Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Feb. 03, 2018 | Apr. 12, 2018 | Jul. 28, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Feb. 3, 2018 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | JILL | ||
Entity Registrant Name | J.Jill, Inc. | ||
Entity Central Index Key | 1,687,932 | ||
Current Fiscal Year End Date | --02-03 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 153,888,871 | ||
Entity Common Stock, Shares Outstanding | 43,759,200 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Current assets: | ||
Cash | $ 25,978 | $ 13,468 |
Accounts receivable | 4,733 | 3,851 |
Inventories, net | 80,591 | 66,641 |
Prepaid expenses and other current assets | 21,166 | 18,559 |
Receivable from related party | 1,922 | |
Total current assets | 132,468 | 104,441 |
Property and equipment, net | 118,420 | 102,322 |
Intangible assets, net | 148,961 | 163,483 |
Goodwill | 197,026 | 197,026 |
Other assets | 682 | 1,033 |
Total assets | 597,557 | 568,305 |
Current liabilities: | ||
Accounts payable | 53,962 | 38,438 |
Accrued expenses and other current liabilities | 48,759 | 46,121 |
Current portion of long-term debt | 2,799 | 2,799 |
Total current liabilities | 105,520 | 87,358 |
Long-term debt, net of discount and current portion | 238,881 | 264,440 |
Deferred income taxes | 46,263 | 73,511 |
Other liabilities | 27,577 | 20,132 |
Total liabilities | 418,241 | 445,441 |
Commitments and contingencies (see Note 11) | ||
Shareholders' / Members’ Equity | ||
Common stock, par value $0.01 per share; 250,000,000 shares authorized; 43,752,790 and zero shares issued and outstanding at February 3, 2018 and January 28, 2017, respectively | 437 | |
Common units, zero par value, zero and 1,000,000 units authorized, issued and outstanding at February 3, 2018 and January 28, 2017, respectively | 0 | |
Contributed capital | 116,743 | |
Additional paid-in capital | 117,393 | |
Accumulated earnings | 61,486 | 6,121 |
Total shareholders' equity | 179,316 | |
Total members’ equity | 122,864 | |
Total liabilities and shareholders' / members’ equity | $ 597,557 | $ 568,305 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Feb. 03, 2018 | Jan. 28, 2017 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 43,752,790 | 0 |
Common stock, shares outstanding | 43,752,790 | 0 |
Common units, par value | ||
Common units, authorized | 0 | 1,000,000 |
Common units, issued | 0 | 1,000,000 |
Common units, outstanding | 0 | 1,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) $ in Thousands | 3 Months Ended |
May 07, 2015USD ($)$ / sharesshares | |
Predecessor [Member] | |
Net sales | $ 141,921 |
Costs of goods sold | 44,232 |
Gross profit | 97,689 |
Selling, general and administrative expenses | 80,151 |
Acquisition-related expenses | 13,341 |
Operating income | 4,197 |
Interest expense | 4,599 |
Income (loss) before provision for income taxes | (402) |
Income tax (benefit) provision | 1,499 |
Net income (loss) and total comprehensive income (loss) | $ (1,901) |
Net income (loss) per common share attributable to common shareholders: | |
Basic | $ / shares | $ (0.04) |
Diluted | $ / shares | $ (0.04) |
Weighted average number of common shares outstanding: | |
Basic | shares | 43,747,944 |
Diluted | shares | 43,747,944 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' / Members' Equity - USD ($) $ in Thousands | Total | Preferred Capital [Member] | Common Units [Member] | Common Shares [Member] | Contributed Capital [Member] | Accumulated Earnings (Deficit) [Member] | Additional Paid-in Capital [Member] | Class A Units [Member] | Class B Units [Member] |
Beginning balance (PREDECESSOR [Member]) at Jan. 31, 2015 | $ (1,317) | $ 7,292 | $ (47,886) | $ 1 | $ 39,276 | ||||
Beginning balance (PREDECESSOR [Member]) at Jan. 31, 2015 | $ 72,824 | ||||||||
Beginning balance, units (PREDECESSOR [Member]) at Jan. 31, 2015 | 1,000,000 | 100 | 3,927,601 | ||||||
Equity-based compensation | PREDECESSOR [Member] | 441 | 441 | |||||||
Net income (loss) | PREDECESSOR [Member] | (1,901) | (1,901) | |||||||
Ending Balance (PREDECESSOR [Member]) at May. 07, 2015 | (2,777) | 7,733 | (49,787) | $ 1 | $ 39,276 | ||||
Ending Balance (PREDECESSOR [Member]) at May. 07, 2015 | 72,824 | ||||||||
Ending balance, units (PREDECESSOR [Member]) at May. 07, 2015 | 1,000,000 | 100 | 3,927,601 | ||||||
Elimination of equity in connection with Acquisition (see Note 4) | PREDECESSOR [Member] | 2,777 | (7,733) | 49,787 | $ (1) | $ (39,276) | ||||
Elimination of equity in connection with Acquisition (see Note 4) | PREDECESSOR [Member] | (72,824) | ||||||||
Elimination of equity in connection with Acquisition (see Note 4), units | PREDECESSOR [Member] | (1,000,000) | (100) | (3,927,601) | ||||||
Ending Balance (PREDECESSOR [Member]) at May. 08, 2015 | 0 | $ 0 | 0 | 0 | $ 0 | $ 0 | |||
Ending Balance at May. 08, 2015 | $ 172,251 | 170,657 | 1,594 | ||||||
Ending Balance (PREDECESSOR [Member]) at May. 08, 2015 | 0 | ||||||||
Ending balance, units (PREDECESSOR [Member]) at May. 08, 2015 | 0 | 0 | 0 | ||||||
Ending balance, units at May. 08, 2015 | 1,000,000 | 1,000,000 | |||||||
Beginning balance (PREDECESSOR [Member]) at May. 07, 2015 | $ (2,777) | 7,733 | (49,787) | $ 1 | $ 39,276 | ||||
Beginning balance (PREDECESSOR [Member]) at May. 07, 2015 | $ 72,824 | ||||||||
Beginning balance, units (PREDECESSOR [Member]) at May. 07, 2015 | 1,000,000 | 100 | 3,927,601 | ||||||
Equity-based compensation | 168 | 168 | |||||||
Net income (loss) | (4,254) | (4,254) | |||||||
Ending Balance at Jan. 30, 2016 | 168,165 | 170,825 | (2,660) | ||||||
Ending balance, units at Jan. 30, 2016 | 1,000,000 | ||||||||
Distribution to member | (70,000) | (54,706) | (15,294) | ||||||
Equity-based compensation | 624 | 624 | |||||||
Net income (loss) | 24,075 | 24,075 | |||||||
Ending Balance at Jan. 28, 2017 | $ 122,864 | 116,743 | 6,121 | ||||||
Ending balance, units at Jan. 28, 2017 | 1,000,000 | 1,000,000 | |||||||
Ending balance, shares at Jan. 28, 2017 | 0 | ||||||||
Other equity transactions | $ 305 | 305 | |||||||
Corporate conversion | $ (117,048) | $ 117,048 | |||||||
Corporate conversion, units | (1,000,000) | ||||||||
Issuance of common stock | $ 437 | (437) | |||||||
Issuance of Common Stock, shares | 43,747,944 | ||||||||
Vesting of restricted stock, shares | 4,846 | ||||||||
Equity-based compensation | 782 | 782 | |||||||
Net income (loss) | $ 55,365 | 55,365 | |||||||
Ending balance, units at Feb. 03, 2018 | 0 | 0 | |||||||
Ending Balance at Feb. 03, 2018 | $ 179,316 | $ 437 | $ 61,486 | $ 117,393 | |||||
Ending balance, shares at Feb. 03, 2018 | 43,752,790 | 43,752,790 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
May 07, 2015 | Jan. 30, 2016 | Feb. 03, 2018 | Jan. 28, 2017 | |
Net income (loss) | $ (4,254) | $ 55,365 | $ 24,075 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities | ||||
Depreciation and amortization | 28,702 | 35,040 | 36,219 | |
Impairment of long lived assets | 2,164 | |||
Amortization of inventory fair value adjustment | 10,471 | |||
Gain on extinguishment of debt | (100) | |||
Loss on disposal of fixed assets | 237 | 586 | 385 | |
Noncash amortization of deferred financing and debt discount costs | 983 | 2,570 | 1,861 | |
Equity-based compensation | 168 | 782 | 624 | |
Deferred rent liability | 3,071 | 985 | 1,785 | |
Deferred income taxes | (7,261) | (27,248) | (4,541) | |
Changes in operating assets and liabilities, net of Acquisition | ||||
Accounts receivable | 4,017 | (882) | (687) | |
Inventories | (1,577) | (13,950) | (2,235) | |
Prepaid expenses and other current assets | (7,112) | (2,607) | 1,980 | |
Accounts payable | 3,931 | 15,322 | (2,630) | |
Accrued expenses | 6,390 | 1,272 | 3,318 | |
Other noncurrent assets | (1,113) | (7) | (13) | |
Other noncurrent liabilities | 5,349 | 7,062 | 7,059 | |
Net cash provided by operating activities | 42,002 | 76,354 | 67,200 | |
Investing activities: | ||||
Acquisition, net of cash acquired | (385,744) | |||
Purchases of property and equipment | (26,559) | (38,372) | (37,077) | |
Net cash used in investing activities | (412,303) | (38,372) | (37,077) | |
Financing activities: | ||||
Repurchase of Common Units | (305) | |||
Repayments on long-term debt | (1,250) | (27,699) | (12,775) | |
Proceeds from long-term debt | 250,000 | 40,000 | ||
Payment of debt issuance costs | (9,640) | (1,668) | ||
Proceeds from equity investment | 160,546 | |||
Receivable from related party | (1,850) | 2,227 | 588 | |
Distribution to member | (70,000) | |||
Net cash (used in) provided by financing activities | 397,806 | (25,472) | (44,160) | |
Net change in cash | 27,505 | 12,510 | (14,037) | |
Cash: | ||||
Beginning of Period | 13,468 | 27,505 | ||
End of Period | 27,505 | 25,978 | 13,468 | |
Supplemental cash flow information: | ||||
Cash paid for interest | 11,192 | 16,390 | 16,406 | |
Cash paid for taxes | 16,033 | 20,521 | 15,497 | |
Noncash investing and financing activities: | ||||
Noncash purchase consideration | 10,111 | |||
Capital expenditures financed with the ending balance in accounts payable and accrued expenses | 1,274 | $ 2,404 | $ 740 | |
Predecessor [Member] | ||||
Net income (loss) | $ (1,901) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities | ||||
Depreciation and amortization | 5,147 | |||
Loss on disposal of fixed assets | 112 | |||
Noncash amortization of deferred financing and debt discount costs | 657 | |||
Payment-in-kind interest on debt | 1,192 | |||
Equity-based compensation | 441 | |||
Deferred rent liability | 84 | |||
Deferred income taxes | (961) | |||
Changes in operating assets and liabilities, net of Acquisition | ||||
Accounts receivable | (3,504) | |||
Inventories | (6,955) | |||
Prepaid expenses and other current assets | (1,716) | |||
Accounts payable | (7,608) | |||
Accrued expenses | 18,827 | |||
Other noncurrent assets | 12 | |||
Other noncurrent liabilities | 1,906 | |||
Net cash provided by operating activities | 5,733 | |||
Investing activities: | ||||
Purchases of property and equipment | (7,406) | |||
Net cash used in investing activities | (7,406) | |||
Financing activities: | ||||
Repayments on long-term debt | (5,646) | |||
Proceeds from revolving credit facility | 58,750 | |||
Repayments of revolving credit facility | (51,500) | |||
Net cash (used in) provided by financing activities | 1,604 | |||
Net change in cash | (69) | |||
Cash: | ||||
Beginning of Period | 604 | $ 535 | ||
End of Period | 535 | |||
Supplemental cash flow information: | ||||
Cash paid for interest | 2,952 | |||
Cash paid for taxes | 882 | |||
Noncash investing and financing activities: | ||||
Capital expenditures financed with the ending balance in accounts payable and accrued expenses | $ 2,547 |
General
General | 12 Months Ended |
Feb. 03, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
General | 1. General J.Jill, Inc., “J.Jill” or the “Company”, is a nationally recognized women’s apparel brand, headquartered in Quincy, Massachusetts, focused on affluent customers in the 40-65 age segment in 42 states. J.Jill operates an integrated omnichannel platform that is well diversified across its retail stores, website and catalogs. J.Jill, Inc. was formed on February 24, 2017, when the Company converted from a Delaware limited liability company named Jill Intermediate LLC (“Intermediate”) into a Delaware corporation named J.Jill, Inc. In conjunction with the conversion, all of Intermediate’s outstanding equity interests converted into 43,747,944 shares of common stock. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this conversion. Intermediate had one class of equity interests, all of which were held by JJill Holdings, Inc. (“Holdings”), its former direct parent company, and JJill Topco Holdings, LP (“Topco”), the direct parent company of Holdings. In conjunction with the Company’s conversion into a Delaware corporation, JJill Holdings and JJill Topco Holdings each received shares of common stock in proportion to the percentage of Intermediate’s equity interests held by them prior to the conversion. Following the Company’s conversion into a Delaware corporation, Holdings, the Company’s former direct parent, merged with and into J.Jill, Inc., and J.Jill, Inc. was the surviving entity to such merger (“Parent Merger”). The Company’s consolidated financial statements were retroactively restated to reflect the Parent Merger as of the earliest date that common control existed in the period in which the Parent Merger occurred. In connection with the conversion, J.Jill, Inc. continues to hold all assets of Intermediate and assumed all of its liabilities and obligations. J.Jill, Inc. is a holding company, and Jill Acquisition LLC, its wholly-owned subsidiary, remains the operating company for the business assets. Intermediate was a Delaware Limited Liability Company that was formed on February 17, 2011 and held the ownership interests of Jill Acquisition LLC and its subsidiaries. On May 8, 2015, a 94% controlling interest in the Company was acquired (the “Acquisition”) by Holdings and the remaining 6% was acquired by Topco, a Delaware limited partnership formed by TowerBrook Capital Partners L.P. (“TowerBrook”). The purchase price was $396.4 million, which consisted of $386.3 million of cash consideration and $10.1 million of noncash consideration in the form of an equity rollover by management. Holdings, a Delaware corporation, was formed for the purpose of effecting the Acquisition and had no operations of its own, except for costs incurred related to the Acquisition. Holdings was a wholly-owned subsidiary of Topco. Holdings accounted for the Acquisition as a business combination under the acquisition method of accounting. Accordingly, the assets acquired and liabilities assumed were recorded at fair value with the remaining purchase price recorded as goodwill (see Note 4). The Company elected to pushdown the effects of the Acquisition to its consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Feb. 03, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements for the periods beginning and subsequent to May 8, 2015 represent the financial information of the Company and its subsidiaries subsequent to the Acquisition and are labeled as Successor (“Successor”). The consolidated financial statements prior to and including May 7, 2015 represent the financial information of the Company and its subsidiaries prior to the Acquisition, as well as consolidated variable interest entities (“VIEs”) (see Note 10), and are labeled as Predecessor (“Predecessor”). Due to the change in the basis of accounting resulting from the Acquisition, the Company’s consolidated financial statements for these reporting periods are not comparable. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company uses a 52 to 53 week fiscal year ending on the Saturday 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 Successor fiscal years of 2017 had 53 weeks of operations and 2016 had 52 weeks of operations. The period from May 8, 2015 to January 30, 2016 (Successor period) included approximately 38 weeks of operations. The period from February 1, 2015 to May 7, 2015 (Predecessor period) included approximately 14 weeks of operations. Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect reported amounts of assets, liabilities, members’ equity, net sales and expenses, and the disclosure of contingent assets and liabilities. Significant estimates relied upon in preparing these consolidated financial statements include, but are not limited to, revenue recognition, including merchandise returns and accounting for gift card breakage; accounting for business combinations; estimating the fair value of inventory and inventory reserves; impairment assessments of goodwill, intangible assets, and other long-lived assets; and equity-based compensation. Actual results could differ from those estimates. Principles of Consolidation The accompanying consolidated financial statements include the assets, liabilities and results of operations of the Company and its subsidiaries. For periods prior to the Acquisition, the consolidated financial statements include the assets, liabilities and results of operations of the Predecessor and its subsidiaries, as well as consolidated VIEs, for which the Predecessor had determined that it was the primary beneficiary (see Note 10). All intercompany balances and transactions have been eliminated in the consolidated financial statements. Segment Reporting The Company determined its operating segments on the same basis that it assesses performance and makes operating decisions. The Company’s operating segments consist of its retail and direct channels, which have been aggregated into one reportable segment. All of the Company’s identifiable assets are located in the United States, which is where the Company is domiciled. The Company does not have sales outside the United States, nor does any customer represent more than 10% of total revenues for any period presented. Variable Interest Entities The Company regularly evaluates its relationships with other entities to identify whether they are variable interest entities and to assess whether it is the primary beneficiary of such entities. Under GAAP, a reporting entity shall consolidate a VIE when that reporting entity has a variable interest that provides the reporting entity with a controlling financial interest. The entity that ultimately consolidates the VIE shall be the reporting entity that a) has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and b) has the obligation to absorb losses or the right to receive benefits from the VIE that could be significant to the VIE. If the determination is made that a company is the primary beneficiary of a variable interest entity, then that entity is included in its consolidated financial statements. As of January 31, 2015 (Predecessor), the Company determined that it had a variable interest in three unrelated entities for which it determined it was the primary beneficiary (see Note 10). These VIEs were consolidated during the 2015 Predecessor period and all intercompany transactions were eliminated in consolidation. Concurrent with the May 8, 2015 Acquisition (see Note 4), the obligations held by each of the three VIEs were repaid in full and no further obligations remained. Accordingly, these entities were not consolidated in the 2015 Successor period and they were dissolved. Business Combinations The Company accounts for business combinations under the acquisition method of accounting. Under this method, acquired assets, including separately identifiable intangible assets, and any assumed liabilities are recorded at their acquisition date estimated fair value. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents the goodwill amount resulting from the acquisition. Determining the fair value of assets acquired and liabilities assumed involves the use of significant estimates and assumptions. Concurrent with the Acquisition, the Company elected to apply pushdown accounting. Pushdown accounting refers to the use of the acquirer’s basis in the preparation of the acquiree’s separate financial statements as the new basis of accounting for the acquiree. See Note 4 for a discussion of the Acquisition and the related impact of pushdown accounting on the Company’s consolidated financial statements. Accounts Receivable The Company’s accounts receivable relate primarily to payments due from banks for credit and debit transactions for approximately 2 to 5 days of sales. These receivables do not bear interest. Inventories Inventory consists of finished goods held for sale. Inventory is stated at the lower of cost or net realizable value, net of reserves. Cost is calculated using the weighted average method of accounting, and includes the cost to purchase merchandise from the Company’s manufacturers plus duties, inbound freight and commissions. The net realizable value of the Company’s inventory is estimated based on historical experience, current and forecasted demand, and market conditions. The allowance for excess and obsolete inventory requires management to make assumptions and to apply judgment regarding a number of factors, including past and projected sales performance and current inventory levels. As of February 3, 2018 and January 28, 2017, an inventory reserve of $1.8 million and $2.0 million has been recorded, respectively. The Company sells excess inventory in its stores and on-line at www.jjill.com. In limited cases, inventory liquidators are utilized. Inventory from domestic suppliers is recorded when it is received at the distribution center. Inventory from foreign suppliers is recorded when goods are cleared for export on board the ship at the port of shipment. Property and Equipment Property and equipment purchases are recorded at cost. Property and equipment is presented net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are amortized over the shorter of the term of the related lease or the estimated useful lives of the improvements. Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for betterments and major improvements that significantly enhance the value and increase the estimated useful life of the asset are capitalized and depreciated over the new estimated useful life. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, and any resulting gains or losses are included in the accompanying consolidated statements of operations and comprehensive income (loss). Estimated useful lives of property and equipment asset categories are as follows: Furniture, fixtures and equipment 5-7 years Computer software and hardware 3-5 years Leasehold improvements Shorter of estimated useful life or lease term Capitalized Interest The cost of interest that is incurred in connection with ongoing construction projects is capitalized using a weighted average interest rate. These costs are included in property and equipment and amortized over the useful life of the related property or equipment. Long-lived Assets The carrying value of long-lived assets, including amortizable identifiable intangible assets, and asset groups are evaluated whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Conditions that may indicate impairment include, but are not limited to, a significant decrease in the market price of an asset, a significant adverse change in the extent or manner in which an asset is being used or a significant decrease in its physical condition, and operating or cash flow performance that demonstrates continuing losses associated with an asset or asset group. A potential impairment has occurred if the projected future undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group are less than the carrying value of the asset or asset group. The estimate of cash flows includes management’s assumptions of cash inflows and outflows directly resulting from the use of the asset in operation. If the carrying value exceeds the sum of the undiscounted cash flows, an impairment charge is recorded equal to the excess of the asset or asset group’s carrying value over its fair value. Fair value is measured based on a projected discounted cash flow model using a discount rate the Company believes is commensurate with the risk inherent in its business. Any impairment charge would be recognized within operating expenses as a selling, general and administrative expense. Goodwill and Indefinite-lived Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized, but are reviewed for impairment at least annually, or more frequently when events or changes in 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. At each fiscal year-end, the Company performs an impairment analysis of goodwill. The Company may assess its goodwill for impairment initially using a qualitative approach (“step zero”) to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a quantitative analysis will be performed to determine if there is any impairment. The Company may also elect to initially perform a quantitative analysis instead of starting with step zero. The quantitative assessment requires comparing the fair value of a reporting unit to its carrying value, including goodwill. The Company estimates fair value using the income approach. The income approach uses a discounted cash flow model, which involves significant estimates and assumptions, including preparation of revenue and profitability growth forecasts, selection of a discount rate, and selection of a terminal year multiple. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and no further testing is required. If the carrying amount exceeds the reporting unit’s fair value, a goodwill impairment charge is recognized for the amount in excess, not to exceed the total amount of goodwill allocated to that reporting unit. An impairment charge is recorded as a selling, general and administrative expense within the Company’s consolidated statement of operations and comprehensive income (loss). At each year end, the Company also performs an impairment analysis of its indefinite-lived intangible assets. Impairment losses are recorded to the extent that the carrying value of the indefinite-lived intangible asset exceeds its fair value. The Company measures the fair value of its trade name using the income approach, which uses a discounted cash flow model. The most significant estimates and assumptions inherent in this approach are the preparation of revenue and profitability growth forecasts, selection of a discount rate and a terminal year multiple. Revenue Recognition Revenue is primarily derived from the sale of apparel and accessory merchandise through our retail channel and direct channel, which includes website and catalog phone orders and is recognized when all of the following criteria are satisfied: (i) persuasive evidence of an arrangement exists; (ii) the price is fixed or determinable; (iii) collectability is reasonably assured; and (iv) delivery of products has occurred. Revenue also includes shipping and handling fees collected from 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. The Company has a return policy where merchandise returns will be accepted within 90 days of the original purchase date. At the sole discretion of the Company, returns may also be accepted after 90 days as a customer accommodation. At the time of sale, the Company records an estimated sales reserve for merchandise returns based on historical prior returns experience and expected future returns. The Company collects and remits sales and use taxes in all states in which retail and direct sales occur and taxes are applicable. These taxes are reported on a net basis and are thereby excluded from revenue. Shipping and handling costs of $14.5 million, $12.6 million, $7.9 million and $2.3 million were recorded in selling, general and administrative expenses, for the 2017, 2016, 2015 Successor and 2015 Predecessor periods, respectively. Customer payments made in advance of the customer receiving merchandise are recorded as deferred revenue within accrued expenses and other liabilities in the Company’s consolidated balance sheets. The Company sells gift cards without expiration dates to customers. The Company does not charge administrative fees on unused gift cards. Proceeds from the sale of gift cards are recorded as deferred revenue until the customer redeems the gift card or when the likelihood of redemption is remote. Based upon historical experience, the Company estimates the value of outstanding gift cards that will ultimately not be redeemed (“gift card breakage”) and will not be escheated under statutory unclaimed property laws. This gift card breakage amount is recognized as revenue over the time period established by the Company’s historical gift card redemption pattern. The Company recognized gift card breakage revenue of $0.9 million, $0.7 million, $0.4 million and $0.3 million during the 2017, 2016, 2015 Successor and 2015 Predecessor periods, respectively. The Company also receives royalty payments through its private label credit card agreement. The royalty payments are recognized as revenue as they are received over the term of the agreement. Royalty payments recognized were $4.7 million, $2.9 million, $1.3 million and $0.5 million for the 2017, 2016, 2015 Successor and 2015 Predecessor periods, respectively. Costs of Goods Sold The Company’s costs of goods sold 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. Costs of goods sold does not include distribution center costs and allocations of indirect costs, such as occupancy, depreciation, amortization, or labor and benefits. Advertising Costs The Company incurs costs to produce, print, and distribute its catalogs. Catalog costs are considered direct response advertising, are capitalized as incurred, and are amortized over the expected sales life of each catalog for a period generally not exceeding six months. The expected sales life of each catalog is determined based on a detailed marketing forecast, which considers historical experience for similar catalogs, coupled with current sales trends. Amortized catalog advertising expenses were approximately $39.2 million, $34.2 million, $21.6 million and $7.8 million for the 2017, 2016, 2015 Successor and 2015 Predecessor periods, respectively, and are included in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income (loss). Other advertising costs are recorded as incurred. Other advertising expenses recorded were $20.9 million, $18.4 million, $10.9 million and $3.2 million for the 2017, 2016, 2015 Successor and 2015 Predecessor periods, respectively, and are included in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income (loss). Operating Leases and Deferred Rent Certain operating leases contain predetermined escalations of the minimum rental payments to be made over the lease term. The Company recognizes the related rent expense on a straight-line basis over the life of the lease, taking into account fixed escalations as well as reasonably assured renewal periods. Certain retail store leases include allowances from landlords in the form of cash. These allowances are part of the negotiated terms of the lease. The Company records the full amount of the allowance when specific performance criteria are met as a deferred liability. The deferred liability is amortized into income as a reduction of rent expense over the term of the applicable lease, including reasonably assured renewal periods. The Company recognizes those liabilities to be amortized within a year as a current liability and those greater than a year as a long-term liability. For purposes of recognizing these allowances and minimum rental expenses on a straight-line basis, the Company uses the date it obtains the legal right to use and control the leased space to begin amortization, which is generally when the Company takes possession of the space and begins to make improvements in preparation for its intended use. Certain retail store leases also provide for contingent rent in addition to fixed rent. The contingent rent is determined as a percentage of gross sales in excess of predefined levels. The Company records a rent liability in accrued liabilities and the corresponding rent expense when it becomes probable that the Company will achieve a specified gross sales amount. Certain store operating leases contain cancellation clauses allowing the leases to be terminated at the Company’s discretion, provided certain minimum sales levels are not achieved within a defined period of time after opening. The Company has not historically exercised these cancellation clauses and has therefore disclosed commitments for the full terms of such leases in the accompanying disclosures. Debt Issuance Costs The Company defers costs directly associated with acquiring third-party financing. Debt issuance costs are deferred and amortized using the effective interest rate method over the term of the related long-term debt agreement and the straight-line method for the revolving credit agreement. Debt issuance costs related to long-term debt are reflected as a direct deduction from the carrying amount of the debt. From time-to-time the Company could make prepayments on the long-term debt and a portion of the debt issuance costs associated with the prepayment would be accelerated and expensed at that time. Income Taxes The Company accounts for income taxes using the asset and liability method and elected to be taxed as a C corporation. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying values and their respective tax bases, using enacted tax rates expected to be applicable in the years in which the temporary differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company evaluates the realizability of its deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of the deferred tax assets will not be realized. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected, scheduling of anticipated reversals of taxable temporary differences, and considering prudent and feasible tax planning strategies. The Company records liabilities for uncertain income tax positions based on a two-step process. The first step is recognition, where an individual tax position is evaluated as to whether it has a likelihood of greater than 50% of being sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation processes. For tax positions that are currently estimated to have less than a 50% likelihood of being sustained, no tax benefit is recorded. For tax positions that have met the recognition threshold in the first step, the Company performs the second step of measuring the benefit to be recorded. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized on ultimate settlement. The actual benefits ultimately realized may differ from the estimates. In future periods, changes in facts, circumstances and new information may require the Company to change the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recorded in income tax expense and liability in the period in which such changes occur. Any interest or penalties incurred are recorded in the provision for income tax expense line item of the accompanying consolidated statements of operations and comprehensive income (loss). The Company incurred an immaterial amount of interest expense and penalties related to income taxes for the 2017 period and no amounts were incurred in the 2016, 2015 Successor or 2015 Predecessor periods. Fair Value of Financial Instruments Certain assets and liabilities are carried at fair value in accordance with GAAP. 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 requires 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 asset or liability 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 liability. As of February 3, 2018 the Company had no assets or liabilities that were measured at fair value for reporting purposes on a recurring basis. The fair value of the Company’s debt was approximately $245.8 million and $279.7 million at February 3, 2018 and January 28, 2017, respectively. 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. Comprehensive Income (Loss) Comprehensive income (loss) is a measure of net income (loss) and all other changes in equity that result from transactions other than with equity holders, and would normally be recorded in the consolidated statements of members’ equity and the consolidated statements of comprehensive income (loss). The Company’s management has determined that net income (loss) is the only component of the Company’s comprehensive income (loss). Accordingly, there is no difference between net income (loss) and comprehensive income (loss). Equity-based Compensation Successor The Company accounts for equity-based compensation for employees and directors by recognizing the fair value of equity-based compensation as an expense in the calculation of net income (loss), based on the grant-date fair value. The Company recognizes equity-based compensation expense in the periods in which the employee or director is required to provide service, which is generally over the vesting period of the individual equity instruments. The fair value of the equity-based awards is determined using the Black-Scholes option pricing model. All of the equity-based awards granted by the Company during fiscal year 2017, 2016 and the 2015 Successor period were considered equity-classified awards and compensation expense for these awards was fully recognized and forfeitures were recorded as they occurred. The Company recognizes equity-based compensation generated at Topco and records the related expense in its consolidated financial statements as the costs are deemed to be for the benefit of the Company (see Note 16). The expenses were allocated from the parent level to the Company and recognized as an equity contribution prior to the corporate conversion. Predecessor The Predecessor accounted for liability-classified equity-based compensation for employees and a director of the Company by recognizing the value of equity-based compensation as an expense in the calculation of net income (loss), based on the intrinsic value of the award, in accordance with ASC 718. The awards were revalued at each reporting period and the Predecessor recognized the related equity-based compensation expense. The Predecessor recognized equity-based compensation generated at JJIP LLC (“JJIP”) (see Note 16) and recognized the related expense in the Predecessor’s consolidated financial statements. These equity-based compensation costs were incurred by JJIP and deemed to be for the benefit of J.Jill, and were therefore recognized as an equity contribution by the Company. Earnings Per Share Basic net income (loss) per common share attributable to common shareholders is calculated by dividing net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per common share attributable to common shareholders is calculated by dividing net income (loss) attributable to common shareholders by the diluted weighted average number of common shares outstanding for the period. There were 1.6 million dilutive securities outstanding during fiscal year 2017. There were no potentially dilutive securities outstanding during fiscal year 2016, the 2015 Successor, or 2015 Predecessor periods. Credit Card Agreement The Company has an arrangement with a third party to provide a private label credit card to its customers through February 2018 with two, two-year extension periods. The Company does not bear the credit risk associated with the private label credit card at any point prior to the termination of the agreement, at which point the Company is obligated to purchase the receivables. If the arrangement is terminated prior to September 7, 2021 and other criteria are met, the Company is obligated to pay a purchase price premium. The potential impact of the purchase obligation cannot be reasonably estimated as of the issuance date. The Company also receives reimbursements for costs of marketing programs related to the credit card, which are recorded as a reduction in operating expenses in the accompanying consolidated statements of operations and comprehensive income (loss). Reimbursements amounted to $1.3 million, $1.6 million, $0.6 million and $0.2 million for the 2017, 2016, 2015 Successor and 2015 Predecessor periods, respectively. The Company also receives royalty payments from the credit card agreement, as discussed in Revenue Recognition Employee Benefit Plan The Company has a 401(k) retirement plan under third-party administration covering all eligible employees who meet certain age and employment requirements pursuant to Section 401(k) of the Internal Revenue Code. Subject to certain dollar limits, eligible employees may contribute a portion of their pretax annual compensation to the plan, on a tax-deferred basis. The plan operates on a calendar year basis. The Company may, at its discretion, make elective contributions of up to 50% of the first 6% of the gross salary of the employee, which vests over a five year period. Discretionary contributions made by the Company for the 2017, 2016, 2015 Successor and 2015 Predecessor periods, were $1.1 million, $0.6 million, $0.4 million and $0.2 million, respectively. Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk principally consist of cash held in financial institutions and accounts receivable. The Company considers the credit risk associated with these financial instruments to be minimal. Cash is held by financial institutions with high credit ratings and the Company has not historically sustained any credit losses associated with its cash balances. The Company evaluates the credit risk associated with accounts receivable to determine if an allowance for doubtful accounts is necessary. As of February 3, 2018 and January 28, 2017, the Company determined that no allowance for doubtful accounts was necessary. |
Accounting Standards
Accounting Standards | 12 Months Ended |
Feb. 03, 2018 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Accounting Standards | 3. Accounting Standards Recently Adopted Accounting Standards 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 In July 2015, the FASB issued ASU 2015-11 , Simplifying the Measurement of Inventory 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, but does not expect that impact to be material. 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 In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers—Topic 606 Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers: Principal versus Agent Considerations Revenue from Contracts with Customers (Topic 606) Revenues from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, |
Acquisition
Acquisition | 12 Months Ended |
Feb. 03, 2018 | |
Business Combinations [Abstract] | |
Acquisition | 4. Acquisition On May 8, 2015, Holdings, a wholly-owned subsidiary of Topco, acquired approximately 94% of the outstanding interests of the Company, with Topco acquiring the remaining 6% of the outstanding membership interests of the Company (the “Acquisition”). The purchase price was $396.4 million, which consisted of $386.3 million of cash consideration and $10.1 million of noncash consideration in the form of an equity rollover by management owners of the Predecessor entity. The Acquisition was funded through an equity contribution by Holdings and Topco and borrowings under the Company’s term loan agreement (see Note 9). The Acquisition resulted in a new basis of accounting for Holdings, and in accordance with the Company’s election to apply pushdown accounting, the impact of the Acquisition has been recognized in the Successor periods of the Company’s consolidated financial statements. The following table summarizes the final allocation of the $396.4 million purchase price to the assets acquired and liabilities assumed (in thousands): As of May 8, 2015 Assets acquired: Cash $ 535 Accounts receivable 7,181 Inventories 73,300 Prepaid expenses and other 13,427 Property and equipment 78,684 Intangible assets 192,300 Goodwill 196,572 Other assets 256 Total assets acquired 562,255 Liabilities assumed: Current liabilities 75,583 Deferred income taxes 86,098 Other liabilities 4,184 Total liabilities assumed 165,865 Net assets acquired $ 396,390 As a result of the Company pushing down the effects of the Acquisition recorded by Holdings, certain accounting adjustments are reflected in Intermediate’s consolidated financial statements, as discussed below. The Company recorded goodwill of $196.6 million in the Successor consolidated balance sheet. Goodwill recognized is primarily attributable to the acquisition of an assembled workforce and other intangible assets that do not qualify for separate recognition. The fair value of the acquired intangible assets was estimated using the relief from royalty method for our trade name and the excess earnings method for customer relationships. Under the relief-from-royalty method, the fair value estimate of the acquired trade name was determined based on the present value of the economic royalty savings associated with the ownership or possession of the trade name based on an estimated royalty rate applied to the cash flows to be generated by the business. The fair value of the trade name acquired as a result of the Acquisition was $58.1 million. The fair value of customer relationships acquired in the Acquisition was estimated using the excess earnings method. Under the excess earnings method, the value of the intangible asset is equal to the present value of the after-tax cash flows attributable solely to the subject intangible asset. The fair value of customer relationships acquired as a result of the Acquisition was $134.2 million. The Company also recorded certain favorable and unfavorable leasehold interests as a result of the Acquisition. Favorable leasehold interests are included in other assets and unfavorable leasehold interests are included in other liabilities. The fair value of favorable leasehold interests is determined using the income approach, whereby the difference between contractual rent and market rent is calculated for each remaining term for each lease, and then discounted to present value. All leasehold interests are amortized based upon patterns in which the economic benefits or obligations are expected to be realized. Accordingly, the favorable and unfavorable leasehold interests are being amortized over the respective lease terms of the properties. The following are the favorable and unfavorable leasehold interests and their respective weighted average useful lives (in thousands): Fair Value at Acquisition Weighted Averaged Useful Life Leasehold Interests Favorable $ 161 8.8 years Unfavorable (3,727 ) 6.4 years Net non-market leasehold interests $ (3,566 ) The Company recorded $13.3 million of costs related to the Acquisition in the 2015 Predecessor period. These costs are included as acquisition-related expenses on the consolidated statement of operations and comprehensive income (loss) of the 2015 Predecessor period and were paid at the close of the Acquisition by Holdings and included as part of consideration for the acquired business. Additionally, there were management incentive bonuses awarded as part of the Acquisition that were deemed to be for the benefit of the acquired entity, and therefore, were recognized separately within sales, general and administrative expenses on the consolidated statement of operations and comprehensive income (loss) in the 2015 Successor period over the service period of 18 months. The following unaudited pro forma financial information summarizes the combined results of operations for the Company as though the Acquisition occurred on February 1, 2015 (in thousands): For the Year Ended January 30, 2016 Net sales $ 562,015 Net income (loss) $ 20,751 Net income for the pro forma year ended January 31, 2015 includes $13.3 million of acquisition-related expenses incurred during the 2015 Predecessor period. Pro forma net income for the year ended January 31, 2015 also includes $10.5 million costs of goods sold incurred during the 2015 Successor period resulting from the increase in fair value of merchandise inventory reflected in the purchase price allocation at the date of acquisition, as though the Acquisition occurred on February 2, 2014. These amounts are excluded from pro forma net income for the year ended January 30, 2016. The unaudited pro forma financial information is presented for informational purposes only and may not be indicative of results that would have been achieved if the Acquisition had taken place on February 2, 2014. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Feb. 03, 2018 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets include the following (in thousands): February 3, 2018 January 28, 2017 Prepaid rent $ 5,285 $ 5,575 Prepaid catalog costs 3,551 3,608 Prepaid store supplies 2,133 2,032 Prepaid shipping 4,000 — Other prepaid expenses 4,147 3,811 Other current assets 2,050 3,533 Total prepaid expenses and other current assets $ 21,166 $ 18,559 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Feb. 03, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 6. Goodwill and Other Intangible Assets Goodwill The following table shows changes in the carrying amount of goodwill for the 2017 and 2016 periods (in thousands): Balance at January 30, 2016 $ 196,572 Post measurement period tax adjustments 454 Balance at January 28, 2017 197,026 Balance at February 3, 2018 $ 197,026 During 2017, the Company performed a step zero impairment analysis and determined goodwill and indefinite-lived intangibles were not impaired based on a qualitative analysis. During 2016, the Company identified deferred tax liabilities that should have been recorded on the acquisition date; as these were considered immaterial, the Company recognized these liabilities in the 2016 period. Intangible Assets A summary of intangible assets as of February 3, 2018 and January 28, 2017 is as follows (in thousands): Weighted Average February 3, 2018 January 28, 2017 Useful Life (Years) Gross Accumulated Amortization Net Book Value Gross Accumulated Amortization Net Book Value Indefinite-lived: Trade name N/A $ 58,100 $ — $ 58,100 $ 58,100 $ — $ 58,100 Definite-lived: Customer Relationships 13.2 134,200 (43,339 ) 90,861 134,200 (28,817 ) 105,383 Total Intangible Assets $ 192,300 $ (43,339 ) $ 148,961 $ 192,300 $ (28,817 ) $ 163,483 The definite-lived intangible assets are amortized over the period the Company expects to receive the related economic benefit, which for customer lists is based upon estimated future net cash inflows. The estimated useful lives of intangible assets are as follows: For intangible assets prior to the Acquisition (Predecessor) Asset Amortization Method Estimated Useful Life Customer lists Pattern of economic benefit 9 – 14 years Non-compete agreements Straight-line basis 1.5 years For intangible assets subsequent to the Acquisition (Successor) Asset Amortization Method Estimated Useful Life Customer lists Pattern of economic benefit 9 – 16 years Total amortization expense for these amortizable intangible assets was $14.5 million, $16.5 million, $12.3 million and $1.8 million for the 2017, 2016, 2015 Successor and 2015 Predecessor periods, respectively. The Company did not recognize any impairment charges related to definite and indefinite-lived intangible assets during the 2017, 2016, 2015 Successor and 2015 Predecessor periods, respectively. The estimated amortization expense for each of the next five years and thereafter is as follows (in thousands). Fiscal Year Estimated Amortization Expense 2018 $ 12,784 2019 11,263 2020 10,015 2021 9,005 2022 8,094 Thereafter 39,700 Total $ 90,861 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Feb. 03, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment Property and equipment at February 3, 2018 and January 28, 2017 consist of the following (in thousands): February 3, 2018 January 28, 2017 Leasehold improvements $ 85,012 $ 67,966 Furniture, fixtures and equipment 42,132 35,765 Computer hardware and software 31,290 25,679 Total property and equipment, gross 158,434 129,410 Accumulated depreciation (57,689 ) (36,619 ) 100,745 92,791 Construction in progress 17,675 9,531 Property and equipment, net $ 118,420 $ 102,322 Construction in progress is primarily comprised of leasehold improvements, furniture, fixtures and equipment related to unopened retail stores and costs incurred related to the implementation of certain computer software. Capitalized software, subject to amortization, included in property and equipment at February 3, 2018 and January 28, 2017 had a cost basis of approximately $22.1 million and $18.7 million, respectively, and accumulated amortization of $9.0 million and $5.7 million, respectively. Total depreciation expense was $21.1 million, $20.4 million, $17.0 million and $3.5 million, for the 2017, 2016, 2015 Successor and 2015 Predecessor periods, respectively. During 2017, the Company recorded impairment charges of $2.2 million associated with the assets of underperforming retail locations. The impairment charge was calculated using a discounted cash flow model and was recorded in selling, general and administrative in the Company’s consolidated statement of operations and comprehensive income (loss). During the 2016, 2015 Successor and 2015 Predecessor periods, the Company did not record any impairment charges associated with property and equipment. The Company capitalized interest in connection with construction in progress of $0.6 million, $0.5 million, $0.4 million and $0.1 million for the 2017, 2016, 2015 Successor and 2015 Predecessor periods, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Feb. 03, 2018 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities include the following (in thousands): February 3, 2018 January 28, 2017 Accrued payroll and benefits $ 9,052 $ 10,387 Accrued returns reserve 7,663 6,883 Gift certificates redeemable 6,466 6,109 Accrued professional fees 2,186 4,681 Taxes, other than income taxes 3,928 2,950 Accrued occupancy 3,647 2,546 Other 15,817 12,565 Total accrued expenses and other current liabilities $ 48,759 $ 46,121 The following table reflects the changes in the accrued returns reserve for the 2017, 2016, 2015 Successor and 2015 Predecessor periods (in thousands): Accrued returns reserve Beginning of Period Charged to Expenses Deductions End of Period Period from February 1, 2015 to May 7, 2015 (Predecessor) $ 4,929 $ 21,282 $ (20,051 ) $ 6,160 Period from May 8, 2015 to January 30, 2016 (Successor) 6,160 64,696 (64,424 ) 6,432 Fiscal Year Ended January 28, 2017 (Successor) 6,432 112,739 (112,288 ) 6,883 Fiscal Year Ended February 3, 2018 (Successor) 6,883 131,322 (130,542 ) 7,663 |
Debt
Debt | 12 Months Ended |
Feb. 03, 2018 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt The components of the Company’s outstanding Term Loan were as follows (in thousands): February 3, 2018 January 28, 2017 Term loan $ 248,176 $ 275,975 Discount on debt and debt issuance costs (6,496 ) (8,736 ) Less: Current portion (2,799 ) (2,799 ) Net long-term debt $ 238,881 $ 264,440 On June 1, 2017, the Company made a voluntary prepayment of $20.2 million, including accrued interest, on the Term Loan. On December 15, 2017, the Company repurchased and retired $5.0 million of debt on the open market at 98% of par value, with a gain of $0.1 million recorded in interest expense in the Company’s consolidated statement of operations and comprehensive income (loss). The Company recorded interest expense of $19.3 million, $18.7 million, $11.9 million, and $4.6 million, in the 2017, 2016, 2015 Successor and 2015 Predecessor periods, respectively. Successor Debt Term Loan Credit Agreement On May 8, 2015, the Company entered into a term loan credit agreement (the “Term Loan Agreement”) in conjunction with the Acquisition (see Note 4). The seven-year Term Loan Agreement provides for borrowings of $250.0 million. The Company can elect, at its option, the applicable interest rate for borrowings under the Term Loan Agreement using a LIBOR or Base Rate variable interest rate plus an applicable margin. LIBOR loans under the Term Loan Agreement accrue interest at a rate equal to LIBOR plus 5.00%, with a minimum LIBOR per annum of 1.00%. Base Rate loans under the Term Loan Agreement accrue interest at a rate equal to (i) the greatest of (a) the financial institution’s prime rate, (b) the Federal Funds Effective Rate plus 0.50%, or (c) LIBOR, with a minimum LIBOR of 1.00% plus 1.00%, and (d) 2.00%. On May 27, 2016, the Company entered into an agreement to amend (the “Term Loan Amendment”) our Term Loan Agreement to borrow an additional $40.0 million in additional loans to permit certain dividends and to make certain adjustments to the financial covenant. The other terms and conditions of the Term Loan remained substantially unchanged. Current borrowings under the Term Loan Agreement accrue interest at a rate equal to LIBOR plus 5.00%, with a minimum LIBOR per annum of 1.00%, and are payable on a quarterly basis. The rate per annum was 6.04 - 6.78% in fiscal year 2017 and 6.00% throughout fiscal year 2016 and the 2015 Successor period. Repayments of $0.7 million are payable quarterly, beginning on October 31, 2015 and continuing until maturity on May 8, 2022, when the remaining outstanding principal balance of $236.3 million is due. The Company incurred $11.3 million of debt issuance costs in connection with the Term Loan Agreement and Term Loan Amendment. These fees are presented as a direct deduction from the carrying amount of the long-term debt on the consolidated balance sheet. During 2017 and 2016, $2.2 million and $1.7 million of the debt issuance cost was amortized to interest expense, respectively. Borrowings under the Term Loan Agreement are collateralized by all of the assets of the Company. In connection with the Term Loan Agreement, the Company is subject to various financial reporting, financial and other covenants, including maintaining specific liquidity measurements. 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, undergo a change in control, make advances, investments and loans, or modify its organizational documents. As of February 3, 2018 and January 28, 2017, the Company was in compliance with all financial covenants. Asset-Based Revolving Credit Agreement On May 8, 2015, the Company entered into a five-year secured $40.0 million asset-based revolving credit facility agreement (the “ABL Facility”). The ABL Facility matures on May 8, 2020. Under the terms of this agreement, the ABL Facility provides for borrowings up to (i) 90% of eligible credit card receivables, plus (ii) 85% of eligible accounts receivable, plus (iii) the lesser of (a) 100% of the value of eligible inventory at such time and (b) 90% of the net orderly liquidation value of eligible inventory at such time, plus (iv) the lesser of (a) 100% of the value of eligible in-transit inventory at such time, (b) 90% of the net orderly liquidation value of eligible in-transit inventory at such time and (c) the in-transit maximum amount (the in-transit maximum amount is not to exceed $12.5 million during the 1 st rd nd th The ABL Facility consists of revolving loans and swingline loans. Borrowings classified as revolving loans under the ABL Facility may be maintained as either LIBOR or Base Rate loans, each of which has a variable interest rate plus an applicable margin. Borrowings classified as swingline loans under the ABL Facility are Base Rate loans. LIBOR loans under the ABL Facility accrue interest at a rate equal to LIBOR plus a spread of 2.00% from May 8, 2015 to August 31, 2015, and thereafter ranging from 1.50% to 1.75%, depending on borrowing amounts. Base Rate loans under the ABL Facility accrue interest at a rate equal to (i) the greatest of (a) the financial institution’s prime rate, (b) the overnight Federal Funds Effective Rate plus 0.50%, (c) LIBOR plus 1.00%, and (d) 2.00%, plus (ii) a spread of 1.00% from May 8, 2015 to August 31, 2015, and thereafter ranging from 0.50% to 0.75%, depending on borrowing amounts. Interest on each LIBOR loan is payable on the last day of each interest period and no more than quarterly, and interest on each Base Rate loan is payable in arrears on the last business day of April, July, October and January. For both LIBOR and Base Rate loans, interest is payable periodically upon repayment, conversion or maturity, with interest periods ranging between 30 to 180 days at the election of the Company, or 12 months with the consent of all lenders. The ABL Facility also requires the quarterly payment, in arrears, of a commitment fee. The commitment fee is payable in an amount equal to 0.375% from May 8, 2015 to July 1, 2016, and thereafter at an amount equal to (i) 0.375% for each calendar quarter during which historical excess availability is greater than 50% of availability, and (ii) 0.25% for each calendar quarter during which historical excess availability is less than or equal to 50% of availability. During the fiscal year ended February 3, 2018 and January 28, 2017, there were no amounts drawn or outstanding under the ABL Facility. Based on the terms of the agreement and the reduction for the letters of credit, the Company’s available borrowing capacity under the ABL Facility as of February 3, 2018 and January 28, 2017 was $38.4 million and $37.9 million, respectively. The Company incurred $1.1 million of debt issuance costs in connection with the related ABL Facility, which were capitalized and are included in other assets on the consolidated balance sheet. In 2017 and 2016, $0.3 million and $0.2 million of the debt issuance cost were amortized to interest expense, respectively. Borrowings under the ABL Facility are collateralized by a first lien on accounts receivable and inventory. In connection with the ABL Facility, the Company is subject to various financial reporting, financial and other covenants, including maintaining specific liquidity measurements. 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, undergo a change in control, make advances, investments and loans or modify its organizational documents. As of February 3, 2018 and January 28, 2017, the Company was in compliance with all financial covenants. The Term Loan Agreement and the ABL Facility contain provisions on the occurrence of a default event. In the event of a payment default that is not cured within five business days or is not waived, or a covenant default that is not cured within 30 business days or is not waived, the Company’s obligations under these credit facilities may be accelerated. In addition, a 2% interest surcharge will be imposed during events of default. Letters of Credit As of February 3, 2018 and January 28, 2017, there were outstanding letters of credit of $1.6 million and $2.1 million, respectively, which reduced the availability under the ABL Facility. As of February 3, 2018, the maximum commitment for letters of credit was $10.0 million. Letters of credit accrue interest at a rate equal to revolving loans maintained as Base Rate loans under the ABL facility. In addition, a 2% interest surcharge will be imposed during events of default. The Company primarily used letters of credit to secure payment of workers’ compensation claims. Letters of credit are generally obtained for a one year term and automatically renew annually, and would only be drawn upon if the Company fails to comply with its contractual obligations. Payments of Debt Obligations Due by Period As of February 3, 2018, minimum future principal amounts payable under the Company’s Term Loan Agreement are as follows (in thousands): Fiscal Year 2018 $ 2,799 2019 2,799 2020 2,799 2021 2,799 2022 236,980 Thereafter - Total $ 248,176 Predecessor Debt Prior to the Acquisition on May 8, 2015, the Company had a term loan facility, a revolving credit facility and a subordinated debt facility. In conjunction with the Acquisition (see Note 4), these facilities were settled and the agreements were terminated. Certain prepayment penalties and fees of $2.9 million related to the settlement of these facilities are not reflected in either the Predecessor or Successor consolidated statements of operation and comprehensive income (loss) periods, but instead are presented “on the black line.” These terminated facility agreements are discussed below. Term Loan Facility On April 29, 2011, the Company entered into a term loan facility agreement and an asset-based revolving credit facility agreement. Both the term loan facility and the asset-based revolving credit facility were subsequently amended on September 27, 2012. These facilities were provided through JJ Lease Funding Corp. and JJ AB Funding Corp., respectively, both of which were variable interest entities established to facilitate such financings (see Note 10). The amended six-year term loan facility agreement provided for borrowings of $120.0 million. Borrowings under the amended term loan facility were maintained as either Eurodollar or Base Rate loans, each of which had a variable interest rate plus an applicable margin. Eurodollar loans under the amended term loan facility accrued interest at a rate equal to adjusted LIBOR plus 8.50%, with a minimum adjusted LIBOR per annum of 1.50%. Base Rate loans under the amended term loan facility accrued interest at a rate equal to (i) the greatest of (a) the financial institution’s prime rate, (b) the Federal Funds Effective Rate plus 0.50% and (c) adjusted LIBOR, with a minimum adjusted LIBOR of 1.50%, plus 1.00%, plus (ii) 7.50%. The rate per annum was 10.00% as of January 31, 2015 (Predecessor). Borrowings under the amended term loan facility were collateralized by all of the assets of the Company and the agreement contained a provision requiring scheduled quarterly interest and principal payments. Revolving Credit Facility The five-year amended secured asset-based revolving credit facility agreement provided for borrowings up to $40.0 million. Under the terms of the agreement, the asset-based revolving credit facility agreement provided for borrowings up to (i) 90% of eligible credit card receivables, plus (ii) 85% of the net orderly liquidation value of eligible inventory, plus (iii) the lesser of (a) the in-transit maximum amount or (b) 85% of the net orderly liquidation value of eligible in-transit inventory, less (iv) certain reserves established by the lender, as defined in the agreement. Borrowings under the asset-based revolving credit facility agreements were collateralized by a first lien on accounts receivable and inventory. The asset-based revolving credit facility consisted of revolving loans and swingline loans. Borrowings classified as revolving loans under the asset-based revolving credit facility were able to be maintained as either Eurodollar or Base Rate loans, each of which had a variable interest rate plus an applicable margin. Borrowings classified as swingline loans under the asset-based revolving credit facility were Base Rate loans. Eurodollar loans accrued interest at a rate equal to LIBOR plus a spread ranging from 2.25% to 2.75%, depending on borrowing amounts. Base Rate loans accrued interest at a rate equal to (i) the greatest of (a) the financial institution’s prime rate, (b) the Federal Funds Effective Rate plus 0.50% and (c) LIBOR plus 1.00%, plus (ii) a spread ranging from 1.25% to 1.75%, depending on borrowing amounts. Interest on each Eurodollar loan was payable on the last day of each interest period, and interest on each Base Rate loan was payable on the last business day of April, July, October and January. For both Eurodollar and Base Rate loans, interest was payable upon repayment maturity, with durations ranging between 30 to 90 days. The asset-based revolving credit facility agreement also required the quarterly payment, in arrears, of a commitment fee of 0.5% per annum of the average daily unused portion of the facility as well as a fee on the balance of the outstanding letters of credit. As of January 31, 2015 (Predecessor), there were no amounts outstanding under the asset-based revolving credit facility agreement. Based on the terms of the agreement, the Predecessor’s available borrowing capacity under the asset-based revolving credit facility agreement as of January 31, 2015 (Predecessor) was $36.7 million. Subordinated Debt Facility On September 27, 2012, the Company entered into a six-year subordinated debt facility agreement with an affiliate of the Company in conjunction with the amendment to the term loan facility agreement and asset-based revolving credit facility agreement. The subordinated debt facility was an unsecured mezzanine term loan and provided for borrowings of $30.0 million. This facility was provided through JJ Mezz Funding Corp., which was a variable interest entity established to facilitate such financing (see Note 10). Borrowings under the mezzanine term loan accrued interest at a rate of 24.0%. The 24.0% interest rate on the mezzanine term loan included a Payment in Kind (“PIK”) interest factor whereby one half of the 24.0% interest due was payable in cash and one half was added to the outstanding principal amount of the mezzanine term loan. The outstanding principal balance was to be payable upon maturity of the mezzanine term loans on September 27, 2018. As a result of the PIK interest factor, additional long-term debt of $4.5 million was incurred as of January 31, 2015 (Predecessor). As of January 31, 2015 (Predecessor), the Company had $39.7 million of outstanding borrowings under the mezzanine term loan. In connection with the amended term loan facility agreement, amended asset-based revolving loan agreement and the subordinated debt facility agreement, the Company was subject to various financial reporting, financial and other covenants, including maintaining specific liquidity measures. In addition, there were negative covenants including certain restrictions on the ability to: incur additional indebtedness, create liens, enter into transactions with affiliates, transfer assets, pay dividends, consolidate or merge with other entities, or undergo a change in control. Each loan also contained provisions in the event of default. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Feb. 03, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Variable Interest Entities | 10. Variable Interest Entities During the Predecessor periods the Company maintained several financing facilities with third-party financing companies, including JJ Lease Funding Corp., JJ AB Funding Corp. and JJ Mezz Funding Corp. The financing facilities were independent special purpose entities established for the sole purpose of obtaining financing for the benefit and at the direction of the Company. Each of these facilities was deemed a VIE, for which the Company was determined to be the primary beneficiary. Each of these VIEs was consolidated within the Company’s financial statements for the 2015 Predecessor period. Contemporaneously with the Acquisition, on May 8, 2015 (see Note 4), these financing facilities were repaid and terminated by the Company. These three financing facilities ceased being VIEs to the Company and were no longer consolidated in the 2015 Successor period. JJ Lease Funding Corp. The Company entered into a sale leaseback arrangement with JJ Lease Funding Corp., whereby the Company sold and immediately leased back from JJ Lease Funding Corp. certain tangible and intangible assets of the Company in exchange for cash consideration to the Company of $120.0 million. The Company did not recognize any gain or loss on the sale of its assets. The Company’s lease financing arrangement with JJ Lease Funding Corp. was funded through a term loan agreement between JJ Lease Funding Corp. and a commercial lender. The terms of the term loan agreement were structured such that the aggregated payments due under the lease financing arrangement would equal the principal and interest due under the term loan. When the term loan is repaid in full, the ownership of the assets would be reverted back to the Company. JJ Lease Funding Corp. does not have any other assets or liabilities or income and expense other than those associated with the term loan and the sale leaseback arrangement. Under the terms of the lease financing arrangement, the Company’s obligations are limited to amounts due to JJ Lease Funding Corp. and the Company has no obligations under the term loan facility. The Company determined that it was the primary beneficiary of JJ Lease Funding Corp. due to i) the establishment of JJ Lease Funding Corp. being for the sole purpose of effecting the lease financing arrangement at the direction of the Company and ii) the Company absorbing any potential variability related to the term loan based on its payment terms equaling the payment terms of the lease financing arrangement. During the 2015 Predecessor period, the Company consolidated $1.6 million in interest expense related to the term loan as interest expense within its consolidated statements of operations and comprehensive income (loss). JJ AB Funding Corp. The Company entered into a commodities purchase financing agreement with JJ AB Funding Corp., whereby JJ AB Funding Corp. entered into a five-year secured $40.0 million asset-based revolving credit facility with a commercial lender. Under the terms of the commodities purchase financing agreement, the Company’s obligations were limited to amounts due to JJ AB Funding Corp. and the Company had no obligations under the revolving credit facility. Amounts due by the Company were equal to the purchase price of the commodities purchased plus a nominal agreed upon profit rate, which were equal in total to JJ AB Funding Corp.’s interest and principal obligations under the revolving credit facility. JJ AB Funding Corp. does not have any other assets or liabilities or income and expense other than those associated with the revolving credit facility and commodities purchase financing agreement. The Company determined that it was the primary beneficiary of JJ AB Funding Corp. due to i) the establishment of JJ AB Funding Corp. being for the sole purpose of effecting the commodities purchase financing agreement at the direction of the Company and ii) the Company absorbing any potential variability related to the revolving credit facility based on its payment terms equaling the payment terms of the commodities purchase financing agreement. During the 2015 Predecessor period, the Company consolidated $0.3 million in interest expense related to the revolving credit facility as interest expense within its consolidated statements of operations and comprehensive income (loss). JJ Mezz Funding Corp. The Company entered into a commodities purchase financing arrangement with JJ Mezz Funding Corp., whereby JJ Mezz Funding Corp. entered into a six-year unsecured $30.0 million subordinated debt facility with a commercial lender. Amounts due under the subordinated debt facility were to be paid through the proceeds received under JJ Mezz Funding Corp.’s commodities purchase financing arrangement, whose payments were guaranteed by the Company. Payments due by the Company to JJ Mezz Funding Corp. for the commodities purchase financing arrangement were equal to the purchase price of the commodities purchased plus a nominal agreed upon profit rate, which were equal in total to JJ Mezz Funding Corp.’s interest and principal obligations under the subordinated debt facility. JJ Mezz Funding Corp. does not have any other assets or liabilities or income and expense other than those associated with the subordinated debt facility and commodities purchase financing arrangement. Under the terms of the commodities purchase financing arrangement, the Company’s obligations were limited to amounts due to JJ Mezz Funding Corp. and the Company had no obligations under the subordinated debt facility. The Company determined that it was the primary beneficiary of JJ Mezz Funding Corp. due to i) the establishment of JJ Mezz Funding Corp. being for the sole purpose of effecting the commodities purchase financing arrangement at the direction of the Company and ii) the Company absorbing any potential variability related to the subordinated debt facility based on its payment terms equaling the payment terms of the commodities purchase financing arrangement. During the 2015 Predecessor period, the Company consolidated $2.7 million in interest expense related to the subordinated debt facility as interest expense within its consolidated statements of operations and comprehensive income (loss). |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Feb. 03, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Operating Lease Agreements The Company leases retail, distribution and corporate office facilities under various operating leases having initial or remaining terms of more than one year. Many of these leases require that the Company pay taxes, maintenance, insurance, and certain other operating expenses applicable to leased properties. Rental payments under the terms of some store facility leases include contingent rent based on sales levels, whereas other payment terms are based on the greater of a minimum rental payment or a percentage of the store’s gross receipts. The original lease terms under existing arrangements range from 1-20 years and may or may not include renewal options, rent escalation clauses, and/or landlord leasehold improvement incentives. In the case of operating leases with rent escalation clauses, the payment escalations are accrued and the rent expense is recognized on a straight-line basis over the lease term. The Company recorded a deferred lease liability of $9.5 million and $6.5 million as of February 3, 2018 and January 28, 2017, respectively. In certain instances, the Company also receives allowances 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 $17.3 million and $11.3 million as of February 3, 2018 and January 28, 2017, respectively. The following table summarizes future minimum rental payments required under all non-cancelable operating lease obligations as of February 3, 2018 (in thousands): Fiscal Year 2018 $ 46,406 2019 42,204 2020 40,122 2021 38,355 2022 34,322 Thereafter 122,046 Total $ 323,455 Total rental expense was $60.2 million, $55.6 million, $36.2 million and $12.7 million for the 2017, 2016, 2015 Successor and 2015 Predecessor periods, respectively, exclusive of contingent rental expense recorded of $2.2 million, $2.2 million, $1.8 million and $0.5 million for the same respective periods. Legal Proceedings Shareholder Class Action Lawsuits On October 13, 2017, a securities lawsuit was filed in the United States District Court for the District of Massachusetts against the Company, several members of our Board of Directors and our Chief Financial Officer, among others. The complaint was brought under the Securities Act of 1933 and sought certification of a class of plaintiffs comprised of all shareholders that acquired stock issued by the Company in its initial public offering in March 2017. The plaintiffs sought compensation for losses they incurred since purchasing the stock. Following the filing of this lawsuit, two additional, similar actions were brought in the same court. The three matters were eventually consolidated, and a lead plaintiff was appointed by the court. On March 9, 2018, an amended complaint was filed. The Company has not yet filed a responsive pleading in the matter, entitled The Pension Trust v. J.Jill, Inc., et al., We are not presently party to any other legal proceedings the resolution of which we believe would have a material adverse effect on our business, financial condition, operating results or cash flows. We establish reserves for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Concentration Risk An adverse change in the Company’s relationships with its key suppliers, or loss of the supply of one of the Company’s key products for any reason, could have a material effect on the business and results of operations of the Company. One supplier accounted for approximately 15.5% of the Company’s purchases during 2017. Other Commitments In addition to the lease commitments disclosed above, the Company enters into other cancelable and noncancelable commitments. Typically, these commitments are for less than one year in duration and are principally for the procurement of inventory. Preliminary commitments with the Company’s merchandise vendors are made approximately six months in advance of the planned receipt date. The Company had outstanding purchase commitments of $128.0 million as of February 3, 2018. |
Other Liabilities
Other Liabilities | 12 Months Ended |
Feb. 03, 2018 | |
Other Liabilities Noncurrent [Abstract] | |
Other Liabilities | 12. Other Liabilities Other liabilities include the following (in thousands): February 3, 2018 January 28, 2017 Deferred rent $ 9,521 $ 6,493 Deferred lease credits 15,064 9,878 Unfavorable leasehold interests 1,809 2,411 Other 1,183 1,350 Total other liabilities $ 27,577 $ 20,132 |
Preferred Capital and Sharehold
Preferred Capital and Shareholders’ Equity | 12 Months Ended |
Feb. 03, 2018 | |
Equity [Abstract] | |
Preferred Capital and Shareholders’ Equity | 13. Preferred Capital and Shareholders’ Equity Successor On May 8, 2015, Holdings, a wholly owned subsidiary of Topco, acquired approximately 94% of the 1,000,000 issued and outstanding interests of the Company, with Topco acquiring the remaining 6% of the issued and outstanding membership interests of the Company (see Note 4). In connection with the Acquisition, the Predecessor LLC Agreement of the Company was amended. The terms of the amended agreement were substantially the same as the previously amended and restated agreement, including the rights of Common Unit holders. 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. 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, 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 are treated as restricted shares 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 are contingently issuable upon vesting and have been included in diluted earnings per share. Predecessor In conjunction with the Acquisition (see Note 4), the securities that were in existence in the Predecessor periods, as further discussed below, were settled and no longer outstanding subsequent to May 8, 2015. Common Units The Predecessor LLC Agreement, as amended and restated (the “Predecessor LLC Agreement”), authorized the Predecessor to issue up to 1,000,000 Common Units. In April 2011, the Predecessor issued 1,000,000 Common Units, 100 Class A Units and 3,927,601.3 Class B Units, and simultaneously entered into a commodities purchase agreement (the “Commodities Purchase Agreement”) for purposes of providing a preferred capital investment of $72.8 million (the “Preferred Capital”) to an investor of the Predecessor. The voting and liquidation rights of the holders of the Predecessor’s Common Units were subject to and qualified by rights, powers and preferences of holders of the Preferred Capital, and Class A and Class B Units as set forth below. As of January 31, 2015 (Predecessor), 1,000,000 Common Units were outstanding and no Common Units were available for future issuance. Preferred Capital The Preferred Capital is classified outside of members’ equity because it contains certain redemption features that are not solely within the control of the Company. The voting and liquidation rights of the Preferred Capital were subject to and qualified by rights, powers and preferences of the Predecessor’s investors as set forth below. Class A and B Units The Predecessor’s LLC Agreement authorized the Predecessor to issue up to 100 Class A Units and 3,927,601.3 Class B Units. In April 2011, the Predecessor issued 100 Class A Units and 3,927,601.3 Class B Units and received $1,000 and $39.3 million, respectively, as a capital contribution upon issuance. The voting and liquidation rights of the holders of the Predecessor’s Class A and Class B Units were subject to and qualified by rights, powers and preferences of the holder of the Preferred Capital as set forth below. As of January 31, 2015 (Predecessor), 100 Class A Units and 3,927,601.3 Class B Units were outstanding and no Class A or Class B Units were available for future issuance. Non-Liquidating Distributions In the event of a non-liquidating distribution, at the discretion of the Predecessor, the holder of the Preferred Capital and the holders of Class A and Class B Units as a group, were limited to an amount up to each holder’s aggregate unreturned capital on a pro rata basis. Any remaining amounts were to be distributed to holders of Common Units. Liquidation Preferences As defined within the Predecessor LLC Agreements, if the Predecessor were liquidated, dissolved or wound-up, the holder of the Preferred Capital would have been entitled to their return of capital in preference of holders of Class A and Class B Units, while Common Unit holders would have been entitled to any remaining liquidating distributions. The holder of the Preferred Capital was entitled to all liquidating distributions paid by the Predecessor until such payments equal the aggregate original issuance price paid of $72.8 million. Subject to the payment in full of amounts due to the holder of the Preferred Capital, each holder of Class A and B Units would have been entitled to any liquidating distributions paid by the Predecessor up to an amount equal to each holder’s aggregate original issuance price paid of $1,000 and $39.3 million, respectively, on a pro rata basis. Any remaining liquidating distributions paid by the Predecessor, subsequent to payment in full of amounts due first to the holder of the Preferred Capital and second to holders of Class A and Class B Units, would have been paid out to holders of Common Units. Redemption Rights The Predecessor was established with a finite life of 49 years, commencing on the date of filing of its certificate of formation. At the end of its 49-year term, the Predecessor would be liquidated and all outstanding unreturned capital would be distributed to the then current owners, in accordance with the liquidation preferences described above. Owners were also entitled to a distribution of their unreturned capital prior to the completion of the Predecessor’s 49-year term upon the occurrence of an earlier liquidation event as defined by the Commodities Purchase Agreement. Voting Rights The Preferred Capital, Class A Units, Class B Units and Common Units held no voting rights. The Predecessor was governed by the board of managers, for which the holders of the Preferred Capital, Class A and Class B Units each had the right to appoint members to the board of managers, as determined by the Predecessor LLC Agreements. |
Income Taxes
Income Taxes | 12 Months Ended |
Feb. 03, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes The provision for income taxes for the 2017, 2016, 2015 Successor and 2015 Predecessor periods consists of the following (in thousands): Successor Predecessor For the Fiscal Year Ended February 3, 2018 For the Fiscal Year Ended January 28, 2017 For the Period May 8, 2015 to January 30, 2016 For the Period February 1, 2015 to May 7, 2015 Current U.S. Federal $ 17,510 $ 17,442 $ 8,052 $ 1,957 State and local 4,299 3,686 1,533 503 Total current 21,809 21,128 9,585 2,460 Deferred tax benefit U.S. Federal (28,374 ) (3,663 ) (6,212 ) (793 ) State and local 1,126 (796 ) (1,051 ) (168 ) Total deferred tax benefit (27,248 ) (4,459 ) (7,263 ) (961 ) Total income tax (benefit) provision $ (5,439 ) $ 16,669 $ 2,322 $ 1,499 A reconciliation of the federal statutory income tax rate to the Company’s effective tax rate is as follows for the periods presented: Successor Predecessor For the Fiscal Year Ended February 3, 2018 For the Fiscal Year Ended January 28, 2017 For the Period May 8, 2015 to January 30, 2016 For the Period February 1, 2015 to May 7, 2015 Federal statutory income tax rate 33.8 % 35.0 % 35.0 % 35.0 % State income taxes, net of federal tax effect 4.7 % 4.6 % 0.9 % (39.9 )% Tax rate changes (48.3 )% — — — Acquisition-related costs 1.2 % 3.5 % — (344.5 )% Nondeductible equity-based compensation expense 0.2 % 0.5 % 0.9 % (38.3 )% Charitable contributions (1.7 )% — — — Tax return to provision adjustments (1.2 )% — — — Other 0.4 % (2.7 )% (1.8 )% 14.8 % Effective tax rate (10.9 )% 40.9 % 35.0 % (372.9 )% The effective tax rate in the 2015 Predecessor period reflects transaction costs related to the Acquisition, which were not deductible for tax purposes. The components of deferred tax assets (liabilities) were as follows (in thousands): February 3, 2018 January 28, 2017 Deferred tax assets Accrued expenses $ 5,515 $ 6,612 Start-up costs (a) 759 1,239 Deferred revenue 179 311 Total deferred tax assets 6,453 8,162 Deferred tax liabilities Inventory (2,332 ) (3,878 ) Fixed assets (12,792 ) (18,270 ) Intangible assets (35,864 ) (58,372 ) Prepaid expenses (1,728 ) (1,153 ) Total deferred tax liabilities (52,716 ) (81,673 ) Net deferred tax liabilities $ (46,263 ) $ (73,511 ) (a) For fiscal year ended February 3, 2018 and January 28, 2017, the deferred tax asset for Section 195 costs related to the Acquisition have been separately stated as start-up costs. The fiscal year ended January 28, 2017 start-up costs were previously presented in the accrued expenses line item. On December 22, 2017, the U.S. Tax Cuts and Jobs Act (TCJA) legislation was signed. The new U.S. tax legislation is subject to a number of provisions, including a reduction of the U.S. federal corporate income tax rate from 35.0% to 21.0% (effective January 1, 2018) and a change in certain business deductions, including allowing for immediate expensing of certain qualified capital expenditures. In accordance with U.S. GAAP, which requires the Company to recognize the effects of tax reform in the period of enactment, the Company is required to use a blended U.S. federal tax rate of 33.8% for fiscal 2017. As a result of TCJA, the Company recognized a tax benefit of $24.0 million related to the remeasurement of deferred tax assets and liabilities. After the remeasurement, the Company’s deferred tax liability, net of deferred tax assets, was $46.3 million at February 3, 2018 compared to $73.5 million at January 28, 2017. There are no other tax law changes resulting from TCJA that are expected to have a significant impact on the Company’s consolidated financial statements. In December 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”), which allows the Company to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. The Company lthough no material changes are anticipated, the Company expects to complete the analysis within the measurement period in accordance with SAB 118. The Company had no federal or state tax credit carryforwards as of February 3, 2018 and January 28, 2017 and had no federal and an immaterial amount of state net operating loss carryforwards for the same respective periods. The Company has considered the need for a valuation allowance based on the more likely than not criterion. In determining the need for a valuation allowance, management makes assumptions and applies judgment, including forecasting future earnings and considering the reversals of existing deferred tax liabilities. Based on this analysis, management determined that no valuation allowance was required. The Company performed an analysis of its current and historical tax positions and determined that no material uncertain tax positions exist. Therefore, there is no liability for uncertain tax positions as of February 3, 2018 and January 28, 2017. The Company’s income tax returns are periodically examined by the Internal Revenue Service (the “IRS”). The IRS recently completed an exam of the 2015 Successor period. On December 12, 2017, at the conclusion of the examination, the Company received a Revenue Agent’s Report, proposing an increase to our U.S. taxable income which resulted in an additional federal tax payment of $1.1 million, subject to interest. The federal tax payment was offset by a deferred tax asset. The Company agrees with the proposed adjustments and has settled through payment of the assessment on January 31, 2018. In prior years, the IRS completed an examination of the fiscal year 2013 income tax return, without adjustment. For federal and state income tax purposes, the Company’s tax years remain open under statute from fiscal year 2014 to the present. J.Jill, Inc. is the parent entity required to file the consolidated income tax return for federal purposes and several state jurisdictions, which include subsidiary entities, Jill Acquisition LLC and J.Jill Gift Card Solutions, Inc. The Company has allocated its share of the parent entity’s federal and combined state income tax accrual, or benefit, in accordance with an intercompany tax allocation policy, which is based on the separate return method. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Feb. 03, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 15. Earnings Per Share Successor In conjunction with the Acquisition (see Note 4), the holder of the Preferred Capital received a return of their original investment of $72.8 million and the Commodities Purchase Agreement was terminated. In addition, the capital relating to the 100 Class A Units and the 3,927,601.3 Class B Units was returned to the holders and these units were no longer outstanding subsequent to the May 8, 2015 Acquisition. On February 24, 2017, the Company converted from a Delaware limited liability company named Jill Intermediate LLC into a Delaware corporation named J.Jill, Inc. In conjunction with the conversion, all of the outstanding equity interests converted into 43,747,944 shares of common stock. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where required, to reflect this conversion. The following table summarizes the computation of basic and diluted net income (loss) per common unit for the 2017, 2016, 2015 Successor and 2015 Predecessor periods (in thousands, except share and per share data): Successor Predecessor For the Fiscal Year Ended February 3, 2018 For the Fiscal Year Ended January 28, 2017 For the Period May 8, 2015 to January 30, 2016 For the Period February 1, 2015 to May 7, 2015 Numerator Net income (loss) attributable to common shareholders: $ 55,365 $ 24,075 $ (4,254 ) $ (1,901 ) Denominator Weighted average number of common shares outstanding, basic: 41,926,157 43,747,944 43,747,944 43,747,944 Dilutive effect of restricted shares 1,645,589 — — — Weighted average number of common shares outstanding, diluted: 43,571,746 43,747,944 43,747,944 43,747,944 Net income (loss) per common share attributable to common shareholders, basic: $ 1.32 $ 0.55 $ (0.10 ) $ (0.04 ) Net income (loss) per common share attributable to common shareholders, diluted: $ 1.27 $ 0.55 $ (0.10 ) $ (0.04 ) 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 anti-dilutive effect. There were 318,875 such awards excluded for the 2017 period. There were no awards excluded for the 2016, 2015 Successor and 2015 Predecessor periods. Predecessor Given the liquidation preferences and distribution terms as described in Note 13, the Preferred Capital, Class A Units and Class B Units have been excluded from the calculation of earnings per unit as any non-liquidating distributions to each of these equity holders were limited to each equity holder’s return of capital. During the 2015 Predecessor period there were no non-liquidating distributions approved by the Predecessor’s board of managers. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Feb. 03, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity-Based Compensation | 16. Equity-Based Compensation Successor Plan On May 8, 2015, Topco established an Incentive Equity Plan (the “Plan”), which allows Topco to grant Topco Class A Common Interests (“Common Interests”) to certain directors, senior executives and key employees of the Company. The Plan is administered by Topco’s board of directors, along with input from the Company’s Chief Executive Officer. Grant date fair value, vesting and any other restrictions are determined at the discretion of Topco’s board of directors. Common Interests granted to employees of the Company are classified as equity awards and are generally subject to a five year vesting period, with either a monthly or annual cliff vest. The Plan also contains a fair value repurchase feature, allowing Topco to repurchase vested Common Interests upon termination of employment. The Common Interests contain provisions for accelerated vesting upon an approved sale of the Partnership or the termination of employment. If termination of employment is without cause, as defined in the Grant Agreement, all then-unvested units are forfeited and vested interests are subject to repurchase. If termination of employment is for cause, as defined in the Grant Agreement, all vested and unvested units will be forfeited. The Plan allowed Topco to grant up to 32,683,677 of its Class A Common Interests. As of February 3, 2018, there were no Common Interests authorized and available for future issuance. Topco did not grant any Common Interests to nonemployees. During 2016, Topco repurchased 234,652 units and 1,122,978 units were forfeited during the same period. There were no units repurchased or forfeited during 2017. During 2017, at the time of the IPO, the total issued unvested Common Interests under the Plan were converted to 2,385,001 restricted share awards (“RSAs”) under the Plan. The RSA terms are the same as the Common Interests. During 2017, there were no repurchased or forfeited RSAs. In conjunction with the IPO, on March 9, 2017, the Company established the J.Jill, Inc. Omnibus Equity Incentive Plan (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. During 2017, the Committee granted restricted stock units (“RSUs”) under the 2017 Plan, which generally vest one year from grant date. 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. The fair market value of RSUs is determined based on the market price of the Company’s shares on the date of grant. The following table summarizes restricted stock activity during 2017, 2016 and the 2015 Successor period: Number of Units Weighted Average Grant Date Fair Value Units outstanding at May 8, 2015 — $ — Granted 20,535,403 0.07 Vested (2,402,837 ) 0.07 Forfeited — — Unvested units outstanding at January 30, 2016 18,132,566 0.07 Granted 3,126,954 0.24 Vested (4,056,798 ) 0.07 Forfeited (1,122,978 ) 0.07 Unvested units outstanding at January 28, 2017 16,079,744 0.10 Converted Common Interests (16,079,744 ) 0.10 RSAs issued from Common Interests 2,385,001 0.67 Granted 18,172 12.63 Vested (635,383 ) 0.77 Forfeited — — Unvested units outstanding at February 3, 2018 1,767,790 $ 0.65 The aggregate intrinsic value of Common Interests is calculated as the difference between the price paid, if any, of the Common Interests and its fair value. The aggregate intrinsic value of Common Interests that vested during 2016 was $8.2 million and no Common Interests vested during 2017. As of February 3, 2018, there was $1.2 million of total unrecognized compensation expense related to unvested restricted stock, which is expected to be recognized over a weighted average service period of 2.5 years. The 2017 Plan has 2,237,303 shares of common stock reserved for issuance to awards granted by the Committee. As of February 3, 2018, there were an aggregate of 1,939,093 shares authorized and available for future issuance. During 2017, the Committee granted stock options under the 2017 Plan. Stock options are granted to purchase ordinary shares at prices as determined by the Committee, but in no event shall the exercise price be less than the fair market value of the common stock at the time of grant. Options generally vest in equal installments over a four year period. Options expire not more than 10 years from the date of grant. The grant date fair value of options is recognized as an expense on a straight line basis over the requisite service period, which is generally the vesting period. Forfeitures are recorded as incurred. The following table summarizes stock option activity during 2017: Number of Units Weighted Average Grant Date Fair Value Weighted Average Exercise Price Units outstanding at January 28, 2017 — $ — $ — Granted 280,038 6.05 13.25 Exercised — — — Forfeited (14,922 ) 6.03 13.12 Units outstanding at February 3, 2018 265,116 $ 6.05 $ 13.26 As of February 3, 2018, there was $1.3 million of unrecognized compensation cost related to non-vested stock options. This cost is expected to be recognized over a weighted average period of 3.3 years. The Company historically has been a private company and lacks certain company-specific historical and implied volatility information. Therefore, it estimates its expected share volatility based on the historical volatility of a publicly traded group of peer companies. Due to the lack of relevant historical data, the simplified approach was used to determine the expected term of the options. The risk-free rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends, and as of February 3, 2018 did not anticipate paying any cash dividends to option holders in the foreseeable future. The fair values of options are estimated using the Black-Scholes option-pricing model with the following assumptions: February 3, 2018 Risk-free rate 2.02 - 2.21% Expected term (in years) 6.25 Expected volatility 43.03 - 44.64% Expected dividend yield 0.00% The Company established an Employee Stock Purchase Plan (the “Purchase Plan”) during 2017, under which a maximum of 200,000 shares of common stock may be purchased by eligible employees as defined by the Purchase Plan. The Purchase Plan provides for one “purchase period” each year, commencing on January 1 of each year and continuing through December 31. Shares are purchased through an accumulation of payroll deductions (no more than 10% of compensation, as defined) for the number of whole shares determined by dividing the balance in the employee’s account on the last day of the purchase period by the purchase price per share for the stock determined under the Purchase Plan. The purchase price for shares is the lower of 85% of the fair market value of the common stock at the beginning of the purchase period, or 85% of such value at the end of the purchase period. The fair value of shares purchased under the Purchase Plan are estimated using the Black-Scholes option-pricing model with the following assumptions: February 3, 2018 Risk-free rate 1.76% Expected term (in years) 1.00 Expected volatility 41.81% Expected dividend yield 0.0% The weighted average grant date fair value of the one year option inherent in the Purchase Plan was approximately $2.50 during 2017. Equity-based compensation expense for all award types of $0.8 million, $0.6 million and $0.2 million was recorded as a selling, general and administrative expense in the consolidated statement of operations and comprehensive income (loss) during 2017, 2016 and the 2015 Successor periods, respectively. Predecessor Plan In conjunction with the Acquisition (see Note 4), the equity-based compensation plans that were in existence in the Predecessor periods, as further discussed below, were settled and no longer outstanding subsequent to May 8, 2015. On March 30, 2012, JJIP, a Limited Partnership (the “Partnership”), was formed by the then current owners of the Company and held a portion of the outstanding common units of the Company. A Management Incentive Unit equity program (the “Predecessor Plan”) was established by JJIP to provide the opportunity for key employees of the Company to participate in the appreciation of the business. The Predecessor Plan allowed Management Incentive Units (“MIUs”) to be granted to employees of the Company at the discretion of JJIP’s board of managers, not to exceed a maximum of 105,000 outstanding at any given time. The MIUs entitled the employees to an interest in JJIP upon the vesting of the MIU. When distributions are made by the Company to JJIP, a holder of common units in the Predecessor periods, JJIP’s board of managers would determine the allocation of that distribution to the JJIP interest holders. As of January 31, 2015 (Predecessor), there were an aggregate 14,006 MIUs authorized and available for future issuance. The vesting terms of MIUs granted by JJIP to employees of the Company were determined on a grant-by-grant basis, according to the terms set forth by JJIP’s board of managers. Half of the MIUs were granted as time-based vesting awards with the remaining half granted as performance-based vesting awards. MIUs granted with time-based vesting features generally vested over a four year vesting period, with 25% of the MIUs cliff vesting at the later of one year from the date of employment with the Company (“First Vesting Date”), but not to exceed one year from the date of grant. The remaining 75% of the Units vested quarterly over a three year period, beginning on the First Vesting Date. The MIUs contain provisions for accelerated vesting upon an approved sale of the Partnership or forfeiture of unvested MIUs or both vested and unvested MIUs in the event of termination of employment from the Company without cause or with cause, respectively. MIUs with a performance-based vesting feature were determined to vest upon the achievement of a specified Threshold Return, as defined by the Plan. The Company reviewed the likelihood of achieving the Threshold Return at the end of each reporting period. During the 2015 Predecessor period, the Company determined that the likelihood of achieving the Threshold Return was not probable, and therefore no compensation expense was recognized related to the MIUs with performance-based vesting features. As of January 31, 2015 (Predecessor), there were 45,450 performance-based vesting units outstanding and unvested. The MIUs also contained a repurchase feature, whereby upon termination, JJIP had the right to purchase from former employees any or all of the vested MIUs for cash. The amount of consideration provided by JJIP was based on a stated formula, per the terms of the Plan, which prevented employees from being exposed to all of the risks and rewards of owning the MIUs. Based on the repurchase feature of the MIUs, the Company determined that the MIUs were liability classified awards. Although the MIUs were granted by JJIP, which had an economic interest in the Predecessor entity, the services provided were for the benefit of J.Jill. As a result, the corresponding compensation expense was recognized in the consolidated statement of operations and comprehensive income (loss) of the Company with a corresponding capital contribution from JJIP. The Company accounted for compensation expense related to liability classified awards using the intrinsic value method, as permitted by ASC 718 for nonpublic entities, and recorded changes in the value of these awards as compensation expense at each reporting period. To determine the intrinsic value, the Predecessor calculated the difference between the exercise price, if any, of the MIU compared to its estimated repurchase price at each reporting period. The repurchase price of the MIUs was determined using an estimate of the excess of the Predecessor’s EBITDA, multiplied by a fixed multiple, over a predetermined dollar value threshold. The difference between these two amounts, if positive, was then divided by the total number of MIUs outstanding. As a result of the pending Acquisition, at January 31, 2015, the repurchase calculation was amended to reflect the anticipated transaction value. As of January 31, 2015 (Predecessor), 36,113 time vesting units were vested and 9,431 time vesting units were unvested. The following table summarizes the MIU activity of the time vesting units during the 2015 Predecessor period: Number of Units Unvested units outstanding, January 31, 2015 9,431 Granted - Vested (3,403 ) Forfeited - Unvested units outstanding, May 7, 2015 6,028 The aggregate intrinsic value of MIUs as of January 31, 2015 that vested during the period was $2.2 million. The aggregate intrinsic value of the unvested time and performance units was $9.9 million as of January 31, 2015. Compensation expense of $0.4 million was recorded in selling, general and administrative expenses in the consolidated statements of operations and comprehensive income (loss) for the 2015 Predecessor period. The intrinsic value of MIUs was $7.3 million as of January 31, 2015 (Predecessor). In conjunction with the Acquisition (see Note 4), the unvested time-based MIUs were automatically vested as a result of the change in control and all of the issued and outstanding vested time-based MIUs were settled. All of the performance-based awards issued and outstanding achieved their specified Threshold Return upon the Acquisition and were also settled. The acceleration of the vesting conditions due to a change in control resulted in compensation expense of approximately $7.4 million, which was not reflected in either the Predecessor or Successor consolidated statements of operations and comprehensive income (loss) periods, but instead are presented “on the black line.” |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Feb. 03, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17. Related Party Transactions As part of the Acquisition (see Note 4), TowerBrook, an affiliate of Topco, has performed and will continue to perform management support advisory services, planning and finance services for the Company. Under the terms of the services agreement with TowerBrook, effective May 8, 2015, Holdings paid an upfront lump sum fee of $4.0 million. TowerBrook was also eligible to earn a fee of up to 1% of the Transaction Value at completion of: (i) a sale of all or substantially all of the assets of the Company; or (ii) the sale of a majority of the outstanding voting equity interests of the Company or entity of which the Company is a direct and wholly-owned subsidiary; or (iii) an underwritten public offering and sale of equity securities of the Company or any beneficiary affiliate (“Exit”). The Company also agreed to pay and reimburse reasonable out of pocket expenses. The agreement term is continuous and terminates only upon a complete equity Exit by TowerBrook and its affiliates, mutual written consent, unilateral consent by TowerBrook, or by the Company upon a willful material breach of the agreement that is not cured within 30 days of written notice. In conjunction with the IPO in March 2017, the advisory services agreement was terminated. For the 2017 period, the Company incurred an immaterial amount of out-of-pocket expenses. Related party expenses are included in operating expenses in the 2017 consolidated statements of operations and comprehensive income (loss). For the 2016 period, the Company incurred out-of-pocket expenses of $0.2 million in relation to the advisory services agreement described above. These expenses are included in operating expenses in the accompanying 2016 Successor consolidated statements of operations and comprehensive income (loss). The Company also distributed $70.0 million to Topco in the 2016 Successor period to as a dividend. The Company had a net receivable from related parties of $1.3 million recorded at January 28, 2017. This was made up of $1.6 million receivable from Topco which consisted of $1.9 million in cash paid directly by investors’ to Topco for an ownership stake in J.Jill, Inc. which was partially offset by $0.3 million related to repurchased MIUs. The Topco receivable was further offset by a $0.3 million payable to Holdings in relation to tax benefits claimed by the Company for transaction costs paid by Holdings in relation to the Acquisition. For the 2015 Successor period, the Company incurred out-of-pocket expenses of $0.3 million in relation to these services, which are included in operating expenses in the accompanying Successor consolidated statements of operations and comprehensive income (loss). Amounts payable to Topco equity holders were $0.1 million and were included in accrued expenses in the accompanying January 30, 2016 (Successor) consolidated balance sheet. The Company also distributed $8.6 million to Topco in the Successor period to reimburse them for expenses associated with the Acquisition. Prior to the May 8, 2015 Acquisition, the Company’s equity holders (the “Advisors”) performed certain management support, advisory services, planning and finance services for the Company. Under the terms of the services agreement entered into in 2011, the Company paid an annual advisory fee of $1.0 million, payable in four quarterly installments, and subject to an adjustment increase in the event of an acquisition. The agreement term was continuous and could be terminated only upon a public offering, a change of control to a new equity investor, gross negligence or willful breach by the Advisors, mutual agreement, or dissolution, liquidation, sale or disposal of the Company’s assets. For the 2015 Predecessor period, the Company incurred management fees and out of pocket expenses of $1.0 million, which are included in operating expenses in the accompanying Predecessor consolidated statements of operations and comprehensive income (loss). In connection with a refinancing, the Company entered into a subordinated, unsecured $30.0 million debt facility with an affiliate of a minority equity holder of the Company. A total amount of $40.9 million was paid in connection with the Acquisition, including principal and accrued interest, to settle all remaining obligations under this credit facility. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Feb. 03, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events On March 15, 2018, the Company announced the retirement of President, CEO and Director, Paula Bennett effective April 14, 2018, after serving over 10 years in the role. Ms. Bennett will be succeeded by Linda Heasley, who currently serves on the Board of Directors of J.Jill, Inc., effective April 15, 2018. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Feb. 03, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data | 19. Quarterly Financial Data (unaudited) The following table sets forth our historical consolidated statements of income for each of the eight fiscal quarters through the year ended February 3, 2018. This unaudited quarterly information has been prepared on the same basis as our annual audited consolidated financial statements, consisting of only normal recurring adjustments that we consider necessary to fairly present the financial information for the fiscal quarters presented below. Fiscal Year 2016 Fiscal Year 2017 Thirteen weeks ended Thirteen weeks ended April 30, 2016 July 30, 2016 October 29, 2016 January 28, 2017 April 29, 2017 July 29, 2017 October 28, 2017 February 3, 2018 (in thousands, unaudited) Net sales $ 147,665 $ 165,035 $ 159,439 $ 166,917 $ 166,126 $ 181,372 $ 161,975 $ 188,672 Costs of goods sold 46,159 52,179 51,335 61,444 50,518 58,724 53,479 71,344 Gross profit 101,506 112,856 108,104 105,473 115,608 122,648 108,496 117,328 Selling, general and administrative expenses 87,072 94,173 92,637 94,643 97,033 97,011 95,240 105,609 Operating income 14,434 18,683 15,467 10,830 18,575 25,637 13,256 11,719 Interest expense 4,112 4,674 4,844 5,040 4,945 5,084 4,496 4,736 Income (loss) before provision (benefit) for income taxes 10,322 14,009 10,623 5,790 13,630 20,553 8,760 6,983 Income tax provision (benefit) 4,249 5,860 2,815 3,745 5,603 8,557 2,766 (22,365 ) Net income (loss) $ 6,073 $ 8,149 $ 7,808 $ 2,045 $ 8,027 $ 11,996 $ 5,994 $ 29,348 Net income (loss) per common share attributable to common shareholders: Basic $ 0.14 $ 0.19 $ 0.18 $ 0.05 $ 0.19 $ 0.29 $ 0.14 $ 0.70 Diluted $ 0.14 $ 0.19 $ 0.18 $ 0.05 $ 0.18 $ 0.28 $ 0.14 $ 0.67 Weighted average number of common shares outstanding: Basic 43,747,944 43,747,944 43,747,944 43,747,944 42,518,143 41,549,825 41,731,765 41,906,414 Diluted 43,747,944 43,747,944 43,747,944 43,747,944 43,680,485 43,554,275 43,554,000 43,499,744 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Feb. 03, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements for the periods beginning and subsequent to May 8, 2015 represent the financial information of the Company and its subsidiaries subsequent to the Acquisition and are labeled as Successor (“Successor”). The consolidated financial statements prior to and including May 7, 2015 represent the financial information of the Company and its subsidiaries prior to the Acquisition, as well as consolidated variable interest entities (“VIEs”) (see Note 10), and are labeled as Predecessor (“Predecessor”). Due to the change in the basis of accounting resulting from the Acquisition, the Company’s consolidated financial statements for these reporting periods are not comparable. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company uses a 52 to 53 week fiscal year ending on the Saturday 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 Successor fiscal years of 2017 had 53 weeks of operations and 2016 had 52 weeks of operations. The period from May 8, 2015 to January 30, 2016 (Successor period) included approximately 38 weeks of operations. The period from February 1, 2015 to May 7, 2015 (Predecessor period) included approximately 14 weeks of operations. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect reported amounts of assets, liabilities, members’ equity, net sales and expenses, and the disclosure of contingent assets and liabilities. Significant estimates relied upon in preparing these consolidated financial statements include, but are not limited to, revenue recognition, including merchandise returns and accounting for gift card breakage; accounting for business combinations; estimating the fair value of inventory and inventory reserves; impairment assessments of goodwill, intangible assets, and other long-lived assets; and equity-based compensation. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the assets, liabilities and results of operations of the Company and its subsidiaries. For periods prior to the Acquisition, the consolidated financial statements include the assets, liabilities and results of operations of the Predecessor and its subsidiaries, as well as consolidated VIEs, for which the Predecessor had determined that it was the primary beneficiary (see Note 10). All intercompany balances and transactions have been eliminated in the consolidated financial statements. |
Segment Reporting | Segment Reporting The Company determined its operating segments on the same basis that it assesses performance and makes operating decisions. The Company’s operating segments consist of its retail and direct channels, which have been aggregated into one reportable segment. All of the Company’s identifiable assets are located in the United States, which is where the Company is domiciled. The Company does not have sales outside the United States, nor does any customer represent more than 10% of total revenues for any period presented. |
Variable Interest Entities | Variable Interest Entities The Company regularly evaluates its relationships with other entities to identify whether they are variable interest entities and to assess whether it is the primary beneficiary of such entities. Under GAAP, a reporting entity shall consolidate a VIE when that reporting entity has a variable interest that provides the reporting entity with a controlling financial interest. The entity that ultimately consolidates the VIE shall be the reporting entity that a) has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and b) has the obligation to absorb losses or the right to receive benefits from the VIE that could be significant to the VIE. If the determination is made that a company is the primary beneficiary of a variable interest entity, then that entity is included in its consolidated financial statements. As of January 31, 2015 (Predecessor), the Company determined that it had a variable interest in three unrelated entities for which it determined it was the primary beneficiary (see Note 10). These VIEs were consolidated during the 2015 Predecessor period and all intercompany transactions were eliminated in consolidation. Concurrent with the May 8, 2015 Acquisition (see Note 4), the obligations held by each of the three VIEs were repaid in full and no further obligations remained. Accordingly, these entities were not consolidated in the 2015 Successor period and they were dissolved. |
Business Combinations | Business Combinations The Company accounts for business combinations under the acquisition method of accounting. Under this method, acquired assets, including separately identifiable intangible assets, and any assumed liabilities are recorded at their acquisition date estimated fair value. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents the goodwill amount resulting from the acquisition. Determining the fair value of assets acquired and liabilities assumed involves the use of significant estimates and assumptions. Concurrent with the Acquisition, the Company elected to apply pushdown accounting. Pushdown accounting refers to the use of the acquirer’s basis in the preparation of the acquiree’s separate financial statements as the new basis of accounting for the acquiree. See Note 4 for a discussion of the Acquisition and the related impact of pushdown accounting on the Company’s consolidated financial statements. |
Accounts Receivable | Accounts Receivable The Company’s accounts receivable relate primarily to payments due from banks for credit and debit transactions for approximately 2 to 5 days of sales. These receivables do not bear interest. |
Inventories | Inventories Inventory consists of finished goods held for sale. Inventory is stated at the lower of cost or net realizable value, net of reserves. Cost is calculated using the weighted average method of accounting, and includes the cost to purchase merchandise from the Company’s manufacturers plus duties, inbound freight and commissions. The net realizable value of the Company’s inventory is estimated based on historical experience, current and forecasted demand, and market conditions. The allowance for excess and obsolete inventory requires management to make assumptions and to apply judgment regarding a number of factors, including past and projected sales performance and current inventory levels. As of February 3, 2018 and January 28, 2017, an inventory reserve of $1.8 million and $2.0 million has been recorded, respectively. The Company sells excess inventory in its stores and on-line at www.jjill.com. In limited cases, inventory liquidators are utilized. Inventory from domestic suppliers is recorded when it is received at the distribution center. Inventory from foreign suppliers is recorded when goods are cleared for export on board the ship at the port of shipment. |
Property and Equipment | Property and Equipment Property and equipment purchases are recorded at cost. Property and equipment is presented net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are amortized over the shorter of the term of the related lease or the estimated useful lives of the improvements. Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for betterments and major improvements that significantly enhance the value and increase the estimated useful life of the asset are capitalized and depreciated over the new estimated useful life. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, and any resulting gains or losses are included in the accompanying consolidated statements of operations and comprehensive income (loss). Estimated useful lives of property and equipment asset categories are as follows: Furniture, fixtures and equipment 5-7 years Computer software and hardware 3-5 years Leasehold improvements Shorter of estimated useful life or lease term |
Capitalized Interest | Capitalized Interest The cost of interest that is incurred in connection with ongoing construction projects is capitalized using a weighted average interest rate. These costs are included in property and equipment and amortized over the useful life of the related property or equipment. |
Long-lived Assets | Long-lived Assets The carrying value of long-lived assets, including amortizable identifiable intangible assets, and asset groups are evaluated whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Conditions that may indicate impairment include, but are not limited to, a significant decrease in the market price of an asset, a significant adverse change in the extent or manner in which an asset is being used or a significant decrease in its physical condition, and operating or cash flow performance that demonstrates continuing losses associated with an asset or asset group. A potential impairment has occurred if the projected future undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group are less than the carrying value of the asset or asset group. The estimate of cash flows includes management’s assumptions of cash inflows and outflows directly resulting from the use of the asset in operation. If the carrying value exceeds the sum of the undiscounted cash flows, an impairment charge is recorded equal to the excess of the asset or asset group’s carrying value over its fair value. Fair value is measured based on a projected discounted cash flow model using a discount rate the Company believes is commensurate with the risk inherent in its business. Any impairment charge would be recognized within operating expenses as a selling, general and administrative expense. |
Goodwill and Indefinite-lived Intangible Assets | Goodwill and Indefinite-lived Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized, but are reviewed for impairment at least annually, or more frequently when events or changes in 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. At each fiscal year-end, the Company performs an impairment analysis of goodwill. The Company may assess its goodwill for impairment initially using a qualitative approach (“step zero”) to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a quantitative analysis will be performed to determine if there is any impairment. The Company may also elect to initially perform a quantitative analysis instead of starting with step zero. The quantitative assessment requires comparing the fair value of a reporting unit to its carrying value, including goodwill. The Company estimates fair value using the income approach. The income approach uses a discounted cash flow model, which involves significant estimates and assumptions, including preparation of revenue and profitability growth forecasts, selection of a discount rate, and selection of a terminal year multiple. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and no further testing is required. If the carrying amount exceeds the reporting unit’s fair value, a goodwill impairment charge is recognized for the amount in excess, not to exceed the total amount of goodwill allocated to that reporting unit. An impairment charge is recorded as a selling, general and administrative expense within the Company’s consolidated statement of operations and comprehensive income (loss). At each year end, the Company also performs an impairment analysis of its indefinite-lived intangible assets. Impairment losses are recorded to the extent that the carrying value of the indefinite-lived intangible asset exceeds its fair value. The Company measures the fair value of its trade name using the income approach, which uses a discounted cash flow model. The most significant estimates and assumptions inherent in this approach are the preparation of revenue and profitability growth forecasts, selection of a discount rate and a terminal year multiple. |
Revenue Recognition | Revenue Recognition Revenue is primarily derived from the sale of apparel and accessory merchandise through our retail channel and direct channel, which includes website and catalog phone orders and is recognized when all of the following criteria are satisfied: (i) persuasive evidence of an arrangement exists; (ii) the price is fixed or determinable; (iii) collectability is reasonably assured; and (iv) delivery of products has occurred. Revenue also includes shipping and handling fees collected from 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. The Company has a return policy where merchandise returns will be accepted within 90 days of the original purchase date. At the sole discretion of the Company, returns may also be accepted after 90 days as a customer accommodation. At the time of sale, the Company records an estimated sales reserve for merchandise returns based on historical prior returns experience and expected future returns. The Company collects and remits sales and use taxes in all states in which retail and direct sales occur and taxes are applicable. These taxes are reported on a net basis and are thereby excluded from revenue. Shipping and handling costs of $14.5 million, $12.6 million, $7.9 million and $2.3 million were recorded in selling, general and administrative expenses, for the 2017, 2016, 2015 Successor and 2015 Predecessor periods, respectively. Customer payments made in advance of the customer receiving merchandise are recorded as deferred revenue within accrued expenses and other liabilities in the Company’s consolidated balance sheets. The Company sells gift cards without expiration dates to customers. The Company does not charge administrative fees on unused gift cards. Proceeds from the sale of gift cards are recorded as deferred revenue until the customer redeems the gift card or when the likelihood of redemption is remote. Based upon historical experience, the Company estimates the value of outstanding gift cards that will ultimately not be redeemed (“gift card breakage”) and will not be escheated under statutory unclaimed property laws. This gift card breakage amount is recognized as revenue over the time period established by the Company’s historical gift card redemption pattern. The Company recognized gift card breakage revenue of $0.9 million, $0.7 million, $0.4 million and $0.3 million during the 2017, 2016, 2015 Successor and 2015 Predecessor periods, respectively. The Company also receives royalty payments through its private label credit card agreement. The royalty payments are recognized as revenue as they are received over the term of the agreement. Royalty payments recognized were $4.7 million, $2.9 million, $1.3 million and $0.5 million for the 2017, 2016, 2015 Successor and 2015 Predecessor periods, respectively. |
Costs of Goods Sold | Costs of Goods Sold The Company’s costs of goods sold 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. Costs of goods sold does not include distribution center costs and allocations of indirect costs, such as occupancy, depreciation, amortization, or labor and benefits. |
Advertising Costs | Advertising Costs The Company incurs costs to produce, print, and distribute its catalogs. Catalog costs are considered direct response advertising, are capitalized as incurred, and are amortized over the expected sales life of each catalog for a period generally not exceeding six months. The expected sales life of each catalog is determined based on a detailed marketing forecast, which considers historical experience for similar catalogs, coupled with current sales trends. Amortized catalog advertising expenses were approximately $39.2 million, $34.2 million, $21.6 million and $7.8 million for the 2017, 2016, 2015 Successor and 2015 Predecessor periods, respectively, and are included in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income (loss). Other advertising costs are recorded as incurred. Other advertising expenses recorded were $20.9 million, $18.4 million, $10.9 million and $3.2 million for the 2017, 2016, 2015 Successor and 2015 Predecessor periods, respectively, and are included in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income (loss). |
Operating Leases and Deferred Rent | Operating Leases and Deferred Rent Certain operating leases contain predetermined escalations of the minimum rental payments to be made over the lease term. The Company recognizes the related rent expense on a straight-line basis over the life of the lease, taking into account fixed escalations as well as reasonably assured renewal periods. Certain retail store leases include allowances from landlords in the form of cash. These allowances are part of the negotiated terms of the lease. The Company records the full amount of the allowance when specific performance criteria are met as a deferred liability. The deferred liability is amortized into income as a reduction of rent expense over the term of the applicable lease, including reasonably assured renewal periods. The Company recognizes those liabilities to be amortized within a year as a current liability and those greater than a year as a long-term liability. For purposes of recognizing these allowances and minimum rental expenses on a straight-line basis, the Company uses the date it obtains the legal right to use and control the leased space to begin amortization, which is generally when the Company takes possession of the space and begins to make improvements in preparation for its intended use. Certain retail store leases also provide for contingent rent in addition to fixed rent. The contingent rent is determined as a percentage of gross sales in excess of predefined levels. The Company records a rent liability in accrued liabilities and the corresponding rent expense when it becomes probable that the Company will achieve a specified gross sales amount. Certain store operating leases contain cancellation clauses allowing the leases to be terminated at the Company’s discretion, provided certain minimum sales levels are not achieved within a defined period of time after opening. The Company has not historically exercised these cancellation clauses and has therefore disclosed commitments for the full terms of such leases in the accompanying disclosures. |
Debt Issuance Costs | Debt Issuance Costs The Company defers costs directly associated with acquiring third-party financing. Debt issuance costs are deferred and amortized using the effective interest rate method over the term of the related long-term debt agreement and the straight-line method for the revolving credit agreement. Debt issuance costs related to long-term debt are reflected as a direct deduction from the carrying amount of the debt. From time-to-time the Company could make prepayments on the long-term debt and a portion of the debt issuance costs associated with the prepayment would be accelerated and expensed at that time. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method and elected to be taxed as a C corporation. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying values and their respective tax bases, using enacted tax rates expected to be applicable in the years in which the temporary differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company evaluates the realizability of its deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of the deferred tax assets will not be realized. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected, scheduling of anticipated reversals of taxable temporary differences, and considering prudent and feasible tax planning strategies. The Company records liabilities for uncertain income tax positions based on a two-step process. The first step is recognition, where an individual tax position is evaluated as to whether it has a likelihood of greater than 50% of being sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation processes. For tax positions that are currently estimated to have less than a 50% likelihood of being sustained, no tax benefit is recorded. For tax positions that have met the recognition threshold in the first step, the Company performs the second step of measuring the benefit to be recorded. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized on ultimate settlement. The actual benefits ultimately realized may differ from the estimates. In future periods, changes in facts, circumstances and new information may require the Company to change the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recorded in income tax expense and liability in the period in which such changes occur. Any interest or penalties incurred are recorded in the provision for income tax expense line item of the accompanying consolidated statements of operations and comprehensive income (loss). The Company incurred an immaterial amount of interest expense and penalties related to income taxes for the 2017 period and no amounts were incurred in the 2016, 2015 Successor or 2015 Predecessor periods. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Certain assets and liabilities are carried at fair value in accordance with GAAP. 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 requires 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 asset or liability 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 liability. As of February 3, 2018 the Company had no assets or liabilities that were measured at fair value for reporting purposes on a recurring basis. The fair value of the Company’s debt was approximately $245.8 million and $279.7 million at February 3, 2018 and January 28, 2017, respectively. 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. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is a measure of net income (loss) and all other changes in equity that result from transactions other than with equity holders, and would normally be recorded in the consolidated statements of members’ equity and the consolidated statements of comprehensive income (loss). The Company’s management has determined that net income (loss) is the only component of the Company’s comprehensive income (loss). Accordingly, there is no difference between net income (loss) and comprehensive income (loss). |
Equity-based Compensation | Equity-based Compensation Successor The Company accounts for equity-based compensation for employees and directors by recognizing the fair value of equity-based compensation as an expense in the calculation of net income (loss), based on the grant-date fair value. The Company recognizes equity-based compensation expense in the periods in which the employee or director is required to provide service, which is generally over the vesting period of the individual equity instruments. The fair value of the equity-based awards is determined using the Black-Scholes option pricing model. All of the equity-based awards granted by the Company during fiscal year 2017, 2016 and the 2015 Successor period were considered equity-classified awards and compensation expense for these awards was fully recognized and forfeitures were recorded as they occurred. The Company recognizes equity-based compensation generated at Topco and records the related expense in its consolidated financial statements as the costs are deemed to be for the benefit of the Company (see Note 16). The expenses were allocated from the parent level to the Company and recognized as an equity contribution prior to the corporate conversion. Predecessor The Predecessor accounted for liability-classified equity-based compensation for employees and a director of the Company by recognizing the value of equity-based compensation as an expense in the calculation of net income (loss), based on the intrinsic value of the award, in accordance with ASC 718. The awards were revalued at each reporting period and the Predecessor recognized the related equity-based compensation expense. The Predecessor recognized equity-based compensation generated at JJIP LLC (“JJIP”) (see Note 16) and recognized the related expense in the Predecessor’s consolidated financial statements. These equity-based compensation costs were incurred by JJIP and deemed to be for the benefit of J.Jill, and were therefore recognized as an equity contribution by the Company. |
Earnings Per Share | Earnings Per Share Basic net income (loss) per common share attributable to common shareholders is calculated by dividing net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per common share attributable to common shareholders is calculated by dividing net income (loss) attributable to common shareholders by the diluted weighted average number of common shares outstanding for the period. There were 1.6 million dilutive securities outstanding during fiscal year 2017. There were no potentially dilutive securities outstanding during fiscal year 2016, the 2015 Successor, or 2015 Predecessor periods. |
Credit Card Agreement | Credit Card Agreement The Company has an arrangement with a third party to provide a private label credit card to its customers through February 2018 with two, two-year extension periods. The Company does not bear the credit risk associated with the private label credit card at any point prior to the termination of the agreement, at which point the Company is obligated to purchase the receivables. If the arrangement is terminated prior to September 7, 2021 and other criteria are met, the Company is obligated to pay a purchase price premium. The potential impact of the purchase obligation cannot be reasonably estimated as of the issuance date. The Company also receives reimbursements for costs of marketing programs related to the credit card, which are recorded as a reduction in operating expenses in the accompanying consolidated statements of operations and comprehensive income (loss). Reimbursements amounted to $1.3 million, $1.6 million, $0.6 million and $0.2 million for the 2017, 2016, 2015 Successor and 2015 Predecessor periods, respectively. The Company also receives royalty payments from the credit card agreement, as discussed in Revenue Recognition |
Employee Benefit Plan | Employee Benefit Plan The Company has a 401(k) retirement plan under third-party administration covering all eligible employees who meet certain age and employment requirements pursuant to Section 401(k) of the Internal Revenue Code. Subject to certain dollar limits, eligible employees may contribute a portion of their pretax annual compensation to the plan, on a tax-deferred basis. The plan operates on a calendar year basis. The Company may, at its discretion, make elective contributions of up to 50% of the first 6% of the gross salary of the employee, which vests over a five year period. Discretionary contributions made by the Company for the 2017, 2016, 2015 Successor and 2015 Predecessor periods, were $1.1 million, $0.6 million, $0.4 million and $0.2 million, respectively. |
Concentration of Credit Risks | Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk principally consist of cash held in financial institutions and accounts receivable. The Company considers the credit risk associated with these financial instruments to be minimal. Cash is held by financial institutions with high credit ratings and the Company has not historically sustained any credit losses associated with its cash balances. The Company evaluates the credit risk associated with accounts receivable to determine if an allowance for doubtful accounts is necessary. As of February 3, 2018 and January 28, 2017, the Company determined that no allowance for doubtful accounts was necessary. |
Recently Adopted Accounting Standards and Issued Accounting Pronouncements | Recently Adopted Accounting Standards 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 In July 2015, the FASB issued ASU 2015-11 , Simplifying the Measurement of Inventory 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, but does not expect that impact to be material. 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 In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers—Topic 606 Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers: Principal versus Agent Considerations Revenue from Contracts with Customers (Topic 606) Revenues from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Property and Equipment Asset | Estimated useful lives of property and equipment asset categories are as follows: Furniture, fixtures and equipment 5-7 years Computer software and hardware 3-5 years Leasehold improvements Shorter of estimated useful life or lease term |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Business Combinations [Abstract] | |
Summary of Assets Acquired and Liabilities Assumed | The following table summarizes the final allocation of the $396.4 million purchase price to the assets acquired and liabilities assumed (in thousands): As of May 8, 2015 Assets acquired: Cash $ 535 Accounts receivable 7,181 Inventories 73,300 Prepaid expenses and other 13,427 Property and equipment 78,684 Intangible assets 192,300 Goodwill 196,572 Other assets 256 Total assets acquired 562,255 Liabilities assumed: Current liabilities 75,583 Deferred income taxes 86,098 Other liabilities 4,184 Total liabilities assumed 165,865 Net assets acquired $ 396,390 |
Summary of Favorable and Unfavorable Leasehold Interests and Weighted Average Useful Lives | The following are the favorable and unfavorable leasehold interests and their respective weighted average useful lives (in thousands): Fair Value at Acquisition Weighted Averaged Useful Life Leasehold Interests Favorable $ 161 8.8 years Unfavorable (3,727 ) 6.4 years Net non-market leasehold interests $ (3,566 ) |
Summary of Unaudited Pro Forma Financial Information | The following unaudited pro forma financial information summarizes the combined results of operations for the Company as though the Acquisition occurred on February 1, 2015 (in thousands): For the Year Ended January 30, 2016 Net sales $ 562,015 Net income (loss) $ 20,751 |
Prepaid Expenses and Other Cu29
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets include the following (in thousands): February 3, 2018 January 28, 2017 Prepaid rent $ 5,285 $ 5,575 Prepaid catalog costs 3,551 3,608 Prepaid store supplies 2,133 2,032 Prepaid shipping 4,000 — Other prepaid expenses 4,147 3,811 Other current assets 2,050 3,533 Total prepaid expenses and other current assets $ 21,166 $ 18,559 |
Goodwill and Other Intangible30
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The following table shows changes in the carrying amount of goodwill for the 2017 and 2016 periods (in thousands): Balance at January 30, 2016 $ 196,572 Post measurement period tax adjustments 454 Balance at January 28, 2017 197,026 Balance at February 3, 2018 $ 197,026 |
Summary of Intangible Assets | A summary of intangible assets as of February 3, 2018 and January 28, 2017 is as follows (in thousands): Weighted Average February 3, 2018 January 28, 2017 Useful Life (Years) Gross Accumulated Amortization Net Book Value Gross Accumulated Amortization Net Book Value Indefinite-lived: Trade name N/A $ 58,100 $ — $ 58,100 $ 58,100 $ — $ 58,100 Definite-lived: Customer Relationships 13.2 134,200 (43,339 ) 90,861 134,200 (28,817 ) 105,383 Total Intangible Assets $ 192,300 $ (43,339 ) $ 148,961 $ 192,300 $ (28,817 ) $ 163,483 |
Summary of Estimated Useful Lives of Intangible Assets | The definite-lived intangible assets are amortized over the period the Company expects to receive the related economic benefit, which for customer lists is based upon estimated future net cash inflows. The estimated useful lives of intangible assets are as follows: For intangible assets prior to the Acquisition (Predecessor) Asset Amortization Method Estimated Useful Life Customer lists Pattern of economic benefit 9 – 14 years Non-compete agreements Straight-line basis 1.5 years For intangible assets subsequent to the Acquisition (Successor) Asset Amortization Method Estimated Useful Life Customer lists Pattern of economic benefit 9 – 16 years |
Summary of Estimated Amortization Expense | The estimated amortization expense for each of the next five years and thereafter is as follows (in thousands). Fiscal Year Estimated Amortization Expense 2018 $ 12,784 2019 11,263 2020 10,015 2021 9,005 2022 8,094 Thereafter 39,700 Total $ 90,861 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment at February 3, 2018 and January 28, 2017 consist of the following (in thousands): February 3, 2018 January 28, 2017 Leasehold improvements $ 85,012 $ 67,966 Furniture, fixtures and equipment 42,132 35,765 Computer hardware and software 31,290 25,679 Total property and equipment, gross 158,434 129,410 Accumulated depreciation (57,689 ) (36,619 ) 100,745 92,791 Construction in progress 17,675 9,531 Property and equipment, net $ 118,420 $ 102,322 |
Accrued Expenses and Other Cu32
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities include the following (in thousands): February 3, 2018 January 28, 2017 Accrued payroll and benefits $ 9,052 $ 10,387 Accrued returns reserve 7,663 6,883 Gift certificates redeemable 6,466 6,109 Accrued professional fees 2,186 4,681 Taxes, other than income taxes 3,928 2,950 Accrued occupancy 3,647 2,546 Other 15,817 12,565 Total accrued expenses and other current liabilities $ 48,759 $ 46,121 |
Schedule of Changes in Accrued Returns Reserve | The following table reflects the changes in the accrued returns reserve for the 2017, 2016, 2015 Successor and 2015 Predecessor periods (in thousands): Accrued returns reserve Beginning of Period Charged to Expenses Deductions End of Period Period from February 1, 2015 to May 7, 2015 (Predecessor) $ 4,929 $ 21,282 $ (20,051 ) $ 6,160 Period from May 8, 2015 to January 30, 2016 (Successor) 6,160 64,696 (64,424 ) 6,432 Fiscal Year Ended January 28, 2017 (Successor) 6,432 112,739 (112,288 ) 6,883 Fiscal Year Ended February 3, 2018 (Successor) 6,883 131,322 (130,542 ) 7,663 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Debt Disclosure [Abstract] | |
Components of Outstanding Term Loan | The components of the Company’s outstanding Term Loan were as follows (in thousands): February 3, 2018 January 28, 2017 Term loan $ 248,176 $ 275,975 Discount on debt and debt issuance costs (6,496 ) (8,736 ) Less: Current portion (2,799 ) (2,799 ) Net long-term debt $ 238,881 $ 264,440 |
Schedule of Minimum Future Principal Amounts Payable Under Term Loan | As of February 3, 2018, minimum future principal amounts payable under the Company’s Term Loan Agreement are as follows (in thousands): Fiscal Year 2018 $ 2,799 2019 2,799 2020 2,799 2021 2,799 2022 236,980 Thereafter - Total $ 248,176 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Rental Payments Under Non-Cancelable Operating Lease Obligations | The following table summarizes future minimum rental payments required under all non-cancelable operating lease obligations as of February 3, 2018 (in thousands): Fiscal Year 2018 $ 46,406 2019 42,204 2020 40,122 2021 38,355 2022 34,322 Thereafter 122,046 Total $ 323,455 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Other Liabilities Noncurrent [Abstract] | |
Components of Other Liabilities | Other liabilities include the following (in thousands): February 3, 2018 January 28, 2017 Deferred rent $ 9,521 $ 6,493 Deferred lease credits 15,064 9,878 Unfavorable leasehold interests 1,809 2,411 Other 1,183 1,350 Total other liabilities $ 27,577 $ 20,132 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The provision for income taxes for the 2017, 2016, 2015 Successor and 2015 Predecessor periods consists of the following (in thousands): Successor Predecessor For the Fiscal Year Ended February 3, 2018 For the Fiscal Year Ended January 28, 2017 For the Period May 8, 2015 to January 30, 2016 For the Period February 1, 2015 to May 7, 2015 Current U.S. Federal $ 17,510 $ 17,442 $ 8,052 $ 1,957 State and local 4,299 3,686 1,533 503 Total current 21,809 21,128 9,585 2,460 Deferred tax benefit U.S. Federal (28,374 ) (3,663 ) (6,212 ) (793 ) State and local 1,126 (796 ) (1,051 ) (168 ) Total deferred tax benefit (27,248 ) (4,459 ) (7,263 ) (961 ) Total income tax (benefit) provision $ (5,439 ) $ 16,669 $ 2,322 $ 1,499 |
Schedule of Reconciliation of Statutory Federal Income Tax Rate | A reconciliation of the federal statutory income tax rate to the Company’s effective tax rate is as follows for the periods presented: Successor Predecessor For the Fiscal Year Ended February 3, 2018 For the Fiscal Year Ended January 28, 2017 For the Period May 8, 2015 to January 30, 2016 For the Period February 1, 2015 to May 7, 2015 Federal statutory income tax rate 33.8 % 35.0 % 35.0 % 35.0 % State income taxes, net of federal tax effect 4.7 % 4.6 % 0.9 % (39.9 )% Tax rate changes (48.3 )% — — — Acquisition-related costs 1.2 % 3.5 % — (344.5 )% Nondeductible equity-based compensation expense 0.2 % 0.5 % 0.9 % (38.3 )% Charitable contributions (1.7 )% — — — Tax return to provision adjustments (1.2 )% — — — Other 0.4 % (2.7 )% (1.8 )% 14.8 % Effective tax rate (10.9 )% 40.9 % 35.0 % (372.9 )% |
Components of Deferred Income Tax Assets and (Liabilities) | The components of deferred tax assets (liabilities) were as follows (in thousands): February 3, 2018 January 28, 2017 Deferred tax assets Accrued expenses $ 5,515 $ 6,612 Start-up costs (a) 759 1,239 Deferred revenue 179 311 Total deferred tax assets 6,453 8,162 Deferred tax liabilities Inventory (2,332 ) (3,878 ) Fixed assets (12,792 ) (18,270 ) Intangible assets (35,864 ) (58,372 ) Prepaid expenses (1,728 ) (1,153 ) Total deferred tax liabilities (52,716 ) (81,673 ) Net deferred tax liabilities $ (46,263 ) $ (73,511 ) (a) For fiscal year ended February 3, 2018 and January 28, 2017, the deferred tax asset for Section 195 costs related to the Acquisition have been separately stated as start-up costs. The fiscal year ended January 28, 2017 start-up costs were previously presented in the accrued expenses line item. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) Per Common Unit | The following table summarizes the computation of basic and diluted net income (loss) per common unit for the 2017, 2016, 2015 Successor and 2015 Predecessor periods (in thousands, except share and per share data): Successor Predecessor For the Fiscal Year Ended February 3, 2018 For the Fiscal Year Ended January 28, 2017 For the Period May 8, 2015 to January 30, 2016 For the Period February 1, 2015 to May 7, 2015 Numerator Net income (loss) attributable to common shareholders: $ 55,365 $ 24,075 $ (4,254 ) $ (1,901 ) Denominator Weighted average number of common shares outstanding, basic: 41,926,157 43,747,944 43,747,944 43,747,944 Dilutive effect of restricted shares 1,645,589 — — — Weighted average number of common shares outstanding, diluted: 43,571,746 43,747,944 43,747,944 43,747,944 Net income (loss) per common share attributable to common shareholders, basic: $ 1.32 $ 0.55 $ (0.10 ) $ (0.04 ) Net income (loss) per common share attributable to common shareholders, diluted: $ 1.27 $ 0.55 $ (0.10 ) $ (0.04 ) |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Summary of Restricted Stock Activity | The following table summarizes restricted stock activity during 2017, 2016 and the 2015 Successor period: Number of Units Weighted Average Grant Date Fair Value Units outstanding at May 8, 2015 — $ — Granted 20,535,403 0.07 Vested (2,402,837 ) 0.07 Forfeited — — Unvested units outstanding at January 30, 2016 18,132,566 0.07 Granted 3,126,954 0.24 Vested (4,056,798 ) 0.07 Forfeited (1,122,978 ) 0.07 Unvested units outstanding at January 28, 2017 16,079,744 0.10 Converted Common Interests (16,079,744 ) 0.10 RSAs issued from Common Interests 2,385,001 0.67 Granted 18,172 12.63 Vested (635,383 ) 0.77 Forfeited — — Unvested units outstanding at February 3, 2018 1,767,790 $ 0.65 |
Summary of Stock Option Activity | The following table summarizes stock option activity during 2017: Number of Units Weighted Average Grant Date Fair Value Weighted Average Exercise Price Units outstanding at January 28, 2017 — $ — $ — Granted 280,038 6.05 13.25 Exercised — — — Forfeited (14,922 ) 6.03 13.12 Units outstanding at February 3, 2018 265,116 $ 6.05 $ 13.26 |
Fair Values Estimated Using Black-Scholes Option-Pricing Model | The fair values of options are estimated using the Black-Scholes option-pricing model with the following assumptions: February 3, 2018 Risk-free rate 2.02 - 2.21% Expected term (in years) 6.25 Expected volatility 43.03 - 44.64% Expected dividend yield 0.00% |
Predecessor Plan [Member] | |
Summary of MIU Activity | . The following table summarizes the MIU activity of the time vesting units during the 2015 Predecessor period: Number of Units Unvested units outstanding, January 31, 2015 9,431 Granted - Vested (3,403 ) Forfeited - Unvested units outstanding, May 7, 2015 6,028 |
Purchase Plan [Member] | |
Fair Values Estimated Using Black-Scholes Option-Pricing Model | The fair value of shares purchased under the Purchase Plan are estimated using the Black-Scholes option-pricing model with the following assumptions: February 3, 2018 Risk-free rate 1.76% Expected term (in years) 1.00 Expected volatility 41.81% Expected dividend yield 0.0% |
Quarterly Financial Data (Una39
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Historical Consolidated Statements of Income | The following table sets forth our historical consolidated statements of income for each of the eight fiscal quarters through the year ended February 3, 2018. This unaudited quarterly information has been prepared on the same basis as our annual audited consolidated financial statements, consisting of only normal recurring adjustments that we consider necessary to fairly present the financial information for the fiscal quarters presented below. Fiscal Year 2016 Fiscal Year 2017 Thirteen weeks ended Thirteen weeks ended April 30, 2016 July 30, 2016 October 29, 2016 January 28, 2017 April 29, 2017 July 29, 2017 October 28, 2017 February 3, 2018 (in thousands, unaudited) Net sales $ 147,665 $ 165,035 $ 159,439 $ 166,917 $ 166,126 $ 181,372 $ 161,975 $ 188,672 Costs of goods sold 46,159 52,179 51,335 61,444 50,518 58,724 53,479 71,344 Gross profit 101,506 112,856 108,104 105,473 115,608 122,648 108,496 117,328 Selling, general and administrative expenses 87,072 94,173 92,637 94,643 97,033 97,011 95,240 105,609 Operating income 14,434 18,683 15,467 10,830 18,575 25,637 13,256 11,719 Interest expense 4,112 4,674 4,844 5,040 4,945 5,084 4,496 4,736 Income (loss) before provision (benefit) for income taxes 10,322 14,009 10,623 5,790 13,630 20,553 8,760 6,983 Income tax provision (benefit) 4,249 5,860 2,815 3,745 5,603 8,557 2,766 (22,365 ) Net income (loss) $ 6,073 $ 8,149 $ 7,808 $ 2,045 $ 8,027 $ 11,996 $ 5,994 $ 29,348 Net income (loss) per common share attributable to common shareholders: Basic $ 0.14 $ 0.19 $ 0.18 $ 0.05 $ 0.19 $ 0.29 $ 0.14 $ 0.70 Diluted $ 0.14 $ 0.19 $ 0.18 $ 0.05 $ 0.18 $ 0.28 $ 0.14 $ 0.67 Weighted average number of common shares outstanding: Basic 43,747,944 43,747,944 43,747,944 43,747,944 42,518,143 41,549,825 41,731,765 41,906,414 Diluted 43,747,944 43,747,944 43,747,944 43,747,944 43,680,485 43,554,275 43,554,000 43,499,744 |
General - Additional Informatio
General - Additional Information (Detail) $ in Millions | Mar. 14, 2017shares | Feb. 24, 2017shares | May 09, 2015USD ($) | Feb. 03, 2018State | May 08, 2015 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Number of states | State | 42 | ||||
Issuance of Common Stock, shares | shares | 43,747,944 | 43,747,944 | |||
Business combination, purchase price | $ 396.4 | ||||
Business combination, cash consideration | 386.3 | ||||
Business combination, noncash consideration in the form of equity | $ 10.1 | ||||
Topco [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Percentage of outstanding membership interest acquired | 6.00% | ||||
Holdings [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Percentage of outstanding interest acquired | 94.00% | ||||
Minimum [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Age range of customers | 40 years | ||||
Maximum [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Age range of customers | 65 years |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Additional Information (Detail) | May 08, 2015Entity | May 07, 2015USD ($)shares | Jan. 30, 2016USD ($)shares | Feb. 03, 2018USD ($)Segmentshares | Jan. 28, 2017USD ($)shares | Jan. 31, 2015Entity |
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Number of reportable segments | Segment | 1 | |||||
Number of variable interest entities | Entity | 3 | |||||
Inventory reserve | $ 1,800,000 | $ 2,000,000 | ||||
Gift card breakage revenue recognized | $ 400,000 | 900,000 | 700,000 | |||
Royalty payments recognized as revenue | 1,300,000 | 4,700,000 | 2,900,000 | |||
Amortized catalog advertising expenses | 21,600,000 | 39,200,000 | 34,200,000 | |||
Interest expense and penalties related to income taxes | $ 0 | 0 | ||||
Financial assets measured at fair value on recurring basis | 0 | 0 | ||||
Financial liabilities measured at fair value on recurring basis | 0 | 0 | ||||
Fair value of debt | $ 245,800,000 | $ 279,700,000 | ||||
Dilutive securities outstanding | shares | 0 | 1,600,000 | 0 | |||
Credit card arrangement extension, description | The Company has an arrangement with a third party to provide a private label credit card to its customers through February 2018 with two, two-year extension periods. | |||||
Employee benefit plan description of elective contributions | The Company may, at its discretion, make elective contributions of up to 50% of the first 6% of the gross salary of the employee, which vests over a five year period. | |||||
Employee benefit plan elective contributions, vesting period | 5 years | |||||
Discretionary contributions made by Company | $ 400,000 | $ 1,100,000 | $ 600,000 | |||
Allowance for doubtful accounts | 0 | 0 | ||||
Selling, General and Administrative Expenses [Member] | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Shipping and handling costs | 7,900,000 | 14,500,000 | 12,600,000 | |||
Other advertising expense | 10,900,000 | 20,900,000 | 18,400,000 | |||
Operating Expenses [Member] | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Reimbursements for credit card marketing program | $ 600,000 | $ 1,300,000 | $ 1,600,000 | |||
Predecessor [Member] | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Number of variable interest entities | Entity | 3 | |||||
Gift card breakage revenue recognized | $ 300,000 | |||||
Royalty payments recognized as revenue | 500,000 | |||||
Amortized catalog advertising expenses | 7,800,000 | |||||
Interest expense and penalties related to income taxes | $ 0 | |||||
Dilutive securities outstanding | shares | 0 | |||||
Discretionary contributions made by Company | $ 200,000 | |||||
Predecessor [Member] | Selling, General and Administrative Expenses [Member] | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Shipping and handling costs | 2,300,000 | |||||
Other advertising expense | 3,200,000 | |||||
Predecessor [Member] | Operating Expenses [Member] | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Reimbursements for credit card marketing program | $ 200,000 | |||||
Minimum [Member] | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Threshold period for third-party credit and debit transactions | 2 days | |||||
Maximum [Member] | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Threshold period for third-party credit and debit transactions | 5 days | |||||
Customer Concentration Risk [Member] | Revenues [Member] | Minimum [Member] | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Total reveune percentage | 10.00% |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment Asset (Detail) | 12 Months Ended |
Feb. 03, 2018 | |
Furniture, Fixtures and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture, Fixtures and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Computer Software and Hardware [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Computer Software and Hardware [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | Shorter of estimated useful life or lease term |
Accounting Standards - Addition
Accounting Standards - Additional Information (Detail) $ in Millions | Feb. 04, 2018USD ($) |
ASU 2014-09 [Member] | Retained Earnings [Member] | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Cumulative effect reduction to accumulated retained earnings | $ 0.3 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) - USD ($) $ in Thousands | May 09, 2015 | May 08, 2015 | May 07, 2015 | Jan. 30, 2016 | Feb. 03, 2018 | Jan. 28, 2017 |
Business Acquisition [Line Items] | ||||||
Business combination, purchase price | $ 396,400 | |||||
Business combination, cash consideration | 386,300 | |||||
Business combination, noncash consideration in the form of equity | $ 10,100 | |||||
Goodwill | $ 196,572 | $ 197,026 | $ 197,026 | |||
Costs related to the acquisition | $ 8,560 | |||||
Predecessor [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Costs related to the acquisition | $ 13,341 | |||||
Customer Relationships [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of customer relationships acquired | 90,861 | 105,383 | ||||
Trade Name [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of trade name acquired | $ 58,100 | $ 58,100 | ||||
Holdings [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of outstanding interest acquired | 94.00% | |||||
Business combination, purchase price | $ 396,400 | |||||
Business combination, cash consideration | 386,300 | |||||
Business combination, noncash consideration in the form of equity | 10,100 | |||||
Purchase price of assets acquired and liabilities assumed | 396,390 | |||||
Goodwill | 196,572 | |||||
Service period | 18 months | |||||
Acquisition-related expenses | 13,300 | |||||
Costs of goods sold | $ 10,500 | |||||
Holdings [Member] | Predecessor [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Costs related to the acquisition | $ 13,300 | |||||
Holdings [Member] | Customer Relationships [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of customer relationships acquired | 134,200 | |||||
Holdings [Member] | Trade Name [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of trade name acquired | $ 58,100 | |||||
Topco [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of outstanding membership interest acquired | 6.00% |
Acquisition - Summary of Assets
Acquisition - Summary of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | May 08, 2015 |
Assets acquired: | ||||
Goodwill | $ 197,026 | $ 197,026 | $ 196,572 | |
Holdings [Member] | ||||
Assets acquired: | ||||
Cash | $ 535 | |||
Accounts receivable | 7,181 | |||
Inventories | 73,300 | |||
Prepaid expenses and other | 13,427 | |||
Property and equipment | 78,684 | |||
Intangible assets | 192,300 | |||
Goodwill | 196,572 | |||
Other assets | 256 | |||
Total assets acquired | 562,255 | |||
Liabilities assumed: | ||||
Current liabilities | 75,583 | |||
Deferred income taxes | 86,098 | |||
Other liabilities | 4,184 | |||
Total liabilities assumed | 165,865 | |||
Net assets acquired | $ 396,390 |
Acquisition - Summary of Favora
Acquisition - Summary of Favorable and Unfavorable Leasehold Interests and Weighted Average Useful Lives (Detail) - USD ($) $ in Thousands | May 08, 2015 | Feb. 03, 2018 | Jan. 28, 2017 |
Acquired Finite Lived Intangible Assets [Line Items] | |||
Unfavorable Leasehold Interests, Fair Value at Acquisition | $ (1,809) | $ (2,411) | |
Holdings [Member] | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Favorable Leasehold Interests, Fair Value at Acquisition | $ 161 | ||
Unfavorable Leasehold Interests, Fair Value at Acquisition | (3,727) | ||
Net non-market leasehold interests, Fair Value at Acquisation | $ (3,566) | ||
Favorable Leasehold Interests, Weighted Averaged Useful Life | 8 years 9 months 18 days | ||
Unfavorable Leasehold Interests, Weighted Averaged Useful Life | 6 years 4 months 24 days |
Acquisition - Summary of Unaudi
Acquisition - Summary of Unaudited Pro Forma Financial Information (Detail) - Holdings [Member] $ in Thousands | 12 Months Ended |
Jan. 30, 2016USD ($) | |
Business Acquisition [Line Items] | |
Net sales | $ 562,015 |
Net income (loss) | $ 20,751 |
Prepaid Expenses and Other Cu48
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid rent | $ 5,285 | $ 5,575 |
Prepaid catalog costs | 3,551 | 3,608 |
Prepaid store supplies | 2,133 | 2,032 |
Prepaid shipping | 4,000 | |
Other prepaid expenses | 4,147 | 3,811 |
Other current assets | 2,050 | 3,533 |
Total prepaid expenses and other current assets | $ 21,166 | $ 18,559 |
Goodwill and Other Intangible49
Goodwill and Other Intangible Assets - Schedule of Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 12 Months Ended |
Jan. 28, 2017USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Balance | $ 196,572 |
Post measurement period tax adjustments | 454 |
Balance | $ 197,026 |
Goodwill and Other Intangible50
Goodwill and Other Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 03, 2018 | Jan. 28, 2017 | |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Definite-lived Intangible Assets, Accumulated Amortization | $ (43,339) | $ (28,817) |
Total Intangible Assets, Gross | 192,300 | 192,300 |
Total Intangible Assets, Net Book Value | $ 148,961 | 163,483 |
Customer Relationships [Member] | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 13 years 2 months 12 days | |
Definite-lived Intangible Assets, Gross | $ 134,200 | 134,200 |
Definite-lived Intangible Assets, Accumulated Amortization | (43,339) | (28,817) |
Definite-lived Intangible Assets, Net Book Value | 90,861 | 105,383 |
Trade Name [Member] | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-lived, Net Book Value | $ 58,100 | $ 58,100 |
Goodwill and Other Intangible51
Goodwill and Other Intangible Assets - Summary of Estimated Useful Lives of Intangible Assets (Detail) | 12 Months Ended |
Feb. 03, 2018 | |
Customer Lists [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Amortization Method | Pattern of economic benefit |
Customer Lists [Member] | Predecessor [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Amortization Method | Pattern of economic benefit |
Non-compete Agreements [Member] | Predecessor [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Amortization Method | Straight-line basis |
Estimated Useful Life | 1 year 6 months |
Minimum [Member] | Customer Lists [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 9 years |
Minimum [Member] | Customer Lists [Member] | Predecessor [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 9 years |
Maximum [Member] | Customer Lists [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 16 years |
Maximum [Member] | Customer Lists [Member] | Predecessor [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 14 years |
Goodwill and Other Intangible52
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
May 07, 2015 | Jan. 30, 2016 | Feb. 03, 2018 | Jan. 28, 2017 | |
Goodwill And Other Intangible Assets [Line Items] | ||||
Amortization expense for intangible assets | $ 12,300,000 | $ 14,500,000 | $ 16,500,000 | |
Impairment charges related to definite intangible assets | 0 | 0 | 0 | |
Impairment charges related to indefinite-lived intangible assets | $ 0 | $ 0 | $ 0 | |
Predecessor [Member] | ||||
Goodwill And Other Intangible Assets [Line Items] | ||||
Amortization expense for intangible assets | $ 1,800,000 | |||
Impairment charges related to definite intangible assets | 0 | |||
Impairment charges related to indefinite-lived intangible assets | $ 0 |
Goodwill and Other Intangible53
Goodwill and Other Intangible Assets - Summary of Estimated Amortization Expense (Detail) - Customer Relationships [Member] - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Fiscal Year Estimated Amortization Expense | ||
2,018 | $ 12,784 | |
2,019 | 11,263 | |
2,020 | 10,015 | |
2,021 | 9,005 | |
2,022 | 8,094 | |
Thereafter | 39,700 | |
Definite-lived Intangible Assets, Net Book Value | $ 90,861 | $ 105,383 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 158,434 | $ 129,410 |
Accumulated depreciation | (57,689) | (36,619) |
Property and equipment, excluding construction in progress | 100,745 | 92,791 |
Construction in progress | 17,675 | 9,531 |
Property and equipment, net | 118,420 | 102,322 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 85,012 | 67,966 |
Furniture, Fixtures and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 42,132 | 35,765 |
Computer Hardware and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 31,290 | $ 25,679 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | Feb. 03, 2018 | Jan. 28, 2017 | May 07, 2015 | Jan. 30, 2016 | Feb. 03, 2018 | Jan. 28, 2017 |
Property, Plant and Equipment [Line Items] | ||||||
Capitalized software, subject to amortization on cost basis, included in property and equipment | $ 22,100,000 | $ 18,700,000 | ||||
Capitalized software, accumulated amortization | $ 9,000,000 | $ 5,700,000 | $ 9,000,000 | $ 5,700,000 | ||
Total depreciation expense | $ 17,000,000 | 21,100,000 | 20,400,000 | |||
Impairment charges | 0 | 2,200,000 | 0 | |||
Interest cost capitalized in connection with construction in progress | $ 400,000 | $ 600,000 | $ 500,000 | |||
Predecessor [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total depreciation expense | $ 3,500,000 | |||||
Impairment charges | 0 | |||||
Interest cost capitalized in connection with construction in progress | $ 100,000 |
Accrued Expenses and Other Cu56
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | May 07, 2015 |
Payables And Accruals [Abstract] | ||||
Accrued payroll and benefits | $ 9,052 | $ 10,387 | ||
Accrued returns reserve | 7,663 | 6,883 | $ 6,432 | $ 6,160 |
Gift certificates redeemable | 6,466 | 6,109 | ||
Accrued professional fees | 2,186 | 4,681 | ||
Taxes, other than income taxes | 3,928 | 2,950 | ||
Accrued occupancy | 3,647 | 2,546 | ||
Other | 15,817 | 12,565 | ||
Total accrued expenses and other current liabilities | $ 48,759 | $ 46,121 |
Accrued Expenses and Other Cu57
Accrued Expenses and Other Current Liabilities - Schedule of Changes in Accrued Returns Reserve (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
May 07, 2015 | Jan. 30, 2016 | Feb. 03, 2018 | Jan. 28, 2017 | |
Changes in accrued returns reserve [Line Items] | ||||
Accrued returns reserve, Beginning of Period | $ 6,160 | $ 6,883 | $ 6,432 | |
Accrued returns reserve, Charged to Expenses | 64,696 | 131,322 | 112,739 | |
Accrued returns reserve, Deductions | (64,424) | (130,542) | (112,288) | |
Accrued returns reserve, End of Period | $ 6,160 | 6,432 | $ 7,663 | $ 6,883 |
Predecessor [Member] | ||||
Changes in accrued returns reserve [Line Items] | ||||
Accrued returns reserve, Beginning of Period | 4,929 | $ 6,160 | ||
Accrued returns reserve, Charged to Expenses | 21,282 | |||
Accrued returns reserve, Deductions | (20,051) | |||
Accrued returns reserve, End of Period | $ 6,160 |
Debt - Components of Outstandin
Debt - Components of Outstanding Term Loan (Detail) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Long Term Debt [Abstract] | ||
Term loan | $ 248,176 | $ 275,975 |
Discount on debt and debt issuance costs | (6,496) | (8,736) |
Less: Current portion | (2,799) | (2,799) |
Net long-term debt | $ 238,881 | $ 264,440 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 15, 2017 | Jun. 01, 2017 | Feb. 03, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | May 07, 2015 | Jan. 30, 2016 | Feb. 03, 2018 | Jan. 28, 2017 |
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, repurchased and retired amount | $ 5,000 | |||||||||||||
Percentage of debt instrument repurchased and retired of par value | 98.00% | |||||||||||||
Gain on repurchased and retired of debt | $ 100 | $ 100 | ||||||||||||
Interest expense | $ 4,736 | $ 4,496 | $ 5,084 | $ 4,945 | $ 5,040 | $ 4,844 | $ 4,674 | $ 4,112 | $ 11,893 | $ 19,261 | $ 18,670 | |||
Predecessor [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest expense | $ 4,599 | |||||||||||||
Term Loan [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Voluntary prepayment of debt including accrued interest | $ 20,200 |
Debt - Successor Debt -Term Loa
Debt - Successor Debt -Term Loan Credit Agreement (Detail) - USD ($) $ in Thousands | May 08, 2015 | Feb. 03, 2018 | Jan. 28, 2017 | May 27, 2016 | Jan. 30, 2016 |
Debt Instrument [Line Items] | |||||
Debt instrument, outstanding amount | $ 248,176 | $ 275,975 | |||
Debt issuance cost amortized to interest expense | $ 2,200 | $ 1,700 | |||
Term Loan Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument term | 7 years | ||||
Debt instrument, face amount | $ 250,000 | ||||
Debt instrument, minimum LIBOR | 1.00% | 1.00% | |||
Debt instrument, interest rate description | Base Rate loans under the Term Loan Agreement accrue interest at a rate equal to (i) the greatest of (a) the financial institution’s prime rate, (b) the Federal Funds Effective Rate plus 0.50%, or (c) LIBOR, with a minimum LIBOR of 1.00% plus 1.00%, and (d) 2.00%. | ||||
Debt instrument, effective percentage | 6.00% | 6.00% | |||
Debt instrument, periodic payment | $ 700 | ||||
Debt instrument, periodic payment term | quarterly | ||||
Debt instrument, periodic payment maturity date | May 8, 2022 | ||||
Debt instrument, outstanding amount | $ 236,300 | ||||
Term Loan Credit Agreement [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, effective percentage | 6.04% | ||||
Term Loan Credit Agreement [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, effective percentage | 6.78% | ||||
Term Loan Credit Agreement [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread rate | 5.00% | 5.00% | |||
Debt instrument, additional basis spread rate | 2.00% | ||||
Term Loan Credit Agreement [Member] | Federal Funds Effective Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread rate | 0.50% | ||||
Term Loan Amendment [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 40,000 | ||||
Term Loan Agreement and Term Loan Amendment [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt issuance cost | $ 11,300 |
Debt - Asset-Based Revolving Cr
Debt - Asset-Based Revolving Credit Agreement (Detail) - USD ($) | May 08, 2015 | Aug. 31, 2015 | Feb. 03, 2018 | Jul. 01, 2016 | Feb. 03, 2018 | Feb. 03, 2018 | Jan. 28, 2017 |
Debt Instrument [Line Items] | |||||||
Credit facility default interest surcharge | 2.00% | ||||||
ABL Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument term | 5 years | ||||||
Credit facility maximum borrowing capacity | $ 40,000,000 | ||||||
Debt instrument, maturity date | May 8, 2020 | ||||||
Credit facility maximum borrowing, percentage of eligible credit card receivables | 90.00% | ||||||
Credit facility maximum borrowing, percentage of eligible accounts receivables | 85.00% | ||||||
Credit facility maximum borrowing, percentage lesser of eligible inventory | 100.00% | ||||||
Credit facility maximum borrowing, percentage lesser of eligible net orderly liquidation value of inventory | 90.00% | ||||||
Credit facility maximum borrowing, percentage lesser of eligible in-transit inventory | 100.00% | ||||||
Credit facility maximum borrowing, percentage lesser of eligible net orderly liquidation value of in-transit inventory | 90.00% | ||||||
Credit facility, frequency of payment and payment terms | the in-transit maximum amount (the in-transit maximum amount is not to exceed $12.5 million during the 1st and 3rd calendar quarters and $10.0 million during the 2nd and 4th calendar quarters) | ||||||
Credit facility, interest rate description | Interest on each LIBOR loan is payable on the last day of each interest period and no more than quarterly, and interest on each Base Rate loan is payable in arrears on the last business day of April, July, October and January. For both LIBOR and Base Rate loans, interest is payable periodically upon repayment, conversion or maturity, with interest periods ranging between 30 to 180 days at the election of the Company, or 12 months with the consent of all lenders. | ||||||
Credit facility commitment fee | 0.375% | ||||||
Credit facility commitment fee, each calendar quarter historical excess availability is greater than 50% | 0.375% | ||||||
Credit facility commitment fee, each calendar quarter historical excess availability is less than or equal 50% | 0.25% | ||||||
Credit facility commitment fee, minimum each calendar quarter historical excess availability | 50.00% | ||||||
Credit facility commitment fee, maximum each calendar quarter historical excess availability | 50.00% | ||||||
Credit Facility drawn or outstanding | $ 0 | $ 0 | $ 0 | $ 0 | |||
Credit Facility available borrowing capacity | 38,400,000 | 38,400,000 | 38,400,000 | 37,900,000 | |||
Debt issuance cost | $ 300,000 | 300,000 | 300,000 | $ 200,000 | |||
Credit facility description of covenant | In the event of a payment default that is not cured within five business days or is not waived, or a covenant default that is not cured within 30 business days or is not waived, the Company’s obligations under these credit facilities may be accelerated. | ||||||
ABL Facility [Member] | Other Assets [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance cost | $ 1,100,000 | $ 1,100,000 | $ 1,100,000 | ||||
ABL Facility [Member] | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread rate | 1.00% | 2.00% | |||||
ABL Facility [Member] | LIBOR [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread rate | 1.50% | ||||||
ABL Facility [Member] | LIBOR [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread rate | 1.75% | ||||||
ABL Facility [Member] | Federal Funds Effective Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread rate | 0.50% | ||||||
ABL Facility [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread rate | 2.00% | 1.00% | |||||
ABL Facility [Member] | Base Rate [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread rate | 0.50% | ||||||
ABL Facility [Member] | Base Rate [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread rate | 0.75% | ||||||
ABL Facility [Member] | 1st and 3rd Calendar Quarters [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility maximum in-transit periodic payments | $ 12,500,000 | ||||||
Credit facility in-transit frequency of payments | quarters | ||||||
ABL Facility [Member] | 2nd and 4th Calendar Quarters [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility maximum in-transit periodic payments | $ 10,000,000 | ||||||
Credit facility in-transit frequency of payments | quarters |
Debt - Letters of Credit (Detai
Debt - Letters of Credit (Detail) - Letter of Credit [Member] - USD ($) | 12 Months Ended | |
Feb. 03, 2018 | Jan. 28, 2017 | |
Debt Instrument [Line Items] | ||
Credit Facility drawn or outstanding | $ 1,600,000 | $ 2,100,000 |
Credit facility maximum borrowing capacity | $ 10,000,000 | |
Credit facility default surcharge percentage on interest | 2.00% | |
Credit facility initial term | 1 year | |
Letters of credit automatically annually renewal period | 1 year |
Debt - Schedule of Minimum Futu
Debt - Schedule of Minimum Future Principal Amounts Payable Under Term Loan (Detail) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Debt Disclosure [Abstract] | ||
2,018 | $ 2,799 | |
2,019 | 2,799 | |
2,020 | 2,799 | |
2,021 | 2,799 | |
2,022 | 236,980 | |
Total | $ 248,176 | $ 275,975 |
Debt - Predecessor Debt - Term
Debt - Predecessor Debt - Term Loan Facility (Detail) - Predecessor [Member] - USD ($) | May 08, 2015 | Sep. 27, 2012 | Feb. 03, 2018 | Jan. 31, 2015 |
Debt Instrument [Line Items] | ||||
Credit facility, prepayment penalties and fees | $ 2,900,000 | |||
Amended Term Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Amended credit facility term | 6 years | |||
Credit facility maximum borrowing capacity | $ 120,000,000 | |||
Debt instrument, interest rate description | Borrowings under the amended term loan facility were maintained as either Eurodollar or Base Rate loans, each of which had a variable interest rate plus an applicable margin. Eurodollar loans under the amended term loan facility accrued interest at a rate equal to adjusted LIBOR plus 8.50%, with a minimum adjusted LIBOR per annum of 1.50%. Base Rate loans under the amended term loan facility accrued interest at a rate equal to (i) the greatest of (a) the financial institution’s prime rate, (b) the Federal Funds Effective Rate plus 0.50% and (c) adjusted LIBOR, with a minimum adjusted LIBOR of 1.50%, plus 1.00%, plus (ii) 7.50%. The rate per annum was 10.00% as of January 31, 2015 (Predecessor). | |||
Stated interest rate on credit facility | 10.00% | |||
Amended Term Loan Facility [Member] | Base Rate Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate on credit facility | 7.50% | |||
Amended Term Loan Facility [Member] | LIBOR [Member] | Eurodollar Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread rate | 8.50% | |||
Amended Term Loan Facility [Member] | LIBOR [Member] | Eurodollar Loans [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread rate | 1.50% | |||
Amended Term Loan Facility [Member] | LIBOR [Member] | Base Rate Loans [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread rate | 1.50% | |||
Amended Term Loan Facility [Member] | Federal Funds Effective Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread rate | 0.50% | |||
Amended Term Loan Facility [Member] | Base Rate Plus Additional Adjusted LIBOR [Member] | Base Rate Loans [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread rate | 1.00% |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facility (Detail) - USD ($) | May 08, 2015 | Sep. 27, 2012 | Aug. 31, 2015 | Jul. 01, 2016 | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 31, 2015 |
ABL Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility maximum borrowing capacity | $ 40,000,000 | ||||||
Credit facility maximum borrowing, percentage of eligible credit card receivables | 90.00% | ||||||
Credit facility commitment fee | 0.375% | ||||||
Credit Facility drawn or outstanding | $ 0 | $ 0 | |||||
Credit Facility available borrowing capacity | $ 38,400,000 | $ 37,900,000 | |||||
ABL Facility [Member] | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread rate | 1.00% | 2.00% | |||||
ABL Facility [Member] | LIBOR [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread rate | 1.50% | ||||||
ABL Facility [Member] | LIBOR [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread rate | 1.75% | ||||||
ABL Facility [Member] | Federal Funds Effective Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread rate | 0.50% | ||||||
ABL Facility [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread rate | 2.00% | 1.00% | |||||
ABL Facility [Member] | Base Rate [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread rate | 0.50% | ||||||
ABL Facility [Member] | Base Rate [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread rate | 0.75% | ||||||
Predecessor [Member] | Five Year Amended Secured Asset-Based Revolving Credit Facility Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Amended credit facility term | 5 years | ||||||
Credit facility maximum borrowing capacity | $ 40,000,000 | ||||||
Credit facility maximum borrowing, percentage of eligible credit card receivables | 90.00% | ||||||
Credit facility maximum borrowings percentage of eligible liquidation value of inventory | 85.00% | ||||||
Credit facility maximum borrowings percentage of eligible liquidation value of inventory net of transits | 85.00% | ||||||
Predecessor [Member] | ABL Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility commitment fee | 0.50% | ||||||
Credit Facility drawn or outstanding | $ 0 | ||||||
Credit Facility available borrowing capacity | $ 36,700,000 | ||||||
Predecessor [Member] | ABL Facility [Member] | Minimum [Member] | Eurodollar Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest payment duration upon maturity of loans. | 30 days | ||||||
Predecessor [Member] | ABL Facility [Member] | Minimum [Member] | Base Rate Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest payment duration upon maturity of loans. | 30 days | ||||||
Predecessor [Member] | ABL Facility [Member] | Maximum [Member] | Eurodollar Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest payment duration upon maturity of loans. | 90 days | ||||||
Predecessor [Member] | ABL Facility [Member] | Maximum [Member] | Base Rate Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest payment duration upon maturity of loans. | 90 days | ||||||
Predecessor [Member] | ABL Facility [Member] | LIBOR [Member] | Minimum [Member] | Eurodollar Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread rate | 2.25% | ||||||
Predecessor [Member] | ABL Facility [Member] | LIBOR [Member] | Minimum [Member] | Base Rate Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread rate | 1.00% | ||||||
Predecessor [Member] | ABL Facility [Member] | LIBOR [Member] | Maximum [Member] | Eurodollar Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread rate | 2.75% | ||||||
Predecessor [Member] | ABL Facility [Member] | Federal Funds Effective Rate [Member] | Minimum [Member] | Base Rate Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread rate | 0.50% | ||||||
Predecessor [Member] | ABL Facility [Member] | Base Rate [Member] | Minimum [Member] | Base Rate Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread rate | 1.25% | ||||||
Predecessor [Member] | ABL Facility [Member] | Base Rate [Member] | Maximum [Member] | Base Rate Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread rate | 1.75% |
Debt - Subordinated Debt Facili
Debt - Subordinated Debt Facility (Detail) - Predecessor [Member] - Six Year Subordinated Debt Facility Agreement [Member] - Unsecured Mezzanine Term Loan [Member] $ in Millions | Sep. 27, 2012USD ($) |
Debt Instrument [Line Items] | |
Amended credit facility term | 6 years |
Credit facility maximum borrowing capacity | $ 30 |
Stated interest rate on credit facility | 24.00% |
Credit facility interest payment description | The 24.0% interest rate on the mezzanine term loan included a Payment in Kind (“PIK”) interest factor whereby one half of the 24.0% interest due was payable in cash and one half was added to the outstanding principal amount of the mezzanine term loan. The outstanding principal balance was to be payable upon maturity of the mezzanine term loans on September 27, 2018 |
Accrued paid in kind interest payable | $ 4.5 |
Credit Facility drawn or outstanding | $ 39.7 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
May 07, 2015 | Feb. 03, 2018 | |
Subordinated Debt Facility [Member] | ||
Variable Interest Entity [Line Items] | ||
Obligations under the facility | $ 0 | |
Revolving Credit Facility [Member] | ||
Variable Interest Entity [Line Items] | ||
Obligations under the facility | 0 | |
Predecessor [Member] | Subordinated Debt Facility [Member] | ||
Variable Interest Entity [Line Items] | ||
Interest expense | $ 2,700,000 | |
Predecessor [Member] | Revolving Credit Facility [Member] | ||
Variable Interest Entity [Line Items] | ||
Interest expense | 300,000 | |
Term Loan [Member] | ||
Variable Interest Entity [Line Items] | ||
Obligations under the facility | 0 | |
Term Loan [Member] | Predecessor [Member] | ||
Variable Interest Entity [Line Items] | ||
Interest expense | $ 1,600,000 | |
JJ Lease Funding Corp [Member] | ||
Variable Interest Entity [Line Items] | ||
Cash consideration from sale leaseback arrangement | 120,000,000 | |
Gain or loss on the sale of assets | $ 0 | |
JJ AB Funding Corp [Member] | Revolving Credit Facility [Member] | ||
Variable Interest Entity [Line Items] | ||
Term of facility | 5 years | |
Secured asset-based revolving credit facility | $ 40,000,000 | |
JJ Mezz Funding Corp [Member] | Subordinated Debt Facility [Member] | ||
Variable Interest Entity [Line Items] | ||
Term of facility | 6 years | |
Unsecured debt facility | $ 30,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
May 07, 2015USD ($) | Jan. 30, 2016USD ($) | Feb. 03, 2018USD ($)Supplier | Jan. 28, 2017USD ($) | |
Commitments And Contingencies [Line Items] | ||||
Deferred lease liability | $ 9.5 | $ 6.5 | ||
Tenant improvement incentive liability | 17.3 | 11.3 | ||
Total rental expense | $ 36.2 | 60.2 | 55.6 | |
Contingent rental expense | $ 1.8 | $ 2.2 | $ 2.2 | |
Number of suppliers | Supplier | 1 | |||
Other commitments, description | In addition to the lease commitments disclosed above, the Company enters into other cancelable and noncancelable commitments. Typically, these commitments are for less than one year in duration and are principally for the procurement of inventory. Preliminary commitments with the Company’s merchandise vendors are made approximately six months in advance of the planned receipt date. | |||
Outstanding purchase commitments | $ 128 | |||
Supplier Concentration Risk [Member] | Purchases [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Concentration risk, percentage | 15.50% | |||
Predecessor [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Total rental expense | $ 12.7 | |||
Contingent rental expense | $ 0.5 | |||
Minimum [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Original lease term under existing arrangements | 1 year | |||
Maximum [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Original lease term under existing arrangements | 20 years |
Commitments and Contingencies69
Commitments and Contingencies - Summary of Future Minimum Rental Payments Under Non-Cancelable Operating Lease Obligations (Detail) $ in Thousands | Feb. 03, 2018USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
2,018 | $ 46,406 |
2,019 | 42,204 |
2,020 | 40,122 |
2,021 | 38,355 |
2,022 | 34,322 |
Thereafter | 122,046 |
Total | $ 323,455 |
Other Liabilities - Components
Other Liabilities - Components of Other Liabilities (Detail) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Other Liabilities Noncurrent [Abstract] | ||
Deferred rent | $ 9,521 | $ 6,493 |
Deferred lease credits | 15,064 | 9,878 |
Unfavorable leasehold interests | 1,809 | 2,411 |
Other | 1,183 | 1,350 |
Total other liabilities | $ 27,577 | $ 20,132 |
Preferred Capital and Shareho71
Preferred Capital and Shareholders' Equity - Additional Information (Detail) - USD ($) | Mar. 14, 2017 | Feb. 24, 2017 | Apr. 30, 2011 | Feb. 03, 2018 | Jan. 28, 2017 | May 08, 2015 | May 07, 2015 | Jan. 31, 2015 |
Capital Unit [Line Items] | ||||||||
Common units, issued | 0 | 1,000,000 | 1,000,000 | |||||
Common units, outstanding | 0 | 1,000,000 | 1,000,000 | |||||
Limited liability company, business, cessation date | Feb. 24, 2017 | |||||||
Entity information, former legal or registered name | Jill Intermediate LLC | |||||||
Entity information, date to change former legal or registered name | Feb. 24, 2017 | |||||||
Common stock offered | 11,666,667 | |||||||
Common stock offer price | $ 13 | |||||||
Underwriters option to purchase additional common stock | 865,000 | |||||||
Shares issued, restricted stock | 2,385,001 | |||||||
Common stock issued | 43,747,944 | 43,747,944 | ||||||
Common units, authorized | 0 | 1,000,000 | ||||||
Predecessor [Member] | ||||||||
Capital Unit [Line Items] | ||||||||
Liquidation term | 49 years | |||||||
Class A Units [Member] | Predecessor [Member] | ||||||||
Capital Unit [Line Items] | ||||||||
Common units, outstanding | 0 | 100 | 100 | |||||
Common units available for future issuance | 0 | |||||||
Class B Units [Member] | Predecessor [Member] | ||||||||
Capital Unit [Line Items] | ||||||||
Common units, outstanding | 0 | 3,927,601 | 3,927,601 | |||||
Common units available for future issuance | 0 | |||||||
Predecessor LLC Agreement [Member] | ||||||||
Capital Unit [Line Items] | ||||||||
Common units, issued | 1,000,000 | |||||||
Common units, authorized | 1,000,000 | |||||||
Preferred capital investment | $ 72,800,000 | |||||||
Predecessor LLC Agreement [Member] | Predecessor [Member] | ||||||||
Capital Unit [Line Items] | ||||||||
Common units, outstanding | 1,000,000 | |||||||
Common units available for future issuance | 0 | |||||||
Predecessor LLC Agreement [Member] | Class A Units [Member] | ||||||||
Capital Unit [Line Items] | ||||||||
Common units, issued | 100 | |||||||
Common units, authorized | 100 | |||||||
Proceeds from units issued | $ 1,000 | |||||||
Predecessor LLC Agreement [Member] | Class B Units [Member] | ||||||||
Capital Unit [Line Items] | ||||||||
Common units, issued | 3,927,601.3 | |||||||
Common units, authorized | 3,927,601.3 | |||||||
Proceeds from units issued | $ 39,300,000 | |||||||
Topco [Member] | ||||||||
Capital Unit [Line Items] | ||||||||
Percentage of outstanding membership interest acquired | 6.00% | |||||||
Holdings [Member] | ||||||||
Capital Unit [Line Items] | ||||||||
Percentage of outstanding interest acquired | 94.00% |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Feb. 03, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | May 07, 2015 | Jan. 30, 2016 | Feb. 03, 2018 | Jan. 28, 2017 | |
Current | ||||||||||||
U.S. Federal | $ 8,052 | $ 17,510 | $ 17,442 | |||||||||
State and local | 1,533 | 4,299 | 3,686 | |||||||||
Total current | 9,585 | 21,809 | 21,128 | |||||||||
Deferred tax benefit | ||||||||||||
U.S. Federal | (6,212) | (28,374) | (3,663) | |||||||||
State and local | (1,051) | 1,126 | (796) | |||||||||
Total deferred tax benefit | (7,263) | (27,248) | (4,459) | |||||||||
Total income tax (benefit) provision | $ (22,365) | $ 2,766 | $ 8,557 | $ 5,603 | $ 3,745 | $ 2,815 | $ 5,860 | $ 4,249 | $ 2,322 | $ (5,439) | $ 16,669 | |
Predecessor [Member] | ||||||||||||
Current | ||||||||||||
U.S. Federal | $ 1,957 | |||||||||||
State and local | 503 | |||||||||||
Total current | 2,460 | |||||||||||
Deferred tax benefit | ||||||||||||
U.S. Federal | (793) | |||||||||||
State and local | (168) | |||||||||||
Total deferred tax benefit | (961) | |||||||||||
Total income tax (benefit) provision | $ 1,499 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Statutory Federal Income Tax Rate (Detail) | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |
May 07, 2015 | Jan. 30, 2016 | Dec. 31, 2017 | Feb. 03, 2018 | Jan. 28, 2017 | |
Reconciliation Of Provision Of Income Taxes [Line Items] | |||||
Federal statutory income tax rate | 35.00% | 35.00% | 33.80% | 35.00% | |
State income taxes, net of federal tax effect | 0.90% | 4.70% | 4.60% | ||
Tax rate changes | (48.30%) | ||||
Acquisition-related costs | 1.20% | 3.50% | |||
Nondeductible equity-based compensation expense | 0.90% | 0.20% | 0.50% | ||
Charitable contributions | (1.70%) | ||||
Tax return to provision adjustments | (1.20%) | ||||
Other | (1.80%) | 0.40% | (2.70%) | ||
Effective tax rate | 35.00% | (10.90%) | 40.90% | ||
Predecessor [Member] | |||||
Reconciliation Of Provision Of Income Taxes [Line Items] | |||||
Federal statutory income tax rate | 35.00% | ||||
State income taxes, net of federal tax effect | (39.90%) | ||||
Acquisition-related costs | (344.50%) | ||||
Nondeductible equity-based compensation expense | (38.30%) | ||||
Other | 14.80% | ||||
Effective tax rate | (372.90%) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Tax Assets and (Liabilities) (Detail) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Deferred tax assets | ||
Accrued expenses | $ 5,515 | $ 6,612 |
Start-up costs | 759 | 1,239 |
Deferred revenue | 179 | 311 |
Total deferred tax assets | 6,453 | 8,162 |
Deferred tax liabilities | ||
Inventory | (2,332) | (3,878) |
Fixed assets | (12,792) | (18,270) |
Intangible assets | (35,864) | (58,372) |
Prepaid expenses | (1,728) | (1,153) |
Total deferred tax liabilities | (52,716) | (81,673) |
Net deferred tax liabilities | $ (46,263) | $ (73,511) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Dec. 22, 2017 | Dec. 12, 2017 | Feb. 03, 2018 | Jan. 30, 2016 | Dec. 31, 2017 | Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 |
Operating Loss Carryforwards [Line Items] | ||||||||
U.S. Federal corporate income tax rate | 35.00% | 35.00% | 33.80% | 35.00% | ||||
Recognized tax benefit related to remeasurement of deferred tax assets and liabilities | $ 24,000,000 | |||||||
Deferred tax liability, net of deferred tax assets | $ 46,263,000 | $ 46,263,000 | $ 73,511,000 | |||||
Tax benefit related to TCJA | 24,000,000 | |||||||
Tax credit carryforwards, valuation allowance | 0 | 0 | ||||||
Liability for uncertain tax positions | 0 | 0 | 0 | |||||
Federal [Member] | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Tax credit carryforwards | 0 | 0 | 0 | |||||
Net operating loss carryforwards | 0 | 0 | 0 | |||||
Additional federal tax payment | $ 1,100,000 | |||||||
State [Member] | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Tax credit carryforwards | $ 0 | $ 0 | $ 0 | |||||
Scenario Plan [Member] | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
U.S. Federal corporate income tax rate | 21.00% |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - USD ($) $ in Millions | Feb. 24, 2017 | May 07, 2015 | Jan. 30, 2016 | Feb. 03, 2018 | Jan. 28, 2017 |
Earnings Per Share Basic [Line Items] | |||||
Effect of anti-dilutive securities excluded outstanding equity awards | 0 | 318,875 | 0 | ||
Predecessor [Member] | |||||
Earnings Per Share Basic [Line Items] | |||||
Effect of anti-dilutive securities excluded outstanding equity awards | 0 | ||||
Preferred Capital [Member] | |||||
Earnings Per Share Basic [Line Items] | |||||
Repayment of original investment | $ 72.8 | ||||
Common Stock [Member] | |||||
Earnings Per Share Basic [Line Items] | |||||
Outstanding equity interests converted into number of common stock, shares | 43,747,944 | ||||
Class A Units [Member] | |||||
Earnings Per Share Basic [Line Items] | |||||
Repurchase of preferred units | 100 | ||||
Class B Units [Member] | |||||
Earnings Per Share Basic [Line Items] | |||||
Repurchase of preferred units | 3,927,601.3 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Net Income (Loss) Per Common Unit (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Feb. 03, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | May 07, 2015 | Jan. 30, 2016 | Feb. 03, 2018 | Jan. 28, 2017 | |
Numerator | ||||||||||||
Net income (loss) attributable to common shareholders: | $ (4,254) | $ 55,365 | $ 24,075 | |||||||||
Denominator | ||||||||||||
Weighted average number of common shares outstanding, basic: | 41,906,414 | 41,731,765 | 41,549,825 | 42,518,143 | 43,747,944 | 43,747,944 | 43,747,944 | 43,747,944 | 43,747,944 | 41,926,157 | 43,747,944 | |
Dilutive effect of restricted shares | 1,645,589 | |||||||||||
Weighted average number of common shares outstanding, diluted: | 43,499,744 | 43,554,000 | 43,554,275 | 43,680,485 | 43,747,944 | 43,747,944 | 43,747,944 | 43,747,944 | 43,747,944 | 43,571,746 | 43,747,944 | |
Net income (loss) per common share attributable to common shareholders, basic: | $ 0.70 | $ 0.14 | $ 0.29 | $ 0.19 | $ 0.05 | $ 0.18 | $ 0.19 | $ 0.14 | $ (0.10) | $ 1.32 | $ 0.55 | |
Net income (loss) per common share attributable to common shareholders, diluted: | $ 0.67 | $ 0.14 | $ 0.28 | $ 0.18 | $ 0.05 | $ 0.18 | $ 0.19 | $ 0.14 | $ (0.10) | $ 1.27 | $ 0.55 | |
Predecessor [Member] | ||||||||||||
Numerator | ||||||||||||
Net income (loss) attributable to common shareholders: | $ (1,901) | |||||||||||
Denominator | ||||||||||||
Weighted average number of common shares outstanding, basic: | 43,747,944 | |||||||||||
Weighted average number of common shares outstanding, diluted: | 43,747,944 | |||||||||||
Net income (loss) per common share attributable to common shareholders, basic: | $ (0.04) | |||||||||||
Net income (loss) per common share attributable to common shareholders, diluted: | $ (0.04) |
Equity-Based Compensation - Suc
Equity-Based Compensation - Successor Plan (Detail) | Feb. 03, 2018USD ($)Periodshares | Mar. 14, 2017shares | Jan. 30, 2016USD ($) | Feb. 03, 2018USD ($)Period$ / sharesshares | Jan. 28, 2017USD ($)shares | May 08, 2015shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares issued, restricted stock | 2,385,001 | |||||
Weighted average grant date fair value of one year option | $ / shares | $ 6.05 | |||||
2017 Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common interests units authorized and available for future issuance | 1,939,093 | 1,939,093 | ||||
Number of vested common interests repurchased | 0 | |||||
Number of unvested units forfeited | 0 | |||||
Aggregate intrinsic value of common interests vested | $ | $ 0 | $ 0 | ||||
Common stock reserved for issuance | 2,237,303 | 2,237,303 | ||||
Anticipated cash dividends payment to option holders | $ | $ 0 | |||||
2017 Plan [Member] | Selling, General and Administrative Expenses [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Equity-based compensation expense | $ | $ 800,000 | |||||
2017 Plan [Member] | Purchase Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of purchase period | Period | 1 | 1 | ||||
Maximum compensation percentage | 10.00% | |||||
Fair value of common stock purchase price percentage | 85.00% | |||||
Weighted average grant date fair value of one year option | $ / shares | $ 2.50 | |||||
2017 Plan [Member] | Restricted Share Awards ("RSAs") [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of vested common interests repurchased | 0 | |||||
Number of unvested units forfeited | 0 | |||||
2017 Plan [Member] | Restricted Stock Units ("RSUs") [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common interests granted to employees vesting period | 1 year | |||||
2017 Plan [Member] | RSA and RSU [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total unrecognized compensation expense related to unvested common interests | $ | $ 1,200,000 | $ 1,200,000 | ||||
Total unrecognized compensation expense to be recognized, weighted average service period | 2 years 6 months | |||||
2017 Plan [Member] | Stock Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common interests granted to employees vesting period | 4 years | |||||
Total unrecognized compensation expense related to unvested common interests | $ | $ 1,300,000 | $ 1,300,000 | ||||
Total unrecognized compensation expense to be recognized, weighted average service period | 3 years 3 months 18 days | |||||
2017 Plan [Member] | Class A Common Interests [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common interests units authorized and available for future issuance | 0 | 0 | ||||
2017 Plan [Member] | Maximum [Member] | Purchase Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common interests units authorized and available for future issuance | 200,000 | 200,000 | ||||
2017 Plan [Member] | Maximum [Member] | Stock Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Award expiration period | 10 years | |||||
2017 Plan [Member] | Employees [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common interests granted to employees vesting period | 5 years | |||||
Incentive Equity Plan | Topco [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of vested common interests repurchased | 234,652 | |||||
Number of unvested units forfeited | 1,122,978 | |||||
Shares issued, restricted stock | 2,385,001 | |||||
Aggregate intrinsic value of common interests vested | $ | $ 8,200,000 | |||||
Incentive Equity Plan | Topco [Member] | Selling, General and Administrative Expenses [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Equity-based compensation expense | $ | $ 200,000 | $ 600,000 | ||||
Incentive Equity Plan | Topco [Member] | RSA and RSU [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of unvested units forfeited | 1,122,978 | |||||
Incentive Equity Plan | Maximum [Member] | Class A Common Interests [Member] | Topco [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common interests units granted under the plan | 32,683,677 | |||||
Incentive Equity Plan | Nonemployees [Member] | Class A Common Interests [Member] | Topco [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common interests units granted under the plan | 0 | 0 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Restricted Stock Activity (Detail) - RSA and RSU [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Jan. 30, 2016 | Feb. 03, 2018 | Jan. 28, 2017 | |
2017 Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Units, Converted Common Interests | (16,079,744) | ||
Number of Units, RSAs issued from Common Interests | 2,385,001 | ||
Number of Units, Granted | 18,172 | ||
Number of Units, Vested | (635,383) | ||
Number of Units, Ending Balance | 1,767,790 | ||
Weighted Average Grant Date Fair Value, Converted Common Interests | $ 0.10 | ||
Weighted Average Grant Date Fair Value, RSAs issued from Common Interests | 0.67 | ||
Weighted Average Grant Date Fair Value, Granted | 12.63 | ||
Weighted Average Grant Date Fair Value, Vested | 0.77 | ||
Weighted Average Grant Date Fair Value, Ending Balance | $ 0.65 | ||
Topco [Member] | Incentive Equity Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Units, Beginning Balance | 16,079,744 | 18,132,566 | |
Number of Units, Granted | 20,535,403 | 3,126,954 | |
Number of Units, Vested | (2,402,837) | (4,056,798) | |
Number of Units, Forfeited | (1,122,978) | ||
Number of Units, Ending Balance | 18,132,566 | 16,079,744 | |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 0.10 | $ 0.07 | |
Weighted Average Grant Date Fair Value, Granted | $ 0.07 | 0.24 | |
Weighted Average Grant Date Fair Value, Vested | 0.07 | 0.07 | |
Weighted Average Grant Date Fair Value, Forfeited | 0.07 | ||
Weighted Average Grant Date Fair Value, Ending Balance | $ 0.07 | $ 0.10 |
Equity-Based Compensation - S80
Equity-Based Compensation - Summary of Stock Option Activity (Detail) | 12 Months Ended |
Feb. 03, 2018$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Units, Granted | shares | 280,038 |
Number of Units, Forfeited | shares | (14,922) |
Number of units outstanding, Ending balance | shares | 265,116 |
Weighted Average Grant Date Fair Value, Granted | $ 6.05 |
Weighted Average Grant Date Fair Value, Forfeited | 6.03 |
Weighted Average Grant Date Fair Value, Ending Balance | 6.05 |
Weighted Average Exercise Price, Granted | 13.25 |
Weighted Average Exercise Price, Forfeited | 13.12 |
Weighted Average Exercise Price, Ending Balance | $ 13.26 |
Equity-Based Compensation - Fai
Equity-Based Compensation - Fair Values Estimated Using Black-Scholes Option-Pricing Model (Detail) | 12 Months Ended |
Feb. 03, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 6 years 3 months |
Expected dividend yield | 0.00% |
Purchase Plan [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Risk-free rate | 1.76% |
Expected term (in years) | 1 year |
Expected volatility | 41.81% |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Risk-free rate | 2.02% |
Expected volatility | 43.03% |
Maximum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Risk-free rate | 2.21% |
Expected volatility | 44.64% |
Equity-Based Compensation - Pre
Equity-Based Compensation - Predecessor Plan (Detail) - USD ($) | Jan. 31, 2015 | May 07, 2015 | Feb. 03, 2018 | May 07, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Accelerated compensation cost | $ 7,400,000 | |||
JJIP LLC [Member] | Predecessor Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common interests units authorized and available for future issuance | 14,006 | |||
Number of units outstanding and unvested | 9,431 | 6,028 | 6,028 | |
Number of units vested | 3,403 | |||
Aggregate intrinsic value of units vested | $ 2,200,000 | |||
Aggregate intrinsic value of units unvested | 9,900,000 | |||
Inrinsic value at period end | 7,300,000 | |||
JJIP LLC [Member] | Predecessor Plan [Member] | Selling, General and Administrative Expenses [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 400,000 | |||
JJIP LLC [Member] | Predecessor Plan [Member] | Time-Based Vesting Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common interests granted to employees vesting period | 4 years | |||
Vesting terms description | MIUs granted with time-based vesting features generally vested over a four year vesting period, with 25% of the MIUs cliff vesting at the later of one year from the date of employment with the Company (“First Vesting Date”), but not to exceed one year from the date of grant. The remaining 75% of the Units vested quarterly over a three year period, beginning on the First Vesting Date. | |||
Number of units outstanding and unvested | 9,431 | |||
Number of units vested | 36,113 | |||
JJIP LLC [Member] | Predecessor Plan [Member] | Time-Based Vesting Awards [Member] | Cliff Vesting [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of vested shares | 25.00% | |||
Minimum period of employment for first vesting | 1 year | |||
Maximum period for vesting from date of grant | 1 year | |||
JJIP LLC [Member] | Predecessor Plan [Member] | Time-Based Vesting Awards [Member] | Vested Quarterly Beginning on First Vesting Date [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common interests granted to employees vesting period | 3 years | |||
Percentage of vested shares | 75.00% | |||
JJIP LLC [Member] | Predecessor Plan [Member] | Performance-Based Vesting Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 0 | |||
Number of units outstanding and unvested | 45,450 | |||
JJIP LLC [Member] | Predecessor Plan [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common interests units granted under the plan | 105,000 |
Equity-Based Compensation - S83
Equity-Based Compensation - Summary of MIU Activity (Detail) - JJIP LLC [Member] - Predecessor Plan [Member] | 3 Months Ended |
May 07, 2015shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Units, Beginning Balance | 9,431 |
Number of Units, Vested | (3,403) |
Number of Units, Ending Balance | 6,028 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Jan. 28, 2017USD ($) | May 09, 2015USD ($)d | Dec. 31, 2011USD ($) | May 07, 2015USD ($) | Feb. 03, 2018USD ($) | Jan. 28, 2017USD ($) | Jan. 30, 2016USD ($) |
Related Party Transaction [Line Items] | |||||||
Management fees and out of pocket expenses | $ 1,000,000 | ||||||
Annual advisory fee paid to related party | $ 1,000,000 | ||||||
Annual advisory fee paid to related party, frequency of payments | Payable in four quarterly installments | ||||||
Subordinated Unsecured Debt Facility with Related Party [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Subordinated, unsecured debt facility | $ 30,000,000 | ||||||
Repayments of credit facility | $ 40,900,000 | ||||||
TowerBrook [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Upfront lump sum fee paid | $ 4,000,000 | ||||||
Percentage of fees eligible to earn, out of transction value upon completion | 1.00% | ||||||
Number of days of written notice | d | 30 | ||||||
TowerBrook [Member] | Operating Expenses [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Management fees and out of pocket expenses | $ 200,000 | ||||||
Topco [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Dividend distributed to related party | 70,000,000 | ||||||
Net receivable due from related parties | $ 1,300,000 | 1,300,000 | |||||
Due from Related Parties | 1,600,000 | 1,600,000 | |||||
Cash received by related party from investors for ownership stake | 1,900,000 | ||||||
Related party receivable offset related to repurchased management incentive units | 300,000 | 300,000 | |||||
Related party receivable offset related to payable to holdings in relation to tax benefits claimed | $ 300,000 | $ 300,000 | |||||
Amounts distributed to related party in connection with expenses associated with acquisition | $ 8,600,000 | ||||||
Topco [Member] | Accrued Expenses [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due from Related Parties | 100,000 | ||||||
Topco [Member] | Operating Expenses [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Management fees and out of pocket expenses | $ 300,000 |
Quarterly Financial Data (Una85
Quarterly Financial Data (Unaudited) - Schedule of Historical Consolidated Statements of Income (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Feb. 03, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | Jan. 30, 2016 | Feb. 03, 2018 | Jan. 28, 2017 | |
Quarterly Financial Data [Abstract] | |||||||||||
Net sales | $ 188,672 | $ 161,975 | $ 181,372 | $ 166,126 | $ 166,917 | $ 159,439 | $ 165,035 | $ 147,665 | $ 420,094 | $ 698,145 | $ 639,056 |
Costs of goods sold | 71,344 | 53,479 | 58,724 | 50,518 | 61,444 | 51,335 | 52,179 | 46,159 | 155,091 | 234,065 | 211,117 |
Gross profit | 117,328 | 108,496 | 122,648 | 115,608 | 105,473 | 108,104 | 112,856 | 101,506 | 265,003 | 464,080 | 427,939 |
Selling, general and administrative expenses | 105,609 | 95,240 | 97,011 | 97,033 | 94,643 | 92,637 | 94,173 | 87,072 | 246,482 | 394,893 | 368,525 |
Operating income | 11,719 | 13,256 | 25,637 | 18,575 | 10,830 | 15,467 | 18,683 | 14,434 | 9,961 | 69,187 | 59,414 |
Interest expense | 4,736 | 4,496 | 5,084 | 4,945 | 5,040 | 4,844 | 4,674 | 4,112 | 11,893 | 19,261 | 18,670 |
Income (loss) before provision for income taxes | 6,983 | 8,760 | 20,553 | 13,630 | 5,790 | 10,623 | 14,009 | 10,322 | (1,932) | 49,926 | 40,744 |
Income tax provision (benefit) | (22,365) | 2,766 | 8,557 | 5,603 | 3,745 | 2,815 | 5,860 | 4,249 | 2,322 | (5,439) | 16,669 |
Net income (loss) and total comprehensive income (loss) | $ 29,348 | $ 5,994 | $ 11,996 | $ 8,027 | $ 2,045 | $ 7,808 | $ 8,149 | $ 6,073 | $ (4,254) | $ 55,365 | $ 24,075 |
Net income (loss) per common share attributable to common shareholders: | |||||||||||
Basic | $ 0.70 | $ 0.14 | $ 0.29 | $ 0.19 | $ 0.05 | $ 0.18 | $ 0.19 | $ 0.14 | $ (0.10) | $ 1.32 | $ 0.55 |
Diluted | $ 0.67 | $ 0.14 | $ 0.28 | $ 0.18 | $ 0.05 | $ 0.18 | $ 0.19 | $ 0.14 | $ (0.10) | $ 1.27 | $ 0.55 |
Weighted average number of common shares outstanding: | |||||||||||
Basic | 41,906,414 | 41,731,765 | 41,549,825 | 42,518,143 | 43,747,944 | 43,747,944 | 43,747,944 | 43,747,944 | 43,747,944 | 41,926,157 | 43,747,944 |
Diluted | 43,499,744 | 43,554,000 | 43,554,275 | 43,680,485 | 43,747,944 | 43,747,944 | 43,747,944 | 43,747,944 | 43,747,944 | 43,571,746 | 43,747,944 |