10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended May 4, 2024

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

For the transition period from _____________________ to _____________________

Commission File Number: 001-38026

J.Jill, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware		45-1459825
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4 Batterymarch Park, Quincy, MA 02169		02169
(Address of principal executive offices)		(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	JILL	New York Stock Exchange

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

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

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

Securities registered pursuant to Section 12(g) of the Act: None

As of June 3, 2024 the registrant had 10,747,847 shares of common stock, $0.01 par value per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of May 4, 2024 (Unaudited) and February 3, 2024	2
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Thirteen Weeks Ended May 4, 2024 and April 29, 2023 (Unaudited)	3
	Condensed Consolidated Statements of Shareholders’ Equity for the Thirteen Weeks Ended May 4, 2024 and April 29, 2023 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Thirteen Weeks Ended May 4, 2024 and April 29, 2023 (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	24
Exhibit Index		24
Signatures		26

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

J.Jill, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except share data)


	May 4, 2024			February 3, 2024
Assets
Current assets:
Cash and cash equivalents	$	77,117		$	62,172
Accounts receivable		10,914			5,042
Inventories, net		53,145			53,259
Prepaid expenses and other current assets		17,676			17,656
Total current assets		158,852			138,129
Property and equipment, net		52,083			54,118
Intangible assets, net		64,638			66,246
Goodwill		59,697			59,697
Operating lease assets, net		106,107			108,203
Other assets		2,525			1,787
Total assets	$	443,902		$	428,180
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	41,687		$	41,112
Accrued expenses and other current liabilities		46,834			42,283
Current portion of long-term debt		35,353			35,353
Current portion of operating lease liabilities		34,701			36,204
Total current liabilities		158,575			154,952
Long-term debt, net of discount and current portion		119,079			120,595
Deferred income taxes		11,107			10,967
Operating lease liabilities, net of current portion		100,684			103,070
Other liabilities		1,345			1,378
Total liabilities		390,790			390,962
Commitments and contingencies (see Note 11)
Shareholders’ Equity
Common stock, par value $0.01 per share; 50,000,000 shares authorized; 10,747,847 and 10,614,454 shares issued and outstanding at May 4, 2024 and February 3, 2024, respectively		107			107
Additional paid-in capital		212,434			213,236
Accumulated deficit		(159,429	)		(176,125	)
Total shareholders’ equity		53,112			37,218
Total liabilities and shareholders’ equity	$	443,902		$	428,180

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

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J.Jill, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (UNAUDITED)

(in thousands, except share and per share data)


	For the Thirteen Weeks Ended
	May 4, 2024		April 29, 2023
Net sales	$	161,513	$	150,246
Costs of goods sold (exclusive of depreciation and amortization)		43,776		41,880
Gross profit		117,737		108,366
Selling, general and administrative expenses		89,112		82,972
Impairment of long-lived assets		253		—
Operating income		28,372		25,394
Loss on debt refinancing		—		12,702
Interest expense		6,436		5,627
Interest expense - related party		—		1,074
Interest income		988		570
Income before provision for income taxes		22,924		6,561
Income tax provision		6,228		1,965
Net income and total comprehensive income	$	16,696	$	4,596
Per share data (Note 8):
Net income per common share:
Basic	$	1.17	$	0.33
Diluted	$	1.16	$	0.32
Weighted average common shares:
Basic		14,256,928		14,063,409
Diluted		14,395,197		14,322,606

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

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J.Jill, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except common share data)



	Common Stock						Additional Paid- in Capital			Accumulated Deficit			Total Shareholders’ Equity
	Shares			Amount
Balance, February 3, 2024		10,614,454		$	107		$	213,236		$	(176,125	)	$	37,218
Vesting of restricted stock units		201,827			2			(2	)		—			—
Surrender of shares to pay withholding taxes		(68,434	)		(2	)		(2,054	)		—			(2,056	)
Equity-based compensation		—			—			1,254			—			1,254
Net income		—			—			—			16,696			16,696
Balance, May 4, 2024		10,747,847		$	107		$	212,434		$	(159,429	)	$	53,112



	Common Stock					Additional Paid- in Capital			Accumulated Deficit			Total Shareholders’ Equity (Deficit)
	Shares			Amount
Balance, January 28, 2023		10,165,361		$	102	$	212,005		$	(212,326	)	$	(219	)
Vesting of restricted stock units		227,237			2		(2	)		—			—
Surrender of shares to pay withholding taxes		(66,423	)		—		(1,930	)		—			(1,930	)
Equity-based compensation		—			—		878			—			878
Exercise of warrants		254,627			3		(3	)		—			—
Net income		—			—		—			4,596			4,596
Balance, April 29, 2023		10,580,802		$	107	$	210,948		$	(207,730	)	$	3,325

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

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J.Jill, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)


	For the Thirteen Weeks Ended
	May 4, 2024			April 29, 2023
Net income	$	16,696		$	4,596
Operating activities:
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		5,825			5,568
Impairment of long-lived assets		253			—
Adjustment for exited retail stores		(509	)		—
Loss on disposal of fixed assets		6			20
Loss on debt refinancing		—			12,702
Noncash interest expense, net		681			1,562
Equity-based compensation		1,254			878
Deferred rent incentives		(32	)		(32	)
Deferred income taxes		140			(103	)
Changes in operating assets and liabilities:
Accounts receivable		(5,872	)		(1,114	)
Inventories, net		114			(3,203	)
Prepaid expenses and other current assets		(20	)		(138	)
Accounts payable		438			1,502
Accrued expenses and other current liabilities		4,560			(11,276	)
Operating lease assets and liabilities		(1,284	)		(1,553	)
Other noncurrent assets and liabilities		(751	)		(1,550	)
Net cash provided by operating activities		21,499			7,859
Investing activities:
Purchases of property and equipment		(1,732	)		(1,504	)
Capitalized software		(580	)		(1,421	)
Net cash used in investing activities		(2,312	)		(2,925	)
Financing activities:
Principal repayments on Term Loan		(2,188	)		—
Principal repayments on Priming Term Loan		—			(201,349	)
Principal repayments on Subordinated Term Loan - related party		—			(21,181	)
Proceeds from issuance of Term Loan		—			164,050
Third-party debt financing costs		—			(3,686	)
Surrender of shares to pay withholding taxes		(2,054	)		(1,930	)
Net cash used in financing activities		(

SEC Form 10-Q filed by J. Jill Inc.