2) | ||
Vesting of restricted stock units, shares | 227,237 | |||
Surrender of shares to pay withholding taxes | $ (1,930) | (1,930) | ||
Surrender of shares to pay withholding taxes, shares | (66,423) | |||
Equity-based compensation | 878 | 878 | ||
Exercise of warrants | $ 3 | (3) | ||
Exercise of warrants, shares | 254,627 | |||
Net income | 4,596 | 4,596 | ||
Ending balance at Apr. 29, 2023 | $ 3,325 | $ 107 | $ 210,948 | $ (207,730) |
Ending balance, shares at Apr. 29, 2023 | 10,580,802 | 10,580,802 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Apr. 29, 2023 | Apr. 30, 2022 | |
Net Income | $ 4,596,000 | $ 14,415,000 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 5,568,000 | 6,713,000 |
Adjustment for exited retail stores | (243,000) | |
Loss on disposal of fixed assets | 20,000 | 92,000 |
Loss on debt refinancing | 12,702,000 | 0 |
Noncash interest expense, net | 1,562,000 | 1,242,000 |
Equity-based compensation | 878,000 | 742,000 |
Deferred rent incentives | (32,000) | (115,000) |
Deferred income taxes | (103,000) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,114,000) | (1,785,000) |
Inventories, net | (3,203,000) | (7,192,000) |
Prepaid expenses and other current assets | (1,170,000) | (1,679,000) |
Accounts payable | 1,502,000 | (3,560,000) |
Accrued expenses and other current liabilities | (11,276,000) | 502,000 |
Operating lease assets and liabilities | (1,553,000) | (1,969,000) |
Other noncurrent assets and liabilities | (518,000) | 5,000 |
Net cash provided by operating activities | 7,859,000 | 7,168,000 |
Investing activities: | ||
Purchases of property and equipment | (1,504,000) | (185,000) |
Capitalized software | (1,421,000) | (565,000) |
Net cash used in investing activities | (2,925,000) | (750,000) |
Financing activities: | ||
Proceeds from issuance of Term Loan | 164,050,000 | |
Third-party debt financing costs | (3,686,000) | |
Surrender of shares to pay withholding taxes | (1,930,000) | (821,000) |
Net cash used in financing activities | (64,096,000) | (1,536,000) |
Net change in cash and cash equivalents | (59,162,000) | 4,882,000 |
Cash: | ||
Beginning of Period | 87,053,000 | 35,957,000 |
End of Period | 27,891,000 | 40,839,000 |
Priming Term Loan [Member] | ||
Financing activities: | ||
Principal repayments | (201,349,000) | $ (715,000) |
Subordinated Term Loan-Related Party [Member] | ||
Financing activities: | ||
Principal repayments | $ (21,181,000) |
Description of Business
Description of Business | 3 Months Ended |
Apr. 29, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | 1. Description of Business J.Jill, Inc., “J.Jill” or the “Company”, is a national lifestyle brand that provides apparel, footwear and accessories designed to help its customers move through a full life with ease. The brand represents an easy, thoughtful, and inspired style that celebrates the totality of all women and designs its products with its core brand ethos in mind: keep it simple and make it matter. J.Jill offers a high touch customer experience through over 200 stores nationwide and a robust ecommerce platform. J.Jill is headquartered outside Boston. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Apr. 29, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation Our interim condensed 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 (“GAAP”) have been omitted, in accordance with the rules of the Securities and Exchange Commission (the “SEC”) associated with reporting of interim period financial information. We consistently applied the accounting policies described in our Annual Report on Form 10-K (the “2022 Annual Report”) for the fiscal year ended January 28, 2023 (“Fiscal Year 2022”) in preparing these unaudited interim condensed consolidated financial statements. J.Jill operates 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 ending February 3, 2024 (“Fiscal Year 2023”) is comprised of 53 weeks and Fiscal Year 2022 is comprised of 52 weeks. In the opinion of management, these interim condensed 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, 2023 is derived from the audited consolidated balance sheet as of that date. The unaudited results of operations for the thirteen weeks ended April 29, 2023 are not necessarily indicative of future results or results to be expected for Fiscal Year 2023. You should read these statements in conjunction with our audited consolidated financial statements and related notes in our 2022 Annual Report. Financial Statement Presentation Certain reclassifications have been made to prior periods to conform with the current period presentation. On the consolidated statement of cash flows, the Company reclassified amounts for capitalized software purchases for the thirteen weeks ended April 30, 2022 from purchases of property and equipment to a separate financial statement line item within investing activities to conform to the current presentation for the thirteen weeks ended April 29, 2023 of capitalized software purchases. Cost of Goods Sold Cost of goods sold (“COGS”) includes the direct costs of sold merchandise, which include customs, taxes, duties, commissions and inbound shipping costs, inventory shrinkage, and adjustments and reserves for excess, aged and obsolete inventory. COGS does not include distribution center costs and allocations of indirect costs, such as occupancy, depreciation, amortization, or labor and benefits. Selling, General and Administrative Expenses Selling, general and administrative expenses consist primarily of payroll and related expenses, occupancy costs, information systems 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 outbound shipping costs, customer service operations, consulting and software services, professional services and other administrative costs. |
Revenues
Revenues | 3 Months Ended |
Apr. 29, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | 3. Revenues Disaggregation of Revenue Net sales consist primarily of revenues, net of merchandise returns and discounts, generated from the sale of apparel and accessory merchandise through retail stores (“Retail”) and through our website and catalog orders (“Direct”). Net sales also include shipping and handling fees collected from customers, royalty revenues and marketing reimbursements related to our private label credit card agreement. Retail revenue is recognized at the time of sale and Direct revenue is recognized upon shipment of merchandise to the customer. The following table presents disaggregated revenues by source (in thousands): For the Thirteen Weeks Ended April 29, 2023 April 30, 2022 Retail $ 82,204 $ 84,212 Direct 67,216 72,857 Net sales $ 149,420 $ 157,069 Contract Liabilities The Company recognizes a contract liability when it has received consideration from the customer and has a future obligation to the customer. Total contract liabilities consisted of the following (in thousands): April 29, 2023 January 28, 2023 Contract liabilities: Signing bonus (1) $ 47 $ 82 Unredeemed gift cards 5,918 7,131 Total contract liabilities $ 5,965 $ 7,213 (1) Signing bonus is included in Accrued expenses and other current liabilities on the Company’s consolidated balance sheets as of April 29, 2023 and January 28, 2023. For the thirteen weeks ended April 29, 2023 and April 30, 2022, the Company recognized approximately $ 2.9 million and $ 3.0 million, respectively, of revenue related to gift card redemptions and breakage. Revenue recognized consists of gift cards that were part of the unredeemed gift card balance at the beginning of the period as well as gift cards that were issued and redeemed during the period. Performance Obligations The Company has a remaining immaterial performance obligation for a signing bonus related to the private label credit card agreement that is being amortized to revenue evenly through the third quarter of Fiscal Year 2023. Unredeemed gift cards also require a performance obligation for revenue to be recognized, but substantially all gift cards are redeemed in the first year of issuance. Practical Expedients and Policy Elections The Company excludes from its revenue all amounts collected from customers for sales taxes that are remitted to taxing authorities. Shipping and handling activities that occur after control of related goods transfers to the customer are accounted for as fulfillment activities rather than assessing these activities as performance obligations. The Company does not disclose remaining performance obligations that have an expected duration of one year or less. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Apr. 29, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 4. Goodwill and Other Intangible Assets The balance of goodwill was $ 59.7 million at April 29, 2023 and January 28, 2023. The accumulated goodwill impairment losses as of April 29, 2023 are $ 137.3 million. A summary of other intangible assets as of April 29, 2023 and January 28, 2023 is as follows (in thousands): April 29, 2023 Weighted Average Useful Life (Years) Gross Accumulated Amortization Accumulated Impairment Carrying Amount Indefinite-lived: Trade name N/A $ 58,100 $ — $ 24,100 $ 34,000 Definite-lived: Customer relationships 13.2 134,200 94,128 2,620 37,452 Total intangible assets $ 192,300 $ 94,128 $ 26,720 $ 71,452 January 28, 2023 Weighted Average Useful Life (Years) Gross Accumulated Amortization Accumulated Impairment Carrying Amount Indefinite-lived: Trade name N/A $ 58,100 $ — $ 24,100 $ 34,000 Definite-lived: Customer relationships 13.2 134,200 92,392 2,620 39,188 Total intangible assets $ 192,300 $ 92,392 $ 26,720 $ 73,188 Total amortization expense for these amortizable intangible assets was $ 1.7 million and $ 1.9 million for the thirteen weeks ended April 29, 2023 and April 30, 2022, respectively. Impairment Tests Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment at least annually at fiscal year-end, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. Definite-lived intangible assets are reviewed for impairment when events or circumstances indicate that the carrying value may not be recoverable. Judgments regarding indicators of potential impairment are based on market conditions and operational performance of the business. |
Debt
Debt | 3 Months Ended |
Apr. 29, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt The components of the Company’s outstanding long-term debt at April 29, 2023 and January 28, 2023 were as follows (in thousands): At April 29, 2023 Outstanding Balance Original Issue Discount Capitalized Fees & Expenses Balance Sheet Term Loan due 2028 $ 175,000 $ ( 10,847 ) $ ( 3,616 ) $ 160,537 Less: Current portion ( 8,750 ) — — ( 8,750 ) Net long-term debt $ 166,250 $ — $ — $ 151,787 At January 28, 2023 Outstanding Balance Original Issue Discount Capitalized Fees & Expenses Balance Sheet Priming Term Loan due 2024 $ 201,349 $ ( 786 ) $ ( 1,622 ) $ 198,941 Subordinated Term Loan due 2024 20,548 — ( 10,829 ) 9,719 Totals 221,897 ( 786 ) ( 12,451 ) 208,660 Less: Current portion ( 3,424 ) — — ( 3,424 ) Net long-term debt $ 218,473 $ ( 786 ) $ ( 12,451 ) $ 205,236 Term Loan Credit Agreement On April 5, 2023, the Company and Jill Acquisition LLC (the “Borrower”) entered into a Term Loan Credit Agreement (the “Term Loan Credit Agreement”) by and among the lenders party thereto and Jefferies Finance LLC (“Jefferies Finance”), as administrative and collateral agent. The Term Loan Credit Agreement provides for a secured term loan facility in an aggregate principal amount of $ 175.0 million with a maturity date of May 8, 2028 (the “Term Loan Facility”). Loans under the Term Loan Credit Agreement bear interest at the Borrower’s election at (1) Base Rate (as defined in the Term Loan Credit Agreement) plus 7.00 % or (2) Adjusted Term SOFR (as defined in the Term Loan Credit Agreement) plus 8.00 %, with Adjusted Term SOFR subject to a floor rate of 1.00 %. The Term Loan Credit Agreement facility is to be repaid in quarterly payments of $ 2.2 million from July 28, 2023 to May 2, 2025, and $ 3.3 million from August 1, 2025 to April 28, 2028 with the balance of the Term Loan Credit Agreement facility due upon maturity on May 8, 2028. The Borrower’s obligations under the Term Loan Credit Agreement are guaranteed by the Company and J.Jill Gift Card Solutions, Inc., a Florida corporation (“Jill Gift Card Solutions” and collectively with the Company, the “Guarantors”), and are secured by substantially all of the real and personal property of the Borrower and the Guarantors, subject to certain customary exceptions. The Term Loan Credit Agreement includes customary negative covenants for term loan agreements of this type, including covenants limiting the ability of the Borrower and the Guarantors to, among other things, incur additional indebtedness, create liens on assets, make investments, loans or advances, engage in mergers, consolidations, sales of assets and purchases, pay dividends and distributions, enter into transactions with affiliates, and make payments in respect of junior indebtedness, in each case subject to customary exceptions for term loan agreements of this type. The Term Loan Credit Agreement also includes certain customary representations and warranties, affirmative covenants, certain financial covenants and events of default, including but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, certain events under the Employee Retirement Income Security Act of 1974 (“ERISA”), certain final non-appealable judgments that are not covered by a reputable and solvent insurance company, certain defaults under other indebtedness, change of control and certain Title 11 proceedings. In conjunction with the entry into the Term Loan Credit Agreement, the Company paid $ 3.7 million in third-party fees related to legal, consulting, agent and other fees. Of these costs, $ 3.1 million were deferred and presented as a direct reduction from the carrying amount of long-term debt on the consolidated balance sheets as of April 29, 2023 and will be amortized through the line item “Interest Expense” in the Company’s condensed consolidated statements of operations and comprehensive income over the term of the Term Loan Credit Agreement using the effective interest method. As of April 29, 2023, the Company was in compliance with all covenants. Priming and Subordinated Term Loans The proceeds from the Term Loan Credit Agreement, combined with a portion of the Company’s existing cash on hand, were used to repay in full the outstanding balances of $ 225.4 million, inclusive of $ 3.6 million interest, under the Priming Term Loan Credit Agreement (the “Priming Credit Agreement”) and the Subordinated Term Loan Credit Agreement (the “Subordinated Credit Agreement”). All security interests and liens incurred in connection with the Priming Credit Agreement and Subordinated Credit Agreement have been released. The prepayment of the Priming Credit Agreement and Subordinated Credit Agreement was in accordance with the terms of such agreements. A portion of the transaction was accounted for as a debt modification. As a result, approximately $ 0.4 million of deferred costs will continue to be deferred and amortized using the effective interest method through May 8, 2028, the maturity date of the Term Loan Facility. These fees are presented as a direct reduction from the carrying amount of long-term debt on the consolidated balance sheets. For repayment of the remaining portion of the Priming Credit Agreement and for the entirety of the Subordinated Credit Agreement, the Company recorded a loss on debt refinancing of $ 12.7 million of which $ 10.4 million relates to the Subordinated Facility, inclusive of the write-off of original issue discount, and deferred debt issuance costs and other fees, in the line item “Loss on debt refinancing” in its condensed consolidated statements of operations and comprehensive income and in the condensed consolidated statement of cash flows. No debt refinancing gains or losses were recognized during the thirteen weeks ended April 30, 2022. The Company was in compliance with all covenants under the Priming Credit Agreement and the Subordinated Credit Agreement at the time of their repayment. Asset-Based Revolving Credit Agreement The Company is party to a secured $ 40.0 million asset-based revolving credit facility agreement (the “ABL Credit Agreement” and, such facility, the “ABL Facility”). Based on the terms of the ABL Facility, as amended, the maturity date of the ABL Facility was extended to May 8, 2024 , in connection with the entry into the Term Loan Credit Agreement. The benchmark interest rate applicable to the loans under the ABL Facility is the forward-looking secured overnight financing rate. Borrowings under the ABL Facility are secured by a first lien on accounts receivable and inventory. In connection with the ABL Facility, the Company is subject to various financial reporting (including with respect to liquidity), financial and other covenants. Affirmative covenants include providing timely quarterly and annual financial statements and prompt notification of the occurrence of any event of default or any other event, change or circumstance that has had, or could reasonably be expected to have, a material adverse effect as defined in the ABL Facility. In addition, there are negative covenants, including certain restrictions on the Company’s ability to incur additional indebtedness, create liens, enter into transactions with affiliates, transfer assets, pay dividends, consolidate or merge with other entities, make advances, investments and loans or modify its organizational documents. The ABL Facility also includes certain financial maintenance covenants, including a requirement to maintain a fixed charge coverage ratio greater than or equal to 1.00 :1.00 if availability under the ABL Facility is less than specified levels. As of April 29, 2023 and January 28, 2023, the Company was in compliance with all covenants. The Company had no short-term borrowings under the Company’s ABL Facility as of April 29, 2023 and January 28, 2023. The Company’s available borrowing capacity under the ABL Facility as of April 29, 2023 and January 28, 2023 was $ 34.2 million and $ 30.0 million, respectively. At April 29, 2023 and January 28, 2023 , there were outstanding letters of credit of $ 5.8 million and $ 7.0 million, respectively, which reduced the availability under the ABL Facility. As of April 29, 2023 , the maximum commitment for letters of credit was $ 10.0 million. Subsequent Event On May 10, 2023, the Company entered into Amendment No. 6 to the ABL Credit Agreement (the “ABL Amendment”), by and among the Company, J.Jill Gift Card Solutions, the other guarantors party thereto from time to time, the other lenders party thereto from time to time and CIT Finance LLC, as the administrative agent and collateral agent. The ABL Amendment extended the maturity date of the ABL Credit Agreement from May 8, 2024 to May 10, 2028 (or 180 days prior to the maturity date of the Company’s Term Loan Credit Agreement if the maturity date of such Term Loan Facility has not been extended to a date that is at least 180 days after the maturity date of the ABL Credit Agreement). The other terms and conditions of the ABL Credit Facility remain substantially unchanged. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Apr. 29, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value require the Company to maximize the use of observable inputs and minimize the use of unobservable inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar assets or liabilities in markets that are not active; or other inputs other than quoted prices that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities, including interest rates and yield curves, and market corroborated inputs. • Level 3 - Unobservable inputs for the assets or liabilities that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These are valued based on management’s estimates and assumptions that market participants would use in pricing the asset or liabilities. The following table presents the carrying value and fair value hierarchy for debt as of April 29, 2023 and January 28, 2023, respectively (in thousands): Fair Value as of April 29, 2023 Carrying Value Level 1 Level 2 Level 3 Financial instruments not carried at fair value: Total debt $ 160,537 $ — $ 160,537 $ — Total financial instruments not carried at fair value $ 160,537 $ — $ 160,537 $ — Fair Value as of January 28, 2023 Carrying Value Level 1 Level 2 Level 3 Financial instruments not carried at fair value: Total debt $ 208,660 $ — $ 223,616 $ — Total financial instruments not carried at fair value $ 208,660 $ — $ 223,616 $ — The Company’s debt instruments include the Term Loan as of April 29, 2023 and Priming Loan and the Subordinated Facility as of January 28, 2023. The debt instruments are recorded at cost, net of debt issuance costs and any related discount. The fair value of the debt instruments is obtained based on observable market prices quoted on public exchanges for similar instruments. The Company believes that the carrying amounts of its other financial instruments, including cash, accounts receivable, accounts payable and any amounts drawn on its revolving credit facilities, consisting primarily of instruments without extended maturities, based on management’s estimates, approximates their fair value due to the short-term maturities of these instruments. Assets and Liabilities with Recurring Fair Value Measurements - Certain assets and liabilities may be measured at fair value on an ongoing basis. We did not elect to apply the fair value option for recording financial assets and financial liabilities. Other than total debt, we do not have any assets or liabilities which we measure at fair value on a recurring basis. Assets and Liabilities with Nonrecurring Fair Value Measurements - Certain assets and liabilities are not measured at fair value on an ongoing basis. These assets and liabilities, which include long-lived assets, goodwill, intangible assets, and debt are subject to fair value adjustment in certain circumstances. From time to time, the fair value is determined on these assets and liabilities as part of related impairment tests or for disclosure purposes. See Note 4. Goodwill and Other Intangible Assets , for additional information. |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 29, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes The Company recorded an income tax provision of $ 2.0 million and $ 5.0 million during the thirteen weeks ended April 29, 2023 and April 30, 2022, respectively. The effective tax rate was 29.9 % for the thirteen weeks ended April 29, 2023, and 25.8 % for the thirteen weeks ended April 30, 2022. The effective tax rate for the thirteen weeks ended April 29, 2023 differs from the federal statutory rate of 21 % primarily due to the impact of state and local income taxes, executive compensation limitations and non-deductible expenses. The effective tax rate for the thirteen weeks ended April 30, 2022 differs from the federal statutory rate of 21 % primarily due to the impact of state and local income taxes and partial release of its valuation allowance on state deferred tax assets. |
Net Income Per Share
Net Income Per Share | 3 Months Ended |
Apr. 29, 2023 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | 8. Net Income Per Share The following table summarizes the computation of basic and diluted net income per common share (“EPS”) (in thousands, except share and per share data): For the Thirteen Weeks Ended April 29, 2023 April 30, 2022 Numerator Net income attributable to common shareholders $ 4,596 $ 14,415 Denominator Weighted average number of common shares outstanding 10,431,506 10,065,969 Assumed exercise of warrants 3,819,305 3,808,577 Weighted average common shares, basic 14,250,811 13,874,546 Dilutive effect of equity compensation awards 259,197 296,536 Weighted average common shares, diluted 14,510,008 14,171,082 Net income per common share, basic $ 0.32 $ 1.04 Net income per common share, diluted $ 0.32 $ 1.02 Equity compensation awards are excluded from the diluted earnings per share calculation when their inclusion would have an antidilutive effect such as when the Company has a net loss for the reporting period, or 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. Accordingly, 35,195 and 162,406 shares for the thirteen weeks ended April 29, 2023 and April 30, 2022, respectively, were excluded from the diluted earnings per share calculation because their inclusion would be antidilutive. For the thirteen weeks ended April 29, 2023 and April 30, 2022 , warrants issued to the Subordinated Facility holders have been included in the denominator for basic and diluted EPS calculations as the exercise of the warrants is near certain because the exercise price is non-substantive in relation to the fair value of the common shares to be issued upon exercise. |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Apr. 29, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 9. Equity-Based Compensation In conjunction with the initial public offering (“IPO”), on March 9, 2017, the Company established the J.Jill, Inc. Omnibus Equity Incentive Plan, as amended on June 7, 2018 (the “2017 Plan”), which reserves common stock for issuance upon exercise of options, or in respect of granted awards. The 2017 Plan is administered by the Compensation Committee of the Board of Directors (the “Committee”). The Committee has the authority to determine the type, size and terms and conditions of awards to be granted and to grant such awards. The 2017 Plan has 1,293,453 shares of common stock reserved for issuance to awards granted by the Committee. As of April 29, 2023 , there were an aggregate of 351,831 shares remaining for future issuance. During the thirteen weeks ended April 29, 2023, the Committee approved and granted restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) under the 2017 Plan. Restricted Stock Units (“RSUs”) For the thirteen weeks ended April 29, 2023 and April 30, 2022 , the Committee granted RSUs under the 2017 Plan, which vest in one to three equal annual installments, beginning one year from the date of grant. The grant-date fair value of RSUs is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. For the thirteen weeks ended April 29, 2023 and April 30, 2022, the fair market value of RSUs was determined based on the market price of the Company’s shares on the date of the grant. The following table summarizes the RSU awards activity for the thirteen weeks ended April 29, 2023: Number of RSUs Weighted Average Grant Date Fair Value Unvested units outstanding at January 28, 2023 678,510 $ 11.78 Granted 88,673 $ 25.00 Vested ( 227,237 ) $ 11.30 Forfeited ( 29,773 ) $ 13.12 Unvested units outstanding at April 29, 2023 510,173 $ 14.26 As of April 29, 2023 , there was $ 6.2 million of total unrecognized compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average service period of 2.1 years. The total fair value of RSUs vested during the thirteen weeks ended April 29, 2023 and April 30, 2022 was $ 2.6 million, and $ 1.4 million, respectively. Performance Stock Units (“PSUs”) For the thirteen weeks ended April 29, 2023, the Company granted PSUs, a portion of which are based on achieving an Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) goal and the remaining portion is based on achieving an annualized absolute total shareholder return (“TSR”) growth goal. Each PSU award reflects a target number of shares (“Target Shares”) that may be issued to the award recipient provided the employee continues to provide services to the Company through January 31, 2026 (“Fiscal Year 2025”). For Adjusted EBITDA based PSUs, the number of units earned will be determined based on the achievement of the predetermined Adjusted EBITDA goals at the end of each performance period ending January 29, 2024, February 1, 2025 (“Fiscal Year 2024”), and Fiscal Year 2025, respectively, and for TSR based PSUs, the number of units earned will be determined based on the achievement of the predetermined TSR growth goal at the end of Fiscal Year 2025. The TSR is based on J Jill’s 30 -trading day average beginning and closing price of the three-year performance period, assuming the reinvestment of dividends. Depending on the performance results based on Adjusted EBITDA and TSR, the actual number of shares that a grant recipient receives at the end of the vesting period may range from 0 % to 200 % of the Target Shares granted. PSUs are converted into shares of common stock upon vesting, under the terms of the 2017 Plan. The fair value of the PSUs granted during the thirteen weeks ended April 29, 2023 for which the performance is based on an Adjusted EBITDA goal was determined based on the market price of the Company’s shares on the date of the grant. Additionally, for those awards whose performance is based on a TSR growth goal, the fair value was estimated on the grant date using a Monte Carlo simulation with the below noted assumptions: Monte Carlo Simulation Assumptions Risk Free Interest Rate 3.87 % Expected Dividend Yield — Expected Volatility 74.98 % Expected Term 2.84 years The Company recognizes equity-based compensation expense related to Adjusted EBITDA PSUs based on the Company’s estimate of the percentage of the award that will be achieved. The Company evaluates the estimate on these awards on a quarterly basis and adjusts equity-based compensation expense related to these awards, as appropriate. For the TSR goal based PSUs, the equity-based compensation expense is recognized on a straight-line basis over the three year performance period based on the grant-date fair value of these PSUs. The following table summarizes the PSU awards activity for the thirteen weeks ended April 29, 2023: Number of PSUs Weighted Average Grant Date Fair Value Unvested units outstanding at January 28, 2023 — — Granted 65,928 $ 30.50 Forfeited ( 3,514 ) $ 30.50 Unvested units outstanding at April 29, 2023 62,414 $ 30.50 As of April 29, 2023 , there was $ 1.9 million of total unrecognized compensation expense related to unvested PSUs, which is expected to be recognized over a weighted-average service period of 2.8 years. Equity-based compensation expense for all award types of $ 0.9 million and $ 0.7 million was recorded in the Selling, general and administrative expenses in the consolidated statement of operations and comprehensive income for the thirteen weeks ended April 29, 2023 and April 30, 2022 , respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Apr. 29, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions TowerBrook Capital Partners, LP (“TowerBrook”) controls a majority of the voting power of our outstanding voting stock, and as a result we are a controlled company within the meaning of the New York Stock Exchange (the “NYSE”) corporate governance standards. On September 30, 2020, the Company entered into the Subordinated Facility, with a group of lenders that includes certain affiliates of TowerBrook and our Chairman of the board of directors (the “Subordinated Lenders”). As of April 5, 2023, the Subordinated Facility was repaid in full. Refer to Note 5. Debt for additional information on repayment of the Subordinated Facility. In association with the Subordinated Facility, the Company incurred $ 1.1 million and $ 0.8 million of Interest expense, net – related party for the thirteen weeks ended April 29, 2023 and April 30, 2022, respectively. For the thirteen weeks ended April 29, 2023 and April 30, 2022 , the Company incurred an immaterial amount of other related party transactions. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Apr. 29, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Legal Proceedings The Company is subject to various legal proceedings that arise in the ordinary course of business. Although the outcome of such proceedings cannot be predicted with certainty, management does not believe that the Company is presently party to any legal proceedings the resolution of which management believes would have a material adverse effect on the Company’s business, financial condition, operating results or cash flows. The Company establishes reserves for specific legal matters when the Company determines that the likelihood of an unfavorable outcome is probable, and the loss is reasonably estimable. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 29, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our interim condensed 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 (“GAAP”) have been omitted, in accordance with the rules of the Securities and Exchange Commission (the “SEC”) associated with reporting of interim period financial information. We consistently applied the accounting policies described in our Annual Report on Form 10-K (the “2022 Annual Report”) for the fiscal year ended January 28, 2023 (“Fiscal Year 2022”) in preparing these unaudited interim condensed consolidated financial statements. J.Jill operates 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 ending February 3, 2024 (“Fiscal Year 2023”) is comprised of 53 weeks and Fiscal Year 2022 is comprised of 52 weeks. In the opinion of management, these interim condensed 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, 2023 is derived from the audited consolidated balance sheet as of that date. The unaudited results of operations for the thirteen weeks ended April 29, 2023 are not necessarily indicative of future results or results to be expected for Fiscal Year 2023. You should read these statements in conjunction with our audited consolidated financial statements and related notes in our 2022 Annual Report. |
Financial Statement Presentation | Financial Statement Presentation Certain reclassifications have been made to prior periods to conform with the current period presentation. On the consolidated statement of cash flows, the Company reclassified amounts for capitalized software purchases for the thirteen weeks ended April 30, 2022 from purchases of property and equipment to a separate financial statement line item within investing activities to conform to the current presentation for the thirteen weeks ended April 29, 2023 of capitalized software purchases. |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold (“COGS”) includes the direct costs of sold merchandise, which include customs, taxes, duties, commissions and inbound shipping costs, inventory shrinkage, and adjustments and reserves for excess, aged and obsolete inventory. COGS does not include distribution center costs and allocations of indirect costs, such as occupancy, depreciation, amortization, or labor and benefits. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses Selling, general and administrative expenses consist primarily of payroll and related expenses, occupancy costs, information systems 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 outbound shipping costs, customer service operations, consulting and software services, professional services and other administrative costs. |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Apr. 29, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenues by Source | The following table presents disaggregated revenues by source (in thousands): For the Thirteen Weeks Ended April 29, 2023 April 30, 2022 Retail $ 82,204 $ 84,212 Direct 67,216 72,857 Net sales $ 149,420 $ 157,069 |
Schedule of Contract Liabilities | Total contract liabilities consisted of the following (in thousands): April 29, 2023 January 28, 2023 Contract liabilities: Signing bonus (1) $ 47 $ 82 Unredeemed gift cards 5,918 7,131 Total contract liabilities $ 5,965 $ 7,213 (1) Signing bonus is included in Accrued expenses and other current liabilities on the Company’s consolidated balance sheets as of April 29, 2023 and January 28, 2023. |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Apr. 29, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Gross Carrying Amount of Finite-lived Intangible Assets Amortization Expense | A summary of other intangible assets as of April 29, 2023 and January 28, 2023 is as follows (in thousands): April 29, 2023 Weighted Average Useful Life (Years) Gross Accumulated Amortization Accumulated Impairment Carrying Amount Indefinite-lived: Trade name N/A $ 58,100 $ — $ 24,100 $ 34,000 Definite-lived: Customer relationships 13.2 134,200 94,128 2,620 37,452 Total intangible assets $ 192,300 $ 94,128 $ 26,720 $ 71,452 January 28, 2023 Weighted Average Useful Life (Years) Gross Accumulated Amortization Accumulated Impairment Carrying Amount Indefinite-lived: Trade name N/A $ 58,100 $ — $ 24,100 $ 34,000 Definite-lived: Customer relationships 13.2 134,200 92,392 2,620 39,188 Total intangible assets $ 192,300 $ 92,392 $ 26,720 $ 73,188 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Apr. 29, 2023 | |
Debt Disclosure [Abstract] | |
Components of Outstanding Long-term Debt | The components of the Company’s outstanding long-term debt at April 29, 2023 and January 28, 2023 were as follows (in thousands): At April 29, 2023 Outstanding Balance Original Issue Discount Capitalized Fees & Expenses Balance Sheet Term Loan due 2028 $ 175,000 $ ( 10,847 ) $ ( 3,616 ) $ 160,537 Less: Current portion ( 8,750 ) — — ( 8,750 ) Net long-term debt $ 166,250 $ — $ — $ 151,787 At January 28, 2023 Outstanding Balance Original Issue Discount Capitalized Fees & Expenses Balance Sheet Priming Term Loan due 2024 $ 201,349 $ ( 786 ) $ ( 1,622 ) $ 198,941 Subordinated Term Loan due 2024 20,548 — ( 10,829 ) 9,719 Totals 221,897 ( 786 ) ( 12,451 ) 208,660 Less: Current portion ( 3,424 ) — — ( 3,424 ) Net long-term debt $ 218,473 $ ( 786 ) $ ( 12,451 ) $ 205,236 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Apr. 29, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents the carrying value and fair value hierarchy for debt as of April 29, 2023 and January 28, 2023, respectively (in thousands): Fair Value as of April 29, 2023 Carrying Value Level 1 Level 2 Level 3 Financial instruments not carried at fair value: Total debt $ 160,537 $ — $ 160,537 $ — Total financial instruments not carried at fair value $ 160,537 $ — $ 160,537 $ — Fair Value as of January 28, 2023 Carrying Value Level 1 Level 2 Level 3 Financial instruments not carried at fair value: Total debt $ 208,660 $ — $ 223,616 $ — Total financial instruments not carried at fair value $ 208,660 $ — $ 223,616 $ — |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Apr. 29, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income Per Common Share | The following table summarizes the computation of basic and diluted net income per common share (“EPS”) (in thousands, except share and per share data): For the Thirteen Weeks Ended April 29, 2023 April 30, 2022 Numerator Net income attributable to common shareholders $ 4,596 $ 14,415 Denominator Weighted average number of common shares outstanding 10,431,506 10,065,969 Assumed exercise of warrants 3,819,305 3,808,577 Weighted average common shares, basic 14,250,811 13,874,546 Dilutive effect of equity compensation awards 259,197 296,536 Weighted average common shares, diluted 14,510,008 14,171,082 Net income per common share, basic $ 0.32 $ 1.04 Net income per common share, diluted $ 0.32 $ 1.02 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended | |
Apr. 29, 2023 | Apr. 29, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Summary of Fair Value of PSUs Granted | Monte Carlo Simulation Assumptions Risk Free Interest Rate 3.87 % Expected Dividend Yield — Expected Volatility 74.98 % Expected Term 2.84 years | |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Summary of RSUs and PSUs Award Activity | The following table summarizes the RSU awards activity for the thirteen weeks ended April 29, 2023: Number of RSUs Weighted Average Grant Date Fair Value Unvested units outstanding at January 28, 2023 678,510 $ 11.78 Granted 88,673 $ 25.00 Vested ( 227,237 ) $ 11.30 Forfeited ( 29,773 ) $ 13.12 Unvested units outstanding at April 29, 2023 510,173 $ 14.26 | |
Performance Stock Units (PSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Summary of RSUs and PSUs Award Activity | The following table summarizes the PSU awards activity for the thirteen weeks ended April 29, 2023: Number of PSUs Weighted Average Grant Date Fair Value Unvested units outstanding at January 28, 2023 — — Granted 65,928 $ 30.50 Forfeited ( 3,514 ) $ 30.50 Unvested units outstanding at April 29, 2023 62,414 $ 30.50 |
Description of Business - Addit
Description of Business - Additional Information (Detail) | Apr. 29, 2023 Store |
Minimum [Member] | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of stores | 200 |
Revenues - Schedule of Disaggre
Revenues - Schedule of Disaggregated Revenues by Source (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 29, 2023 | Apr. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||
Net revenues | $ 149,420 | $ 157,069 |
Retail [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenues | 82,204 | 84,212 |
Direct [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenues | $ 67,216 | $ 72,857 |
Revenues - Schedule of Contract
Revenues - Schedule of Contract Liabilities (Detail) - USD ($) $ in Thousands | Apr. 29, 2023 | Jan. 28, 2023 |
Contract liabilities: | ||
Signing bonus | $ 47 | $ 82 |
Unredeemed gift cards | 5,918 | 7,131 |
Total contract liabilities | $ 5,965 | $ 7,213 |
Revenues - Additional Informati
Revenues - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 29, 2023 | Apr. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized related to gift card redemptions and breakage | $ 2.9 | $ 3 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 29, 2023 | Apr. 30, 2022 | Jan. 28, 2023 | |
Goodwill | $ 59,697 | $ 59,697 | |
Goodwill, impaired, accumulated impairment loss | 137,300 | ||
Amortization expense for intangible assets | $ 1,700 | $ 1,900 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Apr. 29, 2023 | Jan. 28, 2023 | |
Definite-lived Intangible Assets, Accumulated Amortization | $ 94,128 | $ 92,392 |
Definite-lived Intangible Assets, Accumulated Impairment | 26,720 | 26,720 |
Definite-lived Intangible Assets, Carrying Amount | 71,452 | 73,188 |
Total Intangible Assets, Gross | 192,300 | 192,300 |
Trade Name [Member] | ||
Indefinite-lived, Gross | 58,100 | 58,100 |
Indefinite-lived, Accumulated Impairment | 24,100 | 24,100 |
Indefinite-lived, Accumulated Impairment | $ 34,000 | $ 34,000 |
Customer Relationships [Member] | ||
Useful Life | 13 years 2 months 12 days | 13 years 2 months 12 days |
Definite-lived Intangible Assets, Gross | $ 134,200 | $ 134,200 |
Definite-lived Intangible Assets, Accumulated Amortization | 94,128 | 92,392 |
Definite-lived Intangible Assets, Accumulated Impairment | 2,620 | 2,620 |
Definite-lived Intangible Assets, Carrying Amount | $ 37,452 | $ 39,188 |
Debt - Components of Outstandin
Debt - Components of Outstanding Long-term Debt (Detail) - USD ($) $ in Thousands | Apr. 29, 2023 | Jan. 28, 2023 |
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 221,897 | |
Original Issue Discount | $ (10,847) | (786) |
Capitalized Fees & Expenses | (12,451) | |
Balance Sheet | 208,660 | |
Outstanding Balance, Current portion | (8,750) | (3,424) |
Balance Sheet, Current portion | (8,750) | (3,424) |
Outstanding Balance, Net long-term debt | 166,250 | 218,473 |
Capitalized Fees & Expenses, Net long-term debt | (12,451) | |
Balance Sheet, Net long-term debt | 151,787 | 205,236 |
Subordinated Term Loan Due 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 20,548 | |
Capitalized Fees & Expenses | (10,829) | |
Balance Sheet | 9,719 | |
Secured Debt [Member] | Term Loan Due 2028 [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 175,000 | |
Capitalized Fees & Expenses | (3,616) | |
Balance Sheet | $ 160,537 | |
Secured Debt [Member] | Priming Term Loan Due 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 201,349 | |
Capitalized Fees & Expenses | (1,622) | |
Balance Sheet | $ 198,941 |
Debt - Term Loan Credit Agreeme
Debt - Term Loan Credit Agreement (Detail) - Term Loan Credit Agreement [Member] $ in Millions | Apr. 05, 2023 USD ($) |
Debt Instrument [Line Items] | |
Debt instrument, periodic payment maturity date | May 08, 2028 |
Debt instrument, additional basis spread rate | 7% |
Principal amount of term loan | $ 175 |
Third-party fees related to legal, consulting, agent and other fees | 3.7 |
Third party fees deferred and presented as direct reduction from carrying amount of long-term debt | 3.1 |
July 28, 2023 to May 2, 2025 [Member] | |
Debt Instrument [Line Items] | |
Quarterly payments | 2.2 |
August 1, 2025 to April 28, 2028 [Member] | |
Debt Instrument [Line Items] | |
Quarterly payments | $ 3.3 |
SOFR [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, basis spread rate | 8% |
Debt instrument, floor rate | 1% |
Debt - Priming and Subordinated
Debt - Priming and Subordinated Term Loans (Detail) - USD ($) | 3 Months Ended | ||
Apr. 05, 2023 | Apr. 29, 2023 | Apr. 30, 2022 | |
Debt Instrument [Line Items] | |||
Loss on debt refinancing | $ 12,702,000 | $ 0 | |
Priming Credit Agreement and Subordinated Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Repayment of debt | $ 225,400,000 | ||
Interest paid | $ 3,600,000 | ||
Deferred costs | 400,000 | ||
Subordinated Facility [Member] | |||
Debt Instrument [Line Items] | |||
Loss on debt refinancing | $ 10,400,000 |
Debt - Asset-Based Revolving Cr
Debt - Asset-Based Revolving Credit Agreement (Detail) | 3 Months Ended | ||
Apr. 29, 2023 USD ($) | Jan. 28, 2023 USD ($) | Apr. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | |||
Credit facility maximum borrowing capacity | $ 10,000,000 | ||
Letter of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Credit Facility drawn or outstanding | $ 5,800,000 | $ 7,000,000 | |
ABL Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total availability related to the facility | $ 40,000,000 | ||
Debt instrument extended maturity date | May 08, 2024 | ||
Credit Facility drawn or outstanding | $ 0 | 0 | |
Credit Facility available borrowing capacity | $ 34,200,000 | $ 30,000,000 | |
ABL Facility [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Coverage ratio | 1 |
Debt - Subsequent Event (Detail
Debt - Subsequent Event (Detail) - ABL Facility [Member] | 3 Months Ended | |
May 10, 2023 | Apr. 29, 2023 | |
Debt Instrument [Line Items] | ||
Debt instrument extended maturity date | May 08, 2024 | |
Maturity date decription | The ABL Amendment extended the maturity date of the ABL Credit Agreement from May 8, 2024 to May 10, 2028 (or 180 days prior to the maturity date of the Company’s Term Loan Credit Agreement if the maturity date of such Term Loan Facility has not been extended to a date that is at least 180 days after the maturity date of the ABL Credit Agreement). | |
Subsequent Event [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, initial maturity date | May 08, 2024 | |
Debt instrument extended maturity date | May 10, 2028 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Apr. 29, 2023 | Jan. 28, 2023 |
Carrying Value [Member] | ||
Financial instruments not carried at fair value: | ||
Total financial instruments not carried at fair value | $ 160,537 | $ 208,660 |
Carrying Value [Member] | Debt [Member] | ||
Financial instruments not carried at fair value: | ||
Total financial instruments not carried at fair value | 160,537 | 208,660 |
Level 2 [Member] | ||
Financial instruments not carried at fair value: | ||
Total financial instruments not carried at fair value | 160,537 | 223,616 |
Level 2 [Member] | Debt [Member] | ||
Financial instruments not carried at fair value: | ||
Total financial instruments not carried at fair value | $ 160,537 | $ 223,616 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 29, 2023 | Apr. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision | $ 1,965 | $ 5,010 |
U.S. Federal corporate income tax rate | 21% | 21% |
Effective tax rate | 29.90% | 25.80% |
Net Income Per Share - Computat
Net Income Per Share - Computation of Basic and Diluted Net Income Per Share Attributable to Common Shareholders (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Apr. 29, 2023 | Apr. 30, 2022 | |
Numerator | ||
Net income attributable to common shareholders | $ 4,596 | $ 14,415 |
Denominator | ||
Weighted average number of common shares outstanding | 10,431,506 | 10,065,969 |
Assumed exercise of warrants | 3,819,305 | 3,808,577 |
Weighted average common shares, basic | 14,250,811 | 13,874,546 |
Dilutive effect of equity compensation awards | 259,197 | 296,536 |
Weighted average common shares, diluted | 14,510,008 | 14,171,082 |
Net income per common share, basic | $ 0.32 | $ 1.04 |
Net income per common share, diluted | $ 0.32 | $ 1.02 |
Net Income Per Share - Addition
Net Income Per Share - Additional Information (Detail) - shares | 3 Months Ended | |
Apr. 29, 2023 | Apr. 30, 2022 | |
Antidilutive equity awards excluded from the computation of diluted earnings per share | 35,195 | 162,406 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Detail) $ in Millions | 3 Months Ended | ||
Apr. 29, 2023 USD ($) Trading shares | Apr. 30, 2022 USD ($) | Jun. 07, 2018 shares | |
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Restricted stock units installment terms | vest in one to three equal annual installments, beginning one year from the date of grant. | vest in one to three equal annual installments, beginning one year from the date of grant. | |
Total unrecognized compensation expense | $ 6.2 | ||
Total unrecognized compensation expense to be recognized, weighted average service period | 2 years 1 month 6 days | ||
Total fair value of restricted stock vested | $ 2.6 | $ 1.4 | |
Performance Stock Units (PSUs) [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total unrecognized compensation expense | $ 1.9 | ||
Total unrecognized compensation expense to be recognized, weighted average service period | 2 years 9 months 18 days | ||
Number of trading days | Trading | 30 | ||
Performance period | 3 years | ||
Performance Stock Units (PSUs) [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting period percentage | 0% | ||
Performance Stock Units (PSUs) [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting period percentage | 200% | ||
Performance Stock Units (PSUs) [Member] | Selling General and Administrative Expenses [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Equity based compensation expense | $ 0.9 | 0.7 | |
Share-Based Payment Arrangement, Expense | $ 0.9 | $ 0.7 | |
Omnibus Equity Incentive Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Common stock reserved for issuance | shares | 1,293,453 | ||
Shares available for grant | shares | 351,831 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of RSU and PSU Award Activity (Detail) | 3 Months Ended |
Apr. 29, 2023 $ / shares shares | |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Units, Beginning Balance | shares | 678,510 |
Number of Units, Granted | shares | 88,673 |
Number of Units, Vested | shares | (227,237) |
Number of Units, Forfeited | shares | (29,773) |
Number of Units, Ending Balance | shares | 510,173 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 11.78 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 25 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 11.30 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 13.12 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 14.26 |
Performance Stock Units (PSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Units, Granted | shares | 65,928 |
Number of Units, Forfeited | shares | (3,514) |
Number of Units, Ending Balance | shares | 62,414 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 30.50 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 30.50 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 30.50 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Fair Value of PSUs Granted (Detail) - Performance Stock Units (PSUs) [Member] | 3 Months Ended |
Apr. 29, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Risk Free Interest Rate | 3.87% |
Expected Volatility | 74.98% |
Expected Term | 2 years 10 months 2 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 29, 2023 | Apr. 30, 2022 | |
Related Party Transaction [Line Items] | ||
Interest expense, net - related party | $ 1,074 | $ 802 |
TowerBrook Capital Partners L.P [Member] | ||
Related Party Transaction [Line Items] | ||
Interest expense, net - related party | $ 1,100 | $ 800 |