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4/19/18 10:36 AM
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Dear Shareholder—
It is a privilege to lead this company and an honor to write this letter to you, a fellow Shareholder.
As an executive in this industry, I have respected and admired J. Jill from afar for its potential.
As a member of the company’s Board of Directors, I gained an understanding of what made
J. Jill successful and of the strength of its opportunities. I have been impressed by the company’s
commitment to its customer. I am enthusiastic about what can be done with its data-centric approach.
Now, as CEO, I look forward to shaping J. Jill’s future.
On behalf of all stakeholders, I thank Paula Bennett for her dedication to the brand over the past
decade. She has developed a foundation on which to build. I believe that there is tremendous
opportunity for growth in the years to come.
O U R R E S U L T S
For the f iscal year 2017, total company sales and Adjusted EBITDA each increased by more than
6% from f iscal year 2016, and our customer f ile ended the year with a 7% increase in active customers.
While we delivered growth this year, our results did not match our expectations. We faced challenges,
specif ically in the latter half of the year as our performance in our ecommerce channel waned and
we disappointed our customers with an underwhelming fall assortment. We have a high bar set for
ourselves, and we expect more at J. Jill. We are actively addressing key areas to regain leverage and
advantage as we reignite momentum.
T H E R O A D A H E A D
J. Jill’s strength is owed in large part to the relationship we have with our customer. Our brand promise—
to delight her with great wear-now product, to inspire her conf idence through our approach to dressing
and to provide her with friendly, guiding service wherever and whenever she chooses to shop—
has served our business well. Looking forward, however, we must continue to push ourselves to listen
to our customer and to capitalize on what she says. We must continue to evolve in step with her
to deliver the product and service she expects from J. Jill. As a team, we will strive to fulf ill this
commitment to her throughout our omnichannel platform.
I believe that signif icant opportunities lie ahead as we position the company for long-term success.
Through actions such as attracting more new customers to our brand, optimizing our marketing spend,
critically examining the contemporary suff iciency of the breadth of our offerings and improving
inventory management processes, we will set the foundation from here. 2018 will be a year of
hard work and dedication from our teams, but we believe that the work we set out to accomplish in
2018 will justify the trust you, as a Shareholder, have placed in us.
Thank you for your support of J. Jill,
LINDA HE ASLE Y
B O A R D O F D I R E C T O R S
Michael Rahamim, Chairman
Michael Eck
Marka Hansen
Linda Heasley
Travis Nelson
Michael Recht
Andrew Rolfe
James Scully
E X E C U T I V E O F F I C E R S
Linda Heasley, Chief Executive Officer
David Biese, Executive Vice President, Chief Financial and Operating Officer
Joann Fielder, Executive Vice President and Chief Merchandising and Creative Officer
A N N U A L M E E T I N G
The annual meeting will be held on Thursday, June 7, 2018
at the Langham Hotel, 250 Franklin Street in Boston, Massachusetts
at 9:00 a.m.
IN V E S T O R I N F O R M A T I O N
Shareholders are advised to review f inancial information and other disclosures contained in
its 2017 Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Proxy Statement
and other SEC f ilings, as well as press releases and earnings announcements by accessing
the Company’s website at http://investors.j jill.com
I N V E S T O R I N Q U I R I E S S H O U L D B E D I R E C T E D T O :
BY EMAIL: investors@j jill.com
BY TELEPHONE: (203) 682-8200
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4/19/18 10:37 AM
4/19/18 10:37 AM
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from to
For the fiscal year ended February 3, 2018
OR
Commission File Number 001-38026
J.Jill, Inc.
(Exact name of Registrant as specified in its Charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
4 Batterymarch Park Quincy, MA
(Address of principal executive offices)
45-1459825
(I.R.S. Employer
Identification No.)
02169
(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
Common Stock, $0.01 par value
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the Registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be
contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ☒
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.
(Check one):
Large accelerated filer
☐
Non-accelerated filer
☒ (Do not check if a small reporting company)
Accelerated filer
Small 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
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the
shares of common stock on NYSE Stock Market on July 28, 2017, was $153,888,871.
The number of shares of Registrant’s Common Stock outstanding as of April 13, 2018 was 43,759,200.
Documents Incorporated by Reference
Portions of Part II of this Form 10-K are incorporated by reference from the Registrant’s definitive proxy statement for its 2018 annual meeting of
shareholders to be filed with the Securities and Exchange Commission no later than 120 days after the end of the Registrant’s fiscal year.
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Table of Contents
Business
PART I
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4. Mine Safety Disclosures
Properties
Legal Proceedings
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Selected Financial Data
Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11.
Item 12.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14.
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Principal Accounting Fees and Services
PART IV
Item 15.
Item 16.
Exhibits, Financial Statement Schedules
Form 10-K Summary
1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements, which involve risks and
uncertainties. These forward-looking statements are generally identified by the use of forward-looking terminology,
including the terms “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,”
“project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology.
All statements other than statements of historical facts contained in this Annual Report, including statements regarding our
strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of
management and expected market growth are forward-looking statements. The forward-looking statements are contained
principally in the sections entitled “Item 1. Business,” “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and include, among other things, statements relating to:
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our strategy, outlook and growth prospects;
our operational and financial targets and dividend policy;
our planned expansion of the store base;
general economic trends and trends in the industry and markets; and
the competitive environment in which we operate.
These statements involve known and unknown risks, uncertainties and other important factors that may cause our
actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Important factors that could cause our results to vary from
expectations include, but are not limited to:
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our ability to successfully expand and increase sales;
our ability to maintain and enhance a strong brand image;
our ability to successfully optimize our omnichannel operations and maintain a relevant and reliable omnichannel
experience;
our ability to generate adequate cash from our existing business to support our growth;
our ability to identify and respond to new and changing customer preferences;
our ability to compete effectively in an environment of intense competition;
our ability to contain the increase in the cost of shipping our merchandise, mailing catalogs, paper and printing;
our ability to acquire new customers in a cost-effective manner;
the success of the locations in which our stores are located and our ability to open and operate new retail stores
on a profitable basis;
our ability to adapt to changes in consumer spending and general economic conditions;
natural disasters, unusually adverse weather conditions, boycotts and unanticipated events;
our dependence on third-party vendors to provide us with sufficient quantities of merchandise at acceptable
prices;
increases in costs of raw materials, distribution and sourcing costs and in the costs of labor and employment;
the susceptibility of the price and availability of our merchandise to international trade conditions;
failure of our suppliers and their manufacturing sources to use acceptable labor or other practices;
our dependence upon key executive management or our inability to hire or retain the talent required for our
business;
failure of our information technology systems to support our current and growing business;
disruptions in our supply chain and distribution and customer contact center;
our ability to protect our trademarks or other intellectual property rights;
infringement on the intellectual property of third parties;
acts of war, terrorism or civil unrest;
the impact of governmental laws and regulations and the outcomes of legal proceedings;
our ability to secure the personal information of our customers and employees and comply with applicable
security standards;
impairment charges for goodwill, indefinite-lived intangible assets or other long-lived assets;
our failure to maintain adequate internal controls over our financial and management systems;
increased costs as a result of being a public company; and
other risks, uncertainties and factors set forth in this Annual Report, including those set forth under “Item 1A.
Risk Factors.”
2
These forward-looking statements reflect our views with respect to future events as of the date of this Annual Report
and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue
reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions
only as of the date of this Annual Report and, except as required by law, we undertake no obligation to update or review
publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of
this Annual Report. We anticipate that subsequent events and developments will cause our views to change. You should
read this Annual Report and the documents filed as exhibits to the Annual Report, completely and with the understanding that
our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the
potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may undertake. We
qualify all of our forward-looking statements by these cautionary statements.
3
Item 1. Business
PART I
In this Annual Report, unless otherwise indicated or the context otherwise requires, references to the “Company,”
“J.Jill,” “we,” “us,” and “our” refer to J.Jill, Inc. and its consolidated subsidiaries. We operate on a 52- or 53-week fiscal
year that ends on the Saturday that is closest to January 31. Each fiscal year generally is comprised of four 13-week fiscal
quarters, although in the years with 53 weeks, the fourth quarter represents a 14-week period. References in this Annual
Report to “fiscal year 2017” refer to the fiscal year ended February 3, 2018 and references to “fiscal year 2016” refer to the
fiscal year ended January 28, 2017. References in this Annual Report to “pro forma fiscal year 2015” refer to the unaudited
pro forma consolidated statement of operations, which has been derived from our consolidated audited statements of
operations included elsewhere in this Annual Report. See “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations” for additional information regarding our presentation of the pro forma fiscal year
ended January 30, 2016. Fiscal year 2017 is comprised of 53 weeks and fiscal year 2016 and pro forma fiscal year 2015
were each comprised of 52 weeks.
Company Overview
J.Jill is a premier omnichannel retailer and nationally recognized women’s apparel brand committed to delighting
customers with great wear-now product. The brand represents an easy, relaxed, inspired style that reflects the confidence and
comfort of a woman with a rich, full life. J.Jill provides guiding service through more than 270 stores nationwide and a robust
e-commerce platform. J.Jill is headquartered outside Boston.
Brand
We have developed a differentiated brand image that encourages customers to build deep, personal connections with
our brand. Our brand promise to the J.Jill customer is to delight her with great wear-now product, to inspire her confidence
through J.Jill’s approach to dressing and to provide her with friendly, guiding service wherever and whenever she chooses to
shop. We use our key brand attributes - Naturally Authentic, Thoughtfully Engaging, Relaxed Femininity, Positive Energy
and Confident Simplicity - to guide brand messaging, which is consistently communicated to our customers, whether she
chooses to shop on our www.jjill.com website, in our retail stores or through our catalog.
Customer
While women of all ages are attracted to our brand, our typical customer is 40 to 65 years old, is college educated and
has an annual household income of approximately $150,000. She leads a busy, yet balanced life, as she works outside the
home, is involved in her community and has a family with children. She values comfort, ease and versatility in her wardrobe,
in addition to quality fabrics and thoughtful details. She is fashion conscious and looks to J.Jill to interpret current trends
relevant to her needs and lifestyle. She is tech savvy, but also loves the J.Jill store experience and frequently engages with us
across all channels.
As our customers increase their tenure with our brand, they tend to spend more and purchase more frequently.
Additionally, as we retain customers over time, they tend to migrate from single channel customers to more valuable
omnichannel customers. Omnichannel customers reflect 23% of our active customer base for fiscal year 2017, which has
increased from 22% in fiscal year 2016 and 20% in pro forma fiscal year 2015. See “Management’s Discussion of Financial
Condition and Results of Operations Supplemental Unaudited Pro Forma Consolidated Financial Information” for discussion
regarding our pro forma fiscal year 2015.
Product
Our Products
Our products are marketed under the J.Jill brand name and sold exclusively through our retail and direct channels. Our
diverse assortment of apparel spans knit and woven tops, bottoms and dresses as well as sweaters and outerwear. We also
offer a range of complementary footwear and accessories, including scarves, jewelry and hosiery. By presenting our
merchandise in clear product stories, we strive to uncomplicate fashion, providing comfortable, easy and versatile collections
that enable our customer to dress confidently for a broad range of occasions. Our products are available across the full range
of sizes including Misses, Petites, Women’s and Tall, and reflect a modern balance of style, quality, comfort and ease at
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accessible price points. The core products of our assortment are designed and merchandised in-house, grounded with
essential yet versatile styles and fabrications that are typically represented across a season. Assortments are updated each
month with fresh colors, layering options, novelty and fashion. In addition to our core assortment, we have two sub-brands as
extensions of our brand aesthetic and our customer lifestyle needs:
Pure Jill: Our Pure Jill sub-brand reflects the art of understated ease. It is designed with a clear focus and minimalist
approach to style, and reflected in simple shapes, unstructured silhouettes, interesting textures, soft natural fabrics and artful
details.
Wearever: Our Wearever sub-brand consists of our refined rayon jersey knit collection that is designed for work, travel
and home. It has a foundational collection of versatile shapes and proportions, in solids and prints that mix easily to provide
endless options that work together. These soft knits are easy care and wrinkle-free, and always look great.
We also offer accessories in unique, versatile and wearable collections. These accessory collections are primarily
driven by scarves and jewelry and seamlessly complete our customer’s wardrobe.
Product Design and Development
We offer 12 merchandise collections that are introduced every four weeks and designed and delivered to provide a
consistent flow of fresh products. All of our merchandise is designed in-house, and we create newness through the use of
different fabrics, colors, patterns and silhouettes. We introduce each collection simultaneously in our retail stores, on our
website and in our catalogs. We support each collection with sequenced floor sets, continuous web updates and
24 corresponding catalog editions in addition to regular, coordinated marketing activities. Our new product development
lifecycle typically takes 48 weeks from design concept through delivery. We leverage feedback and purchasing data from our
customer database along with continual collaborative hindsighting to guide our product and merchandising decision making.
The close coordination between our teams ensures that our product and brand message is clearly communicated to our
customers across all channels.
Channel
Driven by our direct-to-consumer heritage, we have a well-diversified and profitable omnichannel platform. We strive
to deliver a seamless brand experience to our customer, wherever and whenever she chooses to shop across our retail stores,
website and catalogs. Our sales channels reinforce one another and drive traffic to each other, and we deliver a consistent
brand message by coordinating the release of our monthly product collection across channels, allowing our customers to
experience a uniform brand message. We believe that our customers’ buying decisions are influenced by this consistent
messaging and experience across sales channels. We have a track record of migrating customers from a single-channel
customer to a more valuable, omnichannel customer over time.
Retail Channel
Our Stores
Our retail channel represented 57% of net sales for fiscal year 2017. As of February 3, 2018, we operated 276 stores
across 42 states with approximately half located in lifestyle centers and the remaining in premium malls; all of our stores are
leased. Our stores range in size from approximately 2,350 to 6,100 square feet, and the average store is approximately 3,700
square feet.
Our store designs showcase our brand and elevate, yet simplify, the J.Jill shopping experience. Our stores provide a
welcoming, easy-to-shop format that guides her through clearly merchandised product stories. With natural materials in
soothing neutral colors, comfortable fabrics and elegant seating areas, the atmosphere is aspirational, yet attainable. When
she cannot find an item in-stock at her local store, our concierge service leverages our in-store ordering platform and ships
products to her home with no shipping charge.
Site Selection
We believe our store expansion model supports our ability to grow our store footprint in both new and existing markets
across the United States with the potential to simultaneously enhance our direct channel sales by migrating single-channel
customers to omnichannel customers. New store locations are evaluated on various factors, including customer demographics
within a market, concentration of existing customers, location of existing stores and center tenant quality and mix. We also
5
leverage our customer database, including purchasing history and customer demographics, to determine geographic locations
that may benefit from a retail store. We target opening new stores in high traffic locations with desirable demographic
characteristics and favorable lease economics. We believe we have the opportunity to add up to 100 stores to our store base
of 276. We plan to open 10-12 new stores in fiscal year 2018. We also selectively close underperforming stores.
The following table shows new store openings since fiscal year 2013. The stores opened in the last three years were
primarily in lifestyle centers.
Store Open Year
Fiscal Year 2013
Fiscal Year 2014
Pro Forma Fiscal Year 2015
Fiscal Year 2016
Fiscal Year 2017
Direct Channel
Total Stores at
Total Stores the End of the
Fiscal Year
Opened
234
248
261
275
276
13
19
15
15
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Our direct channel, which represented 43% of total net sales for fiscal year 2017, consists of our website and catalog
orders.
E-commerce Platform
At the end of fiscal year 2017, we upgraded our website, www.jjill.com, from a proprietary platform to a new,
enhanced platform. The improved capabilities of the new platform will improve our customers’ shopping experience and
engagement by featuring updates on new collections, guidance on how to wardrobe and wear our products and the ability to
chat live with a sales representative.
Our website also provides customers with a broader range of colors and sizes, including Women’s and Tall sizes, than
available in our stores. Additionally, we leverage our website as an inventory clearance vehicle, which allows us to keep our
retail store products fresh and representative of our newest collection. Within our direct channel, E-commerce represented
89% of fiscal 2017 net sales.
Catalog
Our catalogs are an integral part of our business. As one of our primary marketing vehicles, our catalogs promote and
reinforce our brand image and drive customer acquisition and engagement across all of our channels. We produce 24 annual
editions of our catalog that, when combined with increased online marketing, drives customer acquisition and engagement
across all sales channels. As on our website and in our retail stores, our catalogs reflect our product offering in settings that
align with our merchandise segments, including our sub-brands, and provide guidance on styling and wardrobing. Our
catalogs are designed in-house, providing us with greater creative control as well as effectively managing our catalog
production costs. Within our direct channel, catalog orders represented 11% of fiscal year 2017 net sales.
Competitive Strengths
Distinct, Well-Recognized Brand. The J.Jill brand represents an easy, relaxed and inspired style that reflects the
confidence and comfort of a woman with a rich, full life. We have cultivated a differentiated brand and through our
commitment to our customer and our brand building activities, we have created significant brand trust and an emotional
connection with our customers.
Omnichannel Business. We have developed an omnichannel business model comprised of our retail stores and our
direct channel. Our retail and direct channels complement and drive traffic to one another, and we leverage our targeted
marketing initiatives to acquire new customers across channels. We have a track record of migrating customers from a single-
channel customer to a more valuable, omnichannel customer over time. We believe our omnichannel capabilities enable us to
deliver a seamless brand experience to our customer, wherever and whenever she chooses to shop.
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Data-Centric Approach That Drives Consistent Profitability and Mitigates Risk. We believe we have industry-leading
data capture capabilities that allow us to match approximately 98% of transactions to an identifiable customer. We use our
extensive customer database to track and effectively analyze customer information (e.g., name, address, age, household
income and occupation) as well as contact history (e.g., catalog and email). We also have significant visibility into our
customers’ transaction behavior (e.g., orders, returns, order value), including purchases made across our channels. As such,
we can identify a single-channel customer who purchases a product through our website, our retail store or our catalogs, as
well as an omnichannel customer who purchases in more than one channel. We continually leverage this database and apply
our insights to operate our business as well as to acquire new customers and then create, build and maintain a relationship
with each customer to drive optimum value.
Affluent and Loyal Customer Base. We target an attractive demographic of affluent women in the 40-65 age range, a
segment of the population that is experiencing outsized population growth between 2010 and 2020 in the United States,
according to the U.S. Census Bureau. With an average annual household income of approximately $150,000, our customer
has significant spending power. Our private label credit card program also drives customer loyalty and encourages spending.
We believe we will continue to develop long-term customer relationships that can drive profitable sales growth.
Customer-Focused Product Assortment. Our customers strongly associate our product with a modern balance of style,
quality, comfort and ease suitable for a broad range of occasions at accessible price points. Our customer-focused assortment
spans a full range of sizes and is designed to provide easy wardrobing that is relevant to her lifestyle. Each year we offer 12
merchandise collections that are introduced approximately every four weeks and designed and delivered to provide a
consistent flow of fresh products. We create product newness through the use of different fabrics, colors, patterns and
silhouettes. We have an in-house, customer centric product design and development process that leverages our extensive
database of customer feedback and allows us to identify and incorporate changes in our customers’ preferences. We believe
our customer focused approach to product development and continual delivery of fresh, high quality products drives traffic,
frequency and conversion.
Highly Experienced Leadership Team. Our leadership team has experience with leading global organizations and an
average of 25 years of industry experience with significant expertise in merchandising, marketing, retail, E-commerce,
human resources, and finance. We have developed a strong and collaborative culture aligned around our goals to Create a
great brand, to Build a successful business and to Make J.Jill a great place to work.
Growth Strategy
Key drivers of our growth strategy include:
Grow Size and Value of Our Customer Base. We have a significant opportunity to continue to attract new customers
to our brand and to grow the size and value of our active customer base across all channels. We have strategically increased
our marketing investment to drive growth through the acquisition of new customers, reactivation of lapsed customers, and the
retention of existing customers. We recently began a brand voice initiative and a customer segmentation initiative which,
upon completion, will further enhance our ability to target the highest value customers and increase customer spending.
Through these initiatives, we believe we will continue to attract new customers to our brand, migrate from single-channel to
more profitable omnichannel customers and increase overall customer spend.
Increase Direct Sales. Given our strong foundation and recent website enhancements, we believe we can leverage our
direct platform to broaden our customer reach and drive additional sales. We are undertaking initiatives to further develop
our recently upgraded website to provide a more personalized shopping experience with more features and services for our
customers. The new website also provides enhanced capability to engage customers on mobile devices, improved access to
product information and the ability to better connect with the brand on social media.
Profitably Expand Our Store Base. Based on our proven new store economics, we believe that we have the potential
to grow our store base by up to 100 stores from our total of 276 stores as of February 3, 2018. We target new locations in
lifestyle centers and premium malls, and plan to open 10-12 new stores in fiscal year 2018.
Strengthen Omnichannel Capabilities. We are pursuing initiatives to enhance our omnichannel capabilities focused on
best serving our customer, wherever and whenever she chooses to shop. We will continue to leverage our insight into
customer attributes and behavior, which will guide strategic investments in our business. For example, we plan to implement
technology to further fulfill customer demand, including ship from store to customer and order online for pickup in store.
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Enhance Product Assortment. We believe there is an opportunity to grow our business by selectively broadening and
enhancing our assortment in certain product categories, including our Pure Jill and Wearever sub-brands, our Women’s and
Petite’s businesses, and accessories. We also believe we have the opportunity to continue to optimize our assortment
architecture and productivity by delivering the right mix and flow of fashion and basics to our channels. In addition, we will
continue delivering high quality customer-focused product assortments across each of our channels, while strengthening
visual merchandising.
Marketing and Advertising
We leverage a variety of marketing and advertising vehicles to increase brand awareness, acquire new customers, drive
customer traffic across our channels, and strengthen and reinforce our brand image. These include our 24 annual catalog
editions, promotional mailings, email communications, digital and print advertisements and public relations initiatives. We
leverage our customer database to strategically optimize the value of our marketing investments across customer segments
and channels. This enables us to productively acquire new customers, effectively market to existing customers, increase
customer retention levels and reactivate lapsed customers.
Our catalogs, combined with an increased investment in online marketing, drive customer acquisition and engagement.
We reinforce a consistent brand message by coordinating the release of our monthly collection across our retail stores,
website and catalogs, allowing our customers to experience a uniform brand message wherever and whenever she chooses to
shop. We also engage in a wide range of other marketing and advertising strategies to promote our brand, including media
coverage in specialty publications and magazines.
We offer a private label credit card program through an agreement with Comenity Capital Bank (“ADS”), under which
they own the credit card receivables. All credit card holders receive invitations to exclusive customer events and promotions
including special purchase events three times per year, a special offer for her birthday, and a 5% discount when purchases are
made on the card. We promote the benefits of the credit card throughout our retail stores, our website and our catalogs
through banner ads, signage and customer service and selling associate representatives. Additionally, we leverage regional
print advertising to promote the card and its benefits to new and existing customers. We believe that our credit card program
encourages customer loyalty, repeat visits and additional spending. In fiscal year 2017, 55% of our gross sales were
generated by our credit card holders.
Sourcing and Supply Strategy
We outsource the manufacturing of our products. In order to efficiently source our products, we work primarily with
agents who represent suppliers and factories. In fiscal year 2017 approximately 82% of our products were sourced through
agents and 18% were sourced directly from suppliers and factories. We currently work with three primary agents that help us
identify quality suppliers and coordinate our manufacturing requirements. Additionally, the agents manage the development
of samples of merchandise produced in the factories, inspect finished merchandise, ensure the timely delivery of goods and
carry out other administrative and oversight functions on our behalf. We source the remainder of our products by interacting
directly with suppliers and factories both domestically and abroad.
Agents work with approximately 25 suppliers on our behalf. We source our merchandise globally from six countries
with the top three by volume including China, India and the Philippines. No single supplier accounts for more than 20% of
merchandise purchased.
We have no long-term merchandise supply contracts as we typically transact business on an order-by-order basis to
maintain flexibility. We believe our strong relationships with suppliers have provided us with the ability to negotiate
favorable pricing terms, further improving our overall cost structure and profitability. Our dedicated sourcing team actively
negotiates and manages product costs to deliver initial mark-up objectives. The team further focuses on quality control to
ensure that merchandise meets required technical specifications and inspects the merchandise to ensure it meets our strict
standards, including regular in-line inspections while goods are in production. Upon receipt, merchandise is further inspected
on a test basis for consistency in cut, size and color, as well as for conformity with specifications and overall quality of
manufacturing. Our sourcing team ensures that the customer has a consistent product and satisfying brand experience
regardless of product size, color or collection.
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Omnichannel Distribution and Customer Contact Center
We lease our 520,000 square foot state-of-the-art distribution and customer contact center in Tilton, New Hampshire.
The facility manages the receipt, storage, sorting, packing and distribution of merchandise for our retail and direct channels.
Retail stores are replenished at least twice a week from this facility and shipped by third-party delivery services, providing
our retail stores with a steady flow of new inventory that helps to maintain product freshness. Our distribution system is
designed to operate in a highly-efficient and cost-effective manner, including our ability to profitably support individual
direct orders which we believe differentiates ourselves from our competitors. In fiscal year 2017, the distribution center
handled 37 million units, split between 18 million retail (49%) and 19 million direct (51%), and we believe this facility is
sufficient to support our future growth.
The customer contact center is an extension of our brand, providing a consistent customer experience at every stage of
a purchase across all of our channels. In fiscal year 2017, we managed approximately 4.4 million customer interactions
through our in-house customer contact center in Tilton, New Hampshire. Our customer contact center is responsible for
nearly all live customer interactions, other than in retail stores, including order taking and further serves as an important
feedback loop in gathering customer responses to our brand, product and service. We continue to refine and improve our
contact center strategy and experience to support the constantly evolving digital landscape.
Information Systems
We use information systems to support business intelligence and processes across our sales channels. We continue to
invest in information systems and technology to enhance the customer experience and create operating efficiencies. We
utilize third-party providers for customer database and customer campaign management, ensuring efficient maintenance of
information in a secure, backed-up environment. In fiscal 2017, we migrated our website to a new platform and are
undertaking initiatives to improve the customers’ shopping experience and engagement. We also implemented a new
merchandise financial planning system that provides timely views of inventory ownership and adds pre-season and in-season
inventory management capabilities.
Seasonality
While the retail business is generally seasonal in nature, we have historically not experienced significant seasonal
fluctuations in our sales. Our merchandise offering drives consistent sales across seasons with no quarter contributing more
than 27% of total annual net sales in fiscal year 2017.
Competition
The women’s apparel industry is highly competitive. We compete with local, national and international retail chains
and department stores, specialty and discount stores, catalogs and internet businesses offering similar categories of
merchandise. We compete primarily on the basis of design, service, quality and value. We believe our distinct combination of
design, service, quality and value allows us to compete effectively and we believe we differentiate ourselves from
competitors based on the strength of our brand, our omnichannel platform, our strong data capabilities, our loyal customer
base, our customer-focused product assortment and our highly experienced leadership team. Our competitors range from
smaller, growing companies to considerably larger companies with substantially greater financial, marketing and other
resources.
Employees
As of February 3, 2018, we employed 1,501 full-time and 2,254 part-time employees. Of these employees, 386 are
employed in our headquarters in Quincy, Massachusetts, 2,884 are employed in our retail stores and 485 work in our
distribution and customer contact center and administrative office in Tilton, New Hampshire. The number of employees,
particularly part-time employees, fluctuates depending upon seasonal needs.
Our employees are not represented by a labor union and are not party to a collective bargaining agreement. We
consider our relations with our employees to be good.
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Intellectual Property
Our trademarks are important to our marketing efforts. We own or have the rights to use certain trademarks, service
marks and trade names that are registered with the U.S. Patent and Trademark Office or other foreign trademark registration
offices or exist under common law in the United States and other jurisdictions. Trademarks that are important in identifying
and distinguishing our products and services include, but are not limited to, J.Jill®, The J.Jill Wearever Collection® and Pure
Jill®. Our rights to some of these trademarks may be limited to select markets. We also own domain names, including
www.jjill.com.
Corporate Information
We were originally organized as Jill Intermediate LLC, a Delaware limited liability company, in February 2011. On
February 24, 2017, we completed transactions pursuant to which we converted into a Delaware corporation and changed our
name to J.Jill, Inc. Our principal executive office is located at 4 Batterymarch Park, Quincy, MA 02169, and our telephone
number is (617) 376-4300.
On May 8, 2015, an investment vehicle of investment funds affiliated with TowerBrook Capital Partners L.P.
(“TowerBrook”) acquired all of our outstanding equity interests through the newly formed entities JJill Holdings, Inc. (“JJill
Holdings”) and JJill Topco Holdings, LP (“JJill Topco Holdings”). We refer to such acquisition and the related financing
transactions as the “Acquisition.” See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations” for additional information.
Item 1A. Risk Factors
Risks Related to Our Business and Industry
Our business is sensitive to economic conditions and consumer spending.
We face numerous business risks relating to macroeconomic factors. The retail industry is cyclical and consumer
purchases of discretionary retail items, including our merchandise, generally decline during recessionary periods and other
times when disposable income is lower. Factors impacting discretionary consumer spending include general economic
conditions, wages and employment, consumer debt, reductions in net worth based on severe market declines, residential real
estate and mortgage markets, taxation, volatility of fuel and energy prices, interest rates, consumer confidence, political and
economic uncertainty and other macroeconomic factors. Deterioration in economic conditions or increasing unemployment
levels may reduce the level of consumer spending and inhibit consumers’ use of credit, which may adversely affect our
revenues and profits. In recessionary periods and other periods where disposable income is adversely affected, we may have
to increase the number of promotional sales or otherwise dispose of inventory for which we have previously paid to
manufacture, which could further adversely affect our profitability. It is difficult to predict when or for how long any of these
conditions can affect our business and a prolonged economic downturn could have a material adverse effect on our business,
financial condition and results of operations.
Our inability to anticipate and respond to changing customer preferences and shifts in fashion and industry trends in a
timely manner could have a material adverse effect on our business, financial condition and results of operations.
Our success largely depends on our ability to consistently gauge tastes and trends and provide a balanced assortment of
merchandise that satisfies customer demands in a timely manner. We enter into agreements to manufacture and purchase our
merchandise well in advance of the applicable selling season and our failure to anticipate, identify or react appropriately in a
timely manner to changes in customer preferences, tastes and trends and economic conditions could lead to, among other
things, missed opportunities, excess inventory or inventory shortages, markdowns and write-offs, all of which could
negatively impact our profitability and have a material adverse effect on our business, financial condition and results of
operations. Failure to respond to changing customer preferences and fashion trends could also negatively impact our brand
image with our customers and result in diminished brand loyalty.
Our inability to maintain our brand image, engage new and existing customers and gain market share could have a
material adverse effect on our growth strategy and our business, financial condition and results of operations.
Our ability to maintain our brand image and reputation is integral to our business, as well as the implementation of our
strategy to grow. Maintaining, promoting and growing our brand will depend largely on the success of our design,
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merchandising and marketing efforts and our ability to provide a consistent, high-quality customer experience. Our
reputation could be jeopardized if we fail to maintain high standards for merchandise quality and integrity and any negative
publicity about these types of concerns may reduce demand for our merchandise. While our brand enjoys a loyal customer
base, the success of our growth strategy depends, in part, on our ability to keep existing customers engaged as well as attract
new customers to shop our brand. If we experience damage to our reputation or loss of consumer confidence, we may not be
able to retain existing customers or acquire new customers, which could have a material adverse effect on our business,
financial condition and results of operations.
Our inability to manage our inventory levels and merchandise mix, including with respect to our omnichannel retail
operations, could have a material adverse effect on our business, financial condition and results of operations.
Customer demand is difficult to predict and the lead times required for a substantial portion of our merchandise make it
challenging to respond quickly to changes. Though we have the ability to source certain merchandise categories with shorter
lead times, we generally enter into contracts for a substantial portion of our merchandise well in advance of the applicable
selling season. Our business, financial condition and results of operations could be materially adversely affected if we are
unable to manage inventory levels and merchandise mix and respond to changes in customer demand patterns. Inventory
levels in excess of customer demand may result in lower than planned profitability. On the other hand, if we underestimate
demand for our merchandise, we may experience inventory shortages resulting in missed sales and lost revenues. Either of
these events could significantly affect our operating results and brand image and loyalty. Our profitability may also be
impacted by changes in our merchandise mix and changes in our pricing. These changes could have a material adverse effect
on our business, financial condition and results of operations.
In addition, our omnichannel operations create additional complexities in our ability to manage inventory levels, as
well as certain operational issues in stores and on our website, including timely shipping and returns. Accordingly, our
success depends to a large degree on continually evolving the processes and technology that enable us to plan and manage
inventory levels and fulfill orders, address any related operational issues in store and on our website and further align
channels to optimize our omnichannel operations. If we are unable to successfully manage these complexities, it may have a
material adverse effect on our business, financial condition and results of operations.
Competitive pressures from other retailers as well as adverse structural developments in the retail sector may have a
material adverse effect on our business, financial condition and results of operations.
The women’s apparel industry is highly competitive. We compete with local, national and international retail chains
and department stores, specialty and discount stores, catalogs and internet businesses offering similar categories of
merchandise. We face a variety of competitive challenges, including price pressure, anticipating and quickly responding to
changing customer demands or preferences, maintaining favorable brand recognition and effectively marketing our
merchandise to our customers in diverse demographic markets, sourcing merchandise efficiently and developing merchandise
assortments in styles that appeal to our customers in ways that favorably distinguish us from our competitors. In addition, the
internet and other new technologies facilitate competitive entry and comparison shopping. We strive to offer an omnichannel
shopping experience for our customers that enhances their shopping experiences. Omnichannel retailing is constantly
evolving and we must keep pace with changing customer expectations and new developments by our competitors.
Furthermore, many of our competitors have advantages over us, including substantially greater financial, marketing and other
resources. Increased levels of promotional activity by our competitors, some of whom may be able to adopt more aggressive
pricing policies than we can, both on our website and in stores, may negatively impact our sales and profitability. There can
be no assurances that we will be able to compete successfully with these companies in the future. In addition to competing
for sales, we compete for favorable store locations, lease terms and qualified sales associates and professional staff.
Increased competition in these areas may result in higher costs and reduced profitability, which could have a material adverse
effect on our business, financial condition and results of operations.
We may be unable to accurately forecast our operating results and growth rate, which may adversely affect our reported
results.
We may not be able to accurately forecast our operating results and growth rate. We use a variety of factors in our
forecasting and planning processes, including historical results, recent history and assessments of economic and market
conditions, among other things. The growth rates in sales and profitability that we have experienced historically may not be
sustainable as our active customer base expands and we achieve higher market penetration rates, and our percentage growth
rates may decrease. The growth of our sales and profitability depends on the continued growth of demand for the
merchandise we offer. A softening of demand, whether caused by changes in customer preferences or a weakening of the
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economy or other factors, may result in decreased net sales or growth. Furthermore, many of our expenses and investments
are fixed, and we may not be able to adjust our spending in a timely manner to compensate for any unexpected shortfall in
our net sales results. Failure to accurately forecast our operating results and growth rate could cause our actual results to be
materially lower than anticipated, and if our growth rates decline as a result, investors’ perceptions of our business may be
adversely affected, and the market price of our common stock could decline.
Our inability to successfully optimize our omnichannel operations and maintain a relevant and reliable omnichannel
experience for our customers could have an adverse effect on our growth strategy and our business, financial condition
and results of operations.
Growing our business through our omnichannel operations is key to our growth strategy. Our goal is to offer our
customers seamless access to our merchandise across our channels, including both our direct and retail channels.
Accordingly, our success depends on our ability to anticipate and implement innovations in sales and marketing strategies to
appeal to existing and potential customers who increasingly rely on multiple channels, such as E-commerce, to meet their
shopping needs. Failure to enhance our technology and marketing efforts to align with our customers’ developing shopping
preferences could significantly impair our ability to meet our strategic business and financial goals. If we do not successfully
optimize our omnichannel operations or if they do not achieve their intended objectives, it could have a material adverse
effect on our business, financial condition and results of operations.
We depend on our E-commerce business and failure to successfully manage this business and deliver a seamless
omnichannel shopping experience to our customers could have an adverse effect on our growth strategy and our business,
financial condition and results of operations.
Sales through our direct channel, of which our E-commerce business constitutes the vast majority, accounted for
approximately 43% of our total net sales for fiscal year 2017. Our business, financial condition and results of operations are
dependent on maintaining our E-commerce business and expanding this business is an important part of our strategy to grow
through our omnichannel operations. Dependence on our E-commerce business and the continued growth of our direct and
retail channels subjects us to certain risks, including:
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the failure to successfully implement new systems, system enhancements and internet platforms;
the failure of our technology infrastructure or the computer systems that operate our website and their related
support systems, causing, among other things, website downtimes, telecommunications issues or other technical
failures;
the reliance on third-party computer hardware/software providers;
rapid technological change;
liability for online content;
violations of federal, state, foreign or other applicable laws, including those relating to data protection;
credit card fraud;
cyber security and vulnerability to electronic break-ins and other similar disruptions; and
diversion of traffic and sales from our stores.
Our failure to successfully address and respond to these risks and uncertainties could negatively impact sales, increase
costs, diminish our growth prospects and damage the reputation of our brand, each of which could have a material adverse
effect on our business, financial condition and results of operations.
Our business depends on effective marketing and increasing customer traffic and the success of our direct channel
depends on customers’ use of our website and response to catalogs and digital marketing.
We have many initiatives in our marketing programs. If our competitors increase their spending on marketing, if our
marketing expenses increase, if our marketing becomes less effective than that of our competitors, or if we do not adequately
leverage technology and data analytics needed to generate concise competitive insight, we could experience a material
adverse effect on our business, financial condition and results of operations. A failure to sufficiently innovate or maintain
adequate and effective marketing strategies could inhibit our ability to maintain brand relevance and increase sales.
In particular, the level of customer traffic and volume of customer purchases through our direct channel, which
accounted for approximately 43% of our net sales for fiscal year 2017, is substantially dependent on our ability to provide a
content-rich and user-friendly website, widely distributed and informative catalogs, a fun, easy and hassle-free customer
experience and reliable delivery of our merchandise. If we are unable to maintain and increase customers’ use of our E-
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commerce platform, and the volume of purchases declines, our business, financial condition and results of operations could
be adversely affected.
Customer response to our catalogs and digital marketing is substantially dependent on merchandise assortment,
merchandise availability and creative presentation, as well as the selection of customers to whom our catalogs are sent and to
whom our digital marketing is directed, changes in mailing strategies and the size of our mailings. Our maintenance of a
robust customer database has also been a key component of our overall strategy. If the performance of our website, catalogs
and email declines, or if our overall marketing strategy is not successful, it could have a material adverse effect on our
business, financial condition and results of operations.
We occupy our stores under long-term leases, which are subject to future increases in occupancy costs and which we may
be unable to renew or may limit our flexibility to move to new locations.
We lease all of our store locations, our corporate headquarters and our distribution and customer contact center. We
typically occupy our stores under operating leases with terms of up to ten years, which may include options to renew for
additional multi-year periods thereafter. We depend on cash flow from operations to pay our lease expenses. If our business
does not generate sufficient cash flow from operating activities to fund these expenses, we may not be able to service our
lease expenses, which could materially harm our business. In the future, we may not be able to negotiate favorable lease
terms. Our inability to do so may cause our occupancy costs to be higher in future years or may force us to close stores in
desirable locations. If we are unable to renew our store leases, we may be forced to close or relocate a store, which could
subject us to significant construction and other costs. Closing a store, for even a brief period to permit relocation, would
reduce the revenue contribution of that store. Additionally, the revenue and profit, if any, generated at a relocated store may
not equal the revenue and profit generated at the previous location.
Long-term leases can limit our flexibility to move a store to a new location. Some of our leases have early cancellation
clauses, which permit the lease to be terminated if certain sales levels are not met in specific periods, whereas some of our
leases are non-cancelable. If an existing or future store is not profitable, and we have the right to close it, we may
nonetheless be committed to perform our obligations under the applicable lease including, among other things, paying the
base rent for the balance of the lease term. Moreover, even if a lease has an early cancellation clause, we may not satisfy the
contractual requirements for early cancellation under that lease. Our inability to enter into new leases or renew existing
leases on terms acceptable to us or be released from our obligations under leases for stores that we close could have a
material adverse effect on our business, financial condition and results of operations.
Our growth strategy depends in part on our ability to open and operate new retail stores on a profitable basis and if we are
not successful in implementing future retail store expansion, or if such new stores would negatively impact sales from our
existing stores or from our direct channel, our growth and profitability could be adversely impacted.
Our growth strategy depends in part on our ability to open and operate new retail stores on a profitable basis. We may
be unable to identify and open new retail locations in desirable places in the future. We compete with other retailers and
businesses for suitable retail locations. Local land use, local zoning issues, environmental regulations, governmental permits
and approvals and other regulations may affect our ability to find suitable retail locations and also influence the cost of
leasing them. We also may have difficulty negotiating real estate leases for new stores on acceptable terms. In addition,
construction, environmental, zoning and real estate delays may negatively affect retail location openings and increase costs
and capital expenditures. If we are unable to open new retail store locations in desirable places and on favorable terms, our
net sales and profits could be materially adversely affected.
As we expand our store base, our lease expense and our cash outlays for rent under the lease terms will increase. Such
growth will require that we continue to expand and improve our operating capabilities, including making investments in our
information technology and operational infrastructure, and expand, train and manage our employee base, and we may be
unable to do so. We primarily rely on cash flow generated from our operations to pay our lease expenses and to fund our
growth initiatives. It requires a significant investment to open a new retail store. If we open a large number of stores
relatively close in time, the cost of these retail store openings and lease expenses and the cost of continuing operations could
reduce our cash position. If our business does not generate sufficient cash flow from operating activities to fund these
expenses, we may not have sufficient cash available to address other aspects of our business or we may be unable to service
our lease expenses, which could materially harm our business.
As we increase the number of retail stores, our stores may become more highly concentrated in geographic regions we
already serve. As a result, the number of customers and related net sales at individual stores may decline and the payback
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period may be increased. The growth in the number of our retail stores could also draw customers away from our direct
business and if our competitors open stores with similar formats, our retail store format may become less unique and may be
less attractive to customers as a shopping destination. If either of these events occurs, our business, financial condition and
results of operations could be materially adversely affected.
There can be no assurances that we will be able to achieve our store expansion goals, nor can there be any assurances
that our newly opened stores will achieve revenue or profitability levels comparable to those of our existing stores in the time
periods estimated by us. In addition, the substantial management time and resources which our retail store expansion strategy
requires may result in disruption to our existing business operations which may decrease our profitability. If our stores fail to
achieve, or are unable to sustain, acceptable revenue, profitability and cash flow levels, we may incur store asset impairment
charges, significant costs associated with closing those stores or both, which could have a material adverse effect on our
business, financial condition and results of operations.
We rely on third-party service providers, such as Federal Express and the U.S. Postal Service, for the delivery of our
merchandise and our catalogs.
We primarily utilize Federal Express to support retail store shipping. We also use the U.S. Postal Service to deliver
millions of catalogs each year, and we depend on third parties to print and mail our catalogs. As a result, postal rate increases
and paper and printing costs will affect the cost of our catalog and promotional mailings. We rely on discounts from the
basic postal rate structure, such as discounts for bulk mailings and sorting. The operational and financial difficulties of the
U.S. Postal Service are well documented. Any significant and unanticipated increase in postage, shipping costs, reduction in
service, slow-down in delivery or increase in paper and printing costs could impair our ability to deliver merchandise and
catalogs in a timely or economically efficient manner and could adversely impact our profitability if we are unable to pass
such increases directly on to our customers or if we are unable to implement more efficient delivery and order fulfillment
systems, all of which could have a material adverse effect on our business, financial condition and results of operations.
Competitive pricing pressures with respect to shipping our merchandise to our customers may harm our business and
results of operations.
Historically, the shipping and handling fees we charge our direct customers are intended to recover the related shipping
and handling expenses. Online and omnichannel retailers are increasing their focus on delivery services, as customers are
increasingly seeking faster, guaranteed delivery times and low-price or free shipping. To remain competitive, we may be
required to offer discounted, free or other more competitive shipping options to our customers, which may result in declines
in our shipping and handling fees and increased shipping and handling expense. Declines in the shipping and handling fees
that we generate may have a material adverse effect on our profitability to the extent that our shipping and handling expense
is not declining proportionally, or if our shipping and handling expense would increase, which could have a material adverse
effect on our business, financial condition and results of operations.
We are subject to payment-related risks.
We accept payments using a variety of methods, including credit cards, debit cards, gift cards, cash and bank checks.
For existing and future payment methods we offer to our customers, we may become subject to additional regulations and
compliance requirements (including obligations to implement enhanced authentication processes that could result in
increased costs and reduce the ease of use of certain payment methods), as well as fraud. For certain payment methods,
including credit and debit cards, we pay interchange and other fees, which may increase over time, thereby raising our
operating costs and lowering profitability. We rely on third-party service providers for payment processing services,
including the processing of credit and debit cards. In each case, it could disrupt our business if these third-party service
providers become unwilling or unable to provide these services to us. We are also subject to payment card association
operating rules, including data security rules, certification requirements and rules governing electronic funds transfers, which
could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or
requirements, or if our data security systems are breached or compromised, we may be liable for card issuing banks’ and
others’ costs, subject to fines and higher transaction fees and/or lose our ability to accept credit and debit card payments from
our customers and process electronic funds transfers or facilitate other types of payments. Any of these developments could
have a material adverse effect on our business, financial condition and results of operations.
On October 1, 2015, under payment card industry standards, liability shifted for certain debit and credit card
transactions to retailers who do not accept Europay, MasterCard and Visa (“EMV”) chip technology transactions. In
response, we have completed the implementation of EMV chip technology in our stores as of fiscal year 2017.
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If we fail to acquire new customers in a cost-effective manner, it could have an adverse impact on our growth strategy as
we may not be able to increase net revenue or profit per active customer.
The success of our growth strategy depends in part on our ability to acquire new customers in a cost-effective manner.
In order to expand our active customer base, we must appeal to and acquire customers who identify with our brand. We have
made significant investments related to customer acquisition and expect to continue to spend significant amounts to acquire
additional customers. As our brand becomes more widely known in the market, future marketing campaigns may not result
in the acquisition of new customers at the same rate as past campaigns. There can be no assurances that the revenue from
new customers we acquire will ultimately exceed the cost of acquiring those customers.
We use paid and non-paid advertising. Our paid advertising includes catalogs, paid search engine marketing, email,
display and other advertising. Our non-paid advertising efforts include search engine optimization and social media. We
obtain a significant amount of traffic via search engines and, therefore, rely on search engines such as Google, Yahoo! and
Bing. Search engines frequently update and change the logic that determines the placement and display of results of a user’s
search, such that the purchased or algorithmic placement of links to our site can be negatively affected. A major search
engine could change its algorithms in a manner that negatively affects our paid or non-paid search ranking, and competitive
dynamics could impact the effectiveness of search engine marketing or search engine optimization. We also obtain traffic via
social networking websites or other channels used by our current and prospective customers. As E-commerce and social
networking continue to rapidly evolve, we must continue to establish relationships with these channels and may be unable to
develop or maintain these relationships on acceptable terms. Additionally, digital advertising costs may continue to rise and
as our usage of these channels expands, such costs may impact our ability to acquire new customers in a cost-effective
manner. If the level of usage of these channels by our active customer base does not grow as expected, we may suffer a
decline in customer growth or net sales. If we are unable to acquire new customers in a cost-effective manner, it could have a
material adverse effect on our business, financial condition and results of operations.
Interruptions in our foreign sourcing operations and the relationships with our suppliers and agents could disrupt
production, shipment or receipt of our merchandise, which would result in lost sales and increased costs.
We do not own or operate any manufacturing facilities and therefore depend upon independent third-party suppliers for
the manufacturing of all of our merchandise, primarily through the use of agents. In fiscal year 2017, approximately 82% of
our products were sourced through agents and 18% were sourced directly from suppliers and factories. Our merchandise is
manufactured to our specifications primarily by factories outside of the United States. Some of the factors that might affect a
supplier’s ability to ship orders of our merchandise in a timely manner or to meet our quality standards are outside of our
control, including inclement weather, natural disasters, political and financial instability, legal and regulatory developments,
strikes, health concerns regarding infectious diseases, and acts of terrorism. Inadequate labor conditions, health or safety
issues in the factories where goods are produced can negatively impact our brand’s reputation. Late delivery of merchandise
or delivery of merchandise that does not meet our quality standards could cause us to miss the delivery date requirements of
our customers or delay timely delivery of merchandise to our stores for those items. These events could cause us to fail to
meet customer expectations, cause our customers to cancel orders or cause us to be unable to deliver merchandise in
sufficient quantities or of sufficient quality to our stores, which could result in lost sales.
We have no long-term merchandise supply contracts as we typically transact business on an order-by-order basis. If
we are unable to maintain the relationships with our suppliers and agents and are unexpectedly required to change suppliers
or agents, or if a key supplier or agent is unable or unwilling to supply acceptable merchandise in sufficient quantities on
acceptable terms, we could experience a significant disruption in the supply of merchandise. We could also experience
operational difficulties with our suppliers, such as reductions in the availability of production capacity, supply chain
disruptions, errors in complying with merchandise specifications, insufficient quality control, shortages of fabrics or other
raw materials, failures to meet production deadlines or increases in manufacturing costs.
We source our imported merchandise from six countries with the top three by volume including China, India, and the
Philippines. Approximately 85% of our products were sourced in southeast Asia in fiscal year 2017. Any event causing a
sudden disruption of manufacturing or imports from Asia or elsewhere, including the imposition of additional import
restrictions, could materially harm our operations. Many of our imports are subject to existing or potential duties, tariffs or
quotas that may limit the quantity of certain types of goods that may be imported into the United States from countries in
Asia or elsewhere. We compete with other companies for production facilities and import quota capacity. While
substantially all of our foreign purchases of our merchandise are negotiated and paid for in U.S. dollars, the cost of our
merchandise may be affected by fluctuations in the value of relevant foreign currencies.
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In addition, we are engaging in growing the amount of production carried out in other developing countries. These
countries may present other risks with regard to infrastructure available to support manufacturing, labor and employee
relations, political and economic stability, corruption, regulatory, environmental, health and safety compliance. While we
endeavor to monitor and audit facilities where our production is done, any significant events with factories we use can
adversely impact our reputation, brand and product delivery.
Furthermore, many of our suppliers rely on working capital financing to support their operations. To the extent any of
our suppliers are unable to obtain adequate credit or their borrowing costs increase, we may experience delays in obtaining
merchandise, our suppliers increasing their prices or our suppliers modifying payment terms in a manner that is unfavorable
to us.
The failure of our suppliers to comply with our social compliance program requirements could have a material adverse
effect on our reputation, business, financial condition and results of operations.
We require our third-party suppliers to comply with all applicable laws and regulations, as well as our Terms of
Engagement-Commitment to Ethical Sourcing, which cover many areas, including labor, health, safety, environmental and
other legal standards. We monitor compliance with these standards using third-party monitoring firms. Although we have an
active program to provide training for our third-party suppliers and monitor their compliance with these standards, we do not
control the suppliers or their practices. Any failure of our third-party suppliers to comply with our ethical sourcing standards
or labor or other local laws in the country of manufacture, or the divergence of a third-party supplier’s labor practices from
those generally accepted as ethical in the United States, could disrupt the shipment of merchandise to our stores, force us to
locate alternative manufacturing sources, reduce demand for our merchandise, damage our reputation and/or expose us to
potential liability for their wrongdoings. Any of these events could have a material adverse effect on our reputation,
business, financial condition and results of operations.
We rely on third parties to provide services in connection with certain aspects of our business, and any failure by these
third parties to perform their obligations could have an adverse effect on our business, financial condition and results of
operations.
We have entered into agreements with third parties that include, but are not limited to, logistics services, information
technology systems (including hosting our website), servicing certain customer calls, software development and support,
catalog production, select marketing services, distribution and employee benefits servicing. Services provided by third-party
suppliers could be interrupted as a result of many factors, such as acts of nature or contract disputes. Any failure by a third
party to provide services for which we have contracted on a timely basis or within expected service level and performance
standards could result in a disruption of our business and have an adverse effect on our business, financial condition and
results of operations.
Increases in the demand for, or the price of, cotton and other raw materials used to manufacture our merchandise or
other fluctuations in sourcing or distribution costs could increase our costs and negatively impact our profitability.
We believe that we have strong supplier relationships, and we work continuously with our suppliers to manage cost
increases. Our overall profitability depends, in part, on the success of our ability to mitigate rising costs or shortages of raw
materials used to manufacture our merchandise. Cotton and other raw materials used to manufacture our merchandise are
subject to availability constraints and price volatility impacted by a number of factors, including supply and demand for
fabrics, weather, government regulations, economic climate and other unpredictable factors. In addition, our sourcing costs
may fluctuate due to labor conditions, transportation or freight costs, energy prices, currency fluctuations or other
unpredictable factors. The cost of labor at many of our third-party suppliers has been increasing in recent years, and we
believe it is unlikely that such cost pressures will abate.
Most of our merchandise is shipped from our suppliers by ocean vessel. If a disruption occurs in the operation of ports
through which our merchandise is imported, we may incur increased costs related to air freight or use of alternative ports.
Shipping by air is significantly more expensive than shipping by ocean and our margins and profitability could be reduced.
Shipping to alternative ports could also lead to delays in receipt of our merchandise. We rely on third-party shipping
companies to deliver our merchandise to us. Failures by these shipping companies to deliver our merchandise to us or lack of
capacity in the shipping industry could lead to delays in receipt of our merchandise or increased expense in the delivery of
our merchandise. Any of these developments could have a material adverse effect on our business, financial condition and
results of operations.
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Reductions in the volume of mall traffic or the closing of shopping malls as a result of changing economic conditions or
demographic patterns could significantly reduce our sales and leave us with unsold inventory.
A significant portion of our stores are currently located in shopping malls. Sales at stores located in malls are highly
dependent on the traffic in those malls and the ability of developers to generate traffic near our stores. In recent years, there
has been increased purchasing of merchandise online. This has adversely affected mall traffic. A continuation of this trend
could adversely impact the sales generated by our mall stores, which could have a material adverse effect on our business,
financial condition and results of operations.
Unseasonal or severe weather conditions may adversely affect our merchandise sales.
Our business is adversely affected by unseasonal weather conditions. Sales of certain seasonal apparel items are
dependent in part on the weather and may decline when weather conditions do not favor the use of this apparel. Severe
weather events may also impact our ability to supply our retail stores, deliver orders to customers on schedule and staff our
retail stores and distribution and customer contact center, which could have a material adverse effect on our business,
financial condition and results of operations.
Material damage to, or interruptions in, our information systems could have a material adverse effect on our business,
financial condition and results of operations, and we may be exposed to risks and costs associated with protecting the
integrity and security of our customers’ information.
We depend largely upon our information technology systems in the conduct of all aspects of our operations, including
to operate our website, process transactions, respond to customer inquiries, manage inventory, purchase, sell and ship goods
on a timely basis and maintain cost-efficient operations. Such systems are subject to damage or interruption from power
outages, computer and telecommunications failures, computer viruses, security breaches and natural disasters. Damage or
interruption to our information technology systems may require a significant investment to fix or replace the affected system,
and we may suffer interruptions in our operations in the interim. In addition, costs and potential problems and interruptions
associated with the implementation of new or upgraded systems and technology or with maintenance or adequate support of
existing systems could also disrupt or reduce the efficiency of our operations.
Additionally, a significant number of customer purchases across our omnichannel platform are made using credit cards,
and a significant number of our customer orders are placed through our website. We process, store and transmit large
amounts of data, including personal information, for our customers. From time to time, we may implement strategic
initiatives related to elevating our customer service experience, such as customer membership programs, where we collect
and maintain increasing amounts of customer data. We also handle and transmit sensitive information about our suppliers
and workforce, including social security numbers, bank account information and health and medical information. We depend
in part throughout our operations on the secure transmission of confidential information over public networks. In addition,
security breaches can also occur as a result of non-technical issues, including vandalism, catastrophic events and human
error. Our operations may further be impacted by security breaches that occur at third-party suppliers. Although we maintain
cyber-security insurance, there can be no assurances that our insurance coverage will be sufficient, or that insurance proceeds
will be paid to us in a timely manner.
States and the federal government have enacted additional laws and regulations to protect consumers against identity
theft, including laws governing treatment of personally identifiable information. As the data privacy and security laws and
regulations evolve, we may be subject to more extensive requirements to protect the customer information that we process in
connection with the purchases of our merchandise. There can be no assurances that we will be able to operate our operations
in accordance with Payment Card Industry Data Security Standards (PCI DSS), other industry recommended practices or
applicable laws and regulations or any future security standards or regulations, or that meeting those standards will in fact
prevent a data breach. These laws have increased the costs of doing business and, if we fail to implement appropriate
safeguards or we fail to detect and provide prompt notice of unauthorized access as required by some of these laws, we could
be subject to potential claims for damages and other remedies.
If a third party is able to circumvent our security measures, they could destroy or steal valuable information or disrupt
our operations. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and often
are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate
preventative measures. Any security breach could expose us to risks of data loss, fines, litigation and liability and could
seriously disrupt our operations and harm our reputation. In addition, we could be required to expend significant resources to
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change our business practices or modify our service offerings in connection with the protection of personally identifiable
information, which could have a material adverse effect on our business, financial condition and results of operations.
The impact of privacy breaches at service providers could also severely damage our business and reputation.
We rely heavily on technology services provided by third parties for the successful operation of our business, including
electronic messaging, digital marketing efforts and the collection and retention of customer data and associate information.
We also rely on third parties to process credit card transactions, perform E-commerce and social media activities and retain
data relating to our financial position and results of operations, strategic initiatives and other important information. The
facilities and systems of our third-party service providers may be vulnerable to cyber-security breaches, acts of vandalism,
computer viruses, misplaced or lost data, programming and/or human errors or other similar events. Any actual or perceived
misappropriation, loss or other unauthorized disclosure of confidential or personally identifiable information by our third-
party service providers could severely damage our reputation and our relationship with our customers, associates and
investors as well as expose us to risks of litigation, liability or other penalties, all of which could have a material adverse
effect on our business, financial condition and results of operations.
Our failure to comply with data protection laws and regulations could subject us to sanctions and damages and could
harm our reputation and business.
We collect and process personal data as part of our business. As a result, we are subject to U.S. data protection laws
and regulations at both the federal and state levels. The legislative and regulatory landscape for data protection continues to
evolve, and in recent years there has been an increasing focus on privacy and data security issues. The strategic use of our
customer data base, including interactions with our customers, marketing efforts and analysis of customer behavior, rely on
the collection, retention and use of customer data and may be affected by these laws and regulations and their interpretation
and enforcement. Alleged violations of laws, regulations or contractual obligations relating to privacy and data protection,
and any relevant claims, may expose us to potential liability, require us to expend significant resources in responding to and
defending such allegations and claims, and result in negative publicity and a loss of confidence in us by our customers, all of
which could have an adverse effect on our business, financial condition and results of operations. Further, it is unclear how
the laws and regulations relating to the collection, process and use of personal data will further develop in the United States,
and to what extent this may affect our operations in the future. Any failure to comply with data protection laws and
regulations, or future changes required to the way in which we use personal data, could have a material adverse effect on our
business, financial condition and results of operations.
Increased usage of social media poses reputational risks.
As use of social media becomes more prevalent, our susceptibility to risks related to social media increases. The
immediacy of social media precludes us from having real-time control over postings made regarding us via social media,
whether matters of fact or opinion. Information distributed via social media could result in immediate unfavorable publicity
for which we, like our competitors, do not have the ability to reverse. This unfavorable publicity could result in damage to
our reputation and therefore have a material adverse effect on our business, financial condition and results of operations.
We depend on our executive management and key personnel and may not be able to retain or replace these employees or
recruit additional qualified personnel, which could harm our business.
The loss of the services of any of our senior executives could have a material adverse effect on our business, financial
condition and results of operations, as we may not be able to find suitable management personnel to replace departing
executives on a timely basis. In addition, as our business expands, we believe that our future success will depend greatly on
our continued ability to attract and retain highly skilled and qualified personnel. There is a high level of competition for
personnel in the retail industry. Our inability to meet our staffing requirements in the future could impair our ability to
increase revenue and could otherwise harm our business.
Our failure to find store employees that reflect our brand image and embody our culture could adversely affect our
business, financial condition and results of operations.
Our success depends in part upon our ability to attract, motivate and retain a sufficient number of store employees,
including store managers, who understand and appreciate our culture and customers, and are able to adequately and
effectively represent this culture and establish credibility with our customers. The store employee turnover rate in the retail
industry is generally high. Labor shortages and excessive store employee turnover will result in higher employee costs
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associated with finding, hiring and training new store employees. If we are unable to hire and retain store personnel capable
of consistently providing a high level of customer service, our ability to open new stores and operate existing stores may be
impaired and our performance and brand image may be negatively impacted. Competition for such qualified individuals and
wage increases by other retailers could require us to pay higher wages to attract a sufficient number of employees. We are
also dependent upon temporary personnel to adequately staff our stores and distribution and customer contact center, with
heightened dependence during busy periods such as the holiday season. There can be no assurances that there will be
sufficient sources of suitable temporary personnel to meet our demand. Any such failure to meet our staffing needs or any
material increases in employee turnover rates could have a material adverse effect on our business, financial condition and
results of operations.
Labor organizing and other activities could negatively impact us.
Currently, none of our employees are represented by a union. However, our employees have the right at any time to
form or affiliate with a union. Such organizing activities could lead to work slowdowns or stoppages, which could lead to
disruption in our operations and increases in our labor costs, either of which could materially adversely affect our business,
financial condition and results of operations.
Increases in labor costs, including wages, could adversely affect our business, financial condition and results of
operations.
The labor costs associated with our retail stores and our distribution and customer contact center are subject to many
external factors, including unemployment levels, prevailing wage rates, minimum wage laws, potential collective bargaining
arrangements, health insurance costs and other insurance costs and changes in employment and labor legislation or other
workplace regulation. From time to time, legislative proposals are made to increase the federal minimum wage in the United
States, as well as the minimum wage in a number of individual states and municipalities, and to reform entitlement programs,
such as health insurance and paid leave programs. As minimum wage rates increase or related laws and regulations change,
our labor costs may increase. Any increase in the cost of our labor could have an adverse effect on our business, financial
condition and results of operations or if we fail to pay such higher wages we could suffer increased employee turnover.
Increases in labor costs could force us to increase prices, which could adversely impact our sales. If competitive pressures or
other factors prevent us from offsetting increased labor costs by increases in prices, our profitability may decline and could
have a material adverse effect on our business, financial condition and results of operations.
We could be materially and adversely affected if our distribution and customer contact center is damaged or closed or if its
operations are diminished.
Our distribution and customer contact center is located in Tilton, New Hampshire. The distribution center manages the
receipt, storage, sorting, packing and distribution of merchandise to our stores and to our direct customers. Independent
third-party transportation companies then deliver merchandise from the distribution center to our stores or direct to our
customers. The customer contact center handles all customer interactions, other than those in retail stores, including phone
sales orders and service calls, emails and internet contacts. Any significant interruption in the operations of our Tilton
distribution and customer contact center, our third-party distribution, fulfillment or transportation providers, for any reason,
including natural disasters, accidents, inclement weather, technology system failures, work stoppages, slowdowns or strikes
or other unforeseen events and circumstances, could delay or impair our ability to receive orders and to distribute
merchandise to our stores and/or our customers. This could lead to inventory issues, increased costs, lower sales and a loss of
loyalty to our brand, among other things, which could adversely affect our business, financial condition and results of
operations.
Inventory shrinkage could have a material adverse effect on our business, financial condition and results of operations.
We are subject to the risk of inventory loss and theft. Although our inventory shrinkage rates have not been material,
or fluctuated significantly in recent years, there can be no assurances that actual rates of inventory loss and theft in the future
will be within our estimates or that the measures we are taking will effectively reduce inventory shrinkage. Although some
level of inventory shrinkage is an unavoidable cost of doing business, if we were to experience higher rates of inventory
shrinkage or incur increased security costs to combat inventory theft, it could have a material adverse effect on our business,
financial condition and results of operations.
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We may be unable to protect our trademarks and other intellectual property rights.
We believe that our trademarks and service marks are important to our success and our competitive position due to
their name recognition with our customers. We devote substantial resources to the establishment and protection of our
trademarks and service marks. We are not aware of any valid claims of infringement or challenges to our right to use any of
our trademarks and service marks. Nevertheless, there can be no assurances that the actions we have taken to establish and
protect our trademarks and service marks will be adequate to prevent imitation of our merchandise by others or to prevent
others from seeking to block sales of our merchandise as a violation of the trademarks, service marks and intellectual
property of others. Also, others may assert rights in, or ownership of, our trademarks and other intellectual property and we
may not be able to successfully resolve these types of conflicts to our satisfaction.
We may be subject to liability if we infringe upon the intellectual property rights of third parties.
Third parties may sue us for alleged infringement of their proprietary rights. The party claiming infringement might
have greater resources than we do to pursue its claims, and we could be forced to incur substantial costs and devote
significant management resources to defend against such litigation. If the party claiming infringement were to prevail, we
could be forced to discontinue the use of the related trademark or design and/or pay significant damages or enter into
expensive royalty or licensing arrangements with the prevailing party, assuming these royalty or licensing arrangements are
available at all on an economically feasible basis, which they may not be. We could also be required to pay substantial
damages. Such infringement claims could harm our brand. In addition, any payments we are required to make and any
injunction we are required to comply with as a result of such infringement could have a material adverse effect on our
business, financial condition and results of operations.
We are subject to laws and regulations in the jurisdictions in which we operate and changes to the regulatory environment
in which we operate or failure to comply with applicable laws and regulations could adversely affect our business,
financial condition and results of operations.
Our business requires compliance with many laws and regulations in the United States and abroad, including, without
limitation, labor and employment, tax, environmental, privacy, anti-bribery laws and regulations, trade laws and customs,
truth-in-advertising, E-commerce, consumer protection and zoning and occupancy laws and ordinances that regulate retailers
generally and/or govern the importation, promotion and sale of merchandise and the operation of stores and warehouse
facilities. In addition, in the future, there may be new legal or regulatory requirements or more stringent interpretations of
applicable requirements, which could increase the complexity of the regulatory environment in which we operate and the
related cost of compliance. While it is our policy and practice to comply with all legal and regulatory requirements and our
procedures and internal controls are designed to ensure such compliance, failure to achieve compliance could subject us to
lawsuits and other proceedings, and could also lead to damage awards, fines and penalties. Litigation matters may include,
among other things, government and agency investigations, employment, commercial, intellectual property, tort, advertising
and stockholder claims. We cannot predict with certainty the outcomes of these legal proceedings and other contingencies.
The outcome of some of these legal proceedings, audits and other contingencies could require us to take, or refrain from
taking, actions which could negatively affect our operations or require us to pay substantial amounts of money adversely
affecting our business, financial condition and results of operations. Even a claim of an alleged violation of applicable laws
or regulations could negatively affect our reputation. Additionally, defending against these lawsuits and proceedings may be
necessary, which could result in substantial costs and diversion of management’s attention and resources, causing a material
adverse effect on our business, financial condition and results of operations. Any pending or future legal proceedings and
audits could have a material adverse effect on our business, financial condition and results of operations.
Changes in tax laws and regulations or in our operations may impact our effective tax rate and may adversely affect our
business, financial condition and operating results.
Changes in tax laws in any of the multiple jurisdictions in which we operate, or adverse outcomes from tax audits that
we may be subject to in any of the jurisdictions in which we operate, could result in an unfavorable change in our effective
tax rate, which could adversely affect our business, financial condition and operating results.
Additionally, the current U.S. administration has publicly supported changes with respect to tax and trade policies,
tariffs and government regulations affecting trade between the U.S. and other countries. We source the majority of our
merchandise from manufacturers located outside of the U.S., including a significant amount from Asia. Major developments
in tax policy or trade relations, such as the disallowance of tax deductions for imported merchandise or the imposition of
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unilateral tariffs on imported products, could have a material adverse effect on our business, results of operations and
liquidity.
The recently enacted comprehensive U.S. tax reform legislation could adversely affect our business, financial condition
and results of operations.
On December 22, 2017, the U.S. Tax Cuts and Jobs Act was enacted that significantly revises the Internal Revenue
Code of 1986, as amended. The newly enacted federal income tax law contains significant changes to corporate taxation,
including but not limited to, a reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, a
limitation of the tax deduction for interest expense to 30% of adjusted earnings (except for certain small businesses),
elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new
investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions
and credits. Notwithstanding the reduction in the corporate income tax rate, it is unclear how certain provisions of the new
federal tax law will be applied absent further legislative clarification and guidance. In addition, it is uncertain if and to what
extent various states will conform to the newly enacted federal tax law. These uncertainties and the ultimate interpretation of
the federal provisions may adversely affect our business, financial condition and results of operations.
War, terrorism, civil unrest or other violence may negatively impact availability of merchandise and/or otherwise
adversely impact our business.
In the event of war, terrorism, civil unrest or other violence, our ability to obtain merchandise available for sale in our
stores or on our websites may be negatively impacted. A substantial portion of our merchandise is imported from other
countries, see “—Interruptions in our foreign sourcing operations and the relationships with our suppliers and agents could
disrupt production, shipment or receipt of our merchandise, which would result in lost sales and could increase our costs.” If
commercial transportation is curtailed or substantially delayed, our business may be adversely impacted, as we may have
difficulty shipping merchandise to our distribution and customer contact center and stores, as well as fulfilling catalog and
website orders. In addition, our stores are located in public areas where large numbers of people typically gather. Terrorist
attacks, threats of terrorist attacks or civil unrest involving public areas could cause people not to visit areas where our stores
are located. Other types of violence in malls or in other public areas could lead to lower customer traffic in areas in which we
operate stores. If any of these events were to occur, we may be required to suspend operations in some or all of our stores,
which could have a material adverse effect on our business, financial condition and results of operations.
The terms of our term loan credit agreement and asset-based revolving credit facility restrict our operational and financial
flexibility, which could adversely affect our ability to respond to changes in our business and to manage our operations.
Our term loan credit agreement, dated as of May 8, 2015, by and among Jill Holdings LLC, Jill Acquisition LLC, a
wholly-owned subsidiary of us, the various lenders party thereto and Jefferies Finance LLC as the administrative agent, as
amended on May 27, 2016 by Amendment No. 1 thereto (the “Term Loan”) and our ABL credit agreement, dated as of May
8, 2015, by and among Jill Holdings LLC, Jill Acquisition LLC, certain subsidiaries from time to time party thereto, the
lenders party thereto and CIT Finance LLC as the administrative agent and collateral agent, as amended on May 27, 2016 by
Amendment No. 1 thereto (the “ABL Facility” and, together with the Term Loan, the “Credit Agreements”), contain, and any
additional debt financing we may incur would likely contain, covenants that restrict our operations, including limitations on
our ability to grant liens, incur additional debt, pay dividends, cause our subsidiaries to pay dividends to us, make certain
investments and engage in certain merger, consolidation or asset sale transactions. A failure by us to comply with the
covenants or financial ratios contained in our Credit Agreements could result in an event of default, which could adversely
affect our ability to respond to changes in our business and manage our operations. Upon the occurrence of an event of
default, the lenders could elect to declare all amounts outstanding to be due and payable and exercise other remedies as set
forth in our Credit Agreements. If the indebtedness under our Credit Agreements were to be accelerated, our future financial
condition could be materially adversely affected. See “Management’s Discussion and Analysis of Financial Condition and
Results of Operations—Liquidity and Capital Resources—Credit Facilities.”
Changes to estimates related to our property, fixtures and equipment or operating results that are lower than our current
estimates at certain store locations may cause us to incur impairment charges on certain long-lived assets, which may
adversely affect our results of operations.
In accordance with accounting guidance as it relates to the impairment of long-lived assets, we make certain estimates
and projections with regard to individual store operations, as well as our overall performance, in connection with our
impairment analyses for long-lived assets. When impairment triggers are deemed to exist for any location, the estimated
undiscounted future cash flows are compared to its carrying value. If the carrying value exceeds the undiscounted cash
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flows, an impairment charge equal to the difference between the carrying value and the fair value is recorded. The
projections of future cash flows used in these analyses require the use of judgment and a number of estimates and projections
of future operating results. If actual results differ from our estimates, additional charges for asset impairments may be
required in the future. If future impairment charges are significant, our reported operating results would be adversely
affected.
Goodwill and identifiable intangible assets represent a significant portion of our total assets and any impairment of these
assets could adversely affect our results of operations.
Our goodwill and indefinite-lived intangible assets, which consist of goodwill from the Acquisition, and our trade
name, represented a significant portion of our total assets as of February 3, 2018. Accounting rules require the evaluation of
our goodwill and indefinite-lived intangible assets for impairment at least annually, or more frequently when events or
changes in circumstances indicate that the carrying value of such assets may not be recoverable. Such indicators are based on
market conditions and the operational performance of our business.
To test goodwill for impairment, we may initially use a qualitative approach 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 our 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. We also have the option to bypass the qualitative assessment and proceed directly to the quantitative
assessment. The quantitative assessment requires comparing the fair value of a reporting unit to its carrying value, including
goodwill. We estimate the fair value of reporting units 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. The estimates of fair value of
reporting units are based on the best information available as of the date of the assessment. 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.
To test our other indefinite-lived assets for impairment, which consists of our trade name, we determine the fair value
of our trade name using the relief-from-royalty method, which estimates the present value of royalty income that could be
hypothetically earned by licensing the brand name to a third party over the remaining useful life. If in conducting an
impairment evaluation we determine that the carrying value of an asset exceeded its fair value, we would be required to
record a non-cash impairment charge for the difference between the carrying value and the fair value of the asset. If a
significant amount of our goodwill and identifiable intangible assets were deemed to be impaired, our business, financial
condition and results of operations could be materially adversely affected.
Changes in accounting standards and subjective assumptions, estimates and judgments by management related to
complex accounting matters could significantly affect our financial results or financial condition.
Generally accepted accounting principles and related accounting pronouncements, implementation guidelines and
interpretations with regard to a wide range of matters that are relevant to our business, including but not limited to revenue
recognition, business combinations, impairment of goodwill, indefinite-lived intangible assets and long-lived assets,
inventory and equity-based compensation, are highly complex and involve many subjective assumptions, estimates and
judgments. Changes in these rules or their interpretation or changes in underlying assumptions, estimates or judgments could
significantly change our reported or expected financial performance or financial condition.
Changes in lease accounting standards may materially and adversely affect us.
The Financial Accounting Standards Board, or FASB, recently adopted new accounting rules, to be effective for our
fiscal year beginning after December 2018 that will require companies to capitalize all leases on their balance sheets by
recognizing a lessee’s rights and obligations. When the rules are effective, we will be required to account for the leases for
stores as assets and liabilities on our balance sheet, where previously we accounted for such leases on an “off balance sheet”
basis. As a result, a significant amount of lease related assets and liabilities will be recorded on our balance sheet and we
may be required to make other changes to the recording and classification of our lease related expenses. Though these
changes will not have any direct impact on our overall financial condition, these changes could cause investors or others to
believe that we are highly leveraged and could change the calculations of financial metrics and covenants under our debt
facilities, as well as third-party financial models regarding our financial condition.
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Risks Related to Ownership of Our Common Stock
We are an “emerging growth company,” and are taking advantage of reduced disclosure requirements applicable to
“emerging growth companies,” which could make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act,
and, for as long as we continue to be an “emerging growth company,” we intend to take advantage of certain exemptions
from various reporting requirements applicable to other public companies but not to “emerging growth companies.” These
exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-
Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder
approval of any golden parachute payments not previously approved. We could be an “emerging growth company” for up to
five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.07
billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would
occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day
of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-
convertible debt during the preceding three-year period. We cannot predict if investors will find our common stock less
attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result of any
choices to reduce future disclosure, there may be a less active trading market for our common stock and our stock price may
be more volatile.
We will incur significantly increased costs and devote substantial management time as a result of operating as a public
company particularly after we are no longer an “emerging growth company.”
As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private
company. For example, we are required to comply with certain of the requirements of the Sarbanes-Oxley Act and the Dodd-
Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations subsequently implemented by the
Securities and Exchange Commission, and the NYSE, our stock exchange, including the establishment and maintenance of
effective disclosure and financial controls and changes in corporate governance practices. We expect that compliance with
these requirements will increase our legal and financial compliance costs and will make some activities more time consuming
and costly. In addition, we expect that our management and other personnel will need to divert attention from operational
and other business matters to devote substantial time to these public company requirements. In particular, we expect to incur
significant expenses and devote substantial management effort toward ensuring compliance with the requirements of the
Sarbanes-Oxley Act.
However, for as long as we remain an “emerging growth company” as defined in the JOBS Act, we intend to take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are
not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in
our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on
executive compensation and stockholder approval of any golden parachute payments not previously approved. We intend to
take advantage of these reporting exemptions until we are no longer an “emerging growth company.”
Under the JOBS Act, “emerging growth companies” can delay adopting new or revised accounting standards until such
time as those standards apply to private companies. We have elected to avail ourselves of this exemption from new or
revised accounting standards and, therefore, while we are an “emerging growth company” we will not be subject to new or
revised accounting standards at the same time that they become applicable to other public companies that are not “emerging
growth companies”. Accordingly, we will incur additional costs in connections with complying with the accounting standards
applicable to public companies at such time or times as they become applicable to us.
After we are no longer an “emerging growth company,” we expect to incur additional management time and cost to
comply with the more stringent reporting requirements applicable to companies that are deemed accelerated filers or large
accelerated filers, including complying with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.
We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company
or the timing of such costs.
23
If we are unable to design, implement and maintain effective internal controls in accordance with Section 404 of the
Sarbanes-Oxley Act, it could have a material adverse effect on our business and stock price.
As a public company, we have significant requirements for enhanced financial reporting and internal controls. The
process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react
to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a
system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to
maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting
obligations on a timely basis, result in material misstatements in our consolidated financial statements and harm our operating
results. In addition, we are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management
on, among other things, the effectiveness of our internal control over financial reporting. This assessment includes disclosure
of any material weaknesses identified by our management in our internal control over financial reporting. Testing and
maintaining internal controls may divert our management’s attention from other matters that are important to our business.
We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in
accordance with Section 404 of the Sarbanes-Oxley Act.
We are a “controlled company” within the meaning of the NYSE rules and, as a result, qualify for and intend to rely on
exemptions from certain corporate governance requirements.
TowerBrook controls a majority of the voting power of our outstanding voting stock, and as a result we are a controlled
company within the meaning of the NYSE corporate governance standards. Under the NYSE rules, a company of which
more than 50% of the voting power is held by another person or group of persons acting together is a controlled company and
may elect not to comply with certain corporate governance requirements, including the requirements that:
•
•
•
•
a majority of the board of directors consist of independent directors;
the nominating and corporate governance committee be composed entirely of independent directors with a
written charter addressing the committee’s purpose and responsibilities;
the compensation committee be composed entirely of independent directors with a written charter addressing the
committee’s purpose and responsibilities; and
there be an annual performance evaluation of the nominating and corporate governance and compensation
committees.
These requirements do not apply to us as long as we remain a controlled company. Accordingly, you may not have the
same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the
NYSE.
We continue to be controlled by TowerBrook, and TowerBrook’s interests may conflict with our interests and the interests
of other stockholders.
TowerBrook owns approximately 59% of our common stock. As a result, TowerBrook will have effective control over
the outcome of votes on all matters requiring approval by our stockholders, including entering into significant corporate
transactions such as mergers, tender offers and the sale of all or substantially all of our assets and issuance of additional debt
or equity. In addition, as long as TowerBrook beneficially owns at least 50% of our common stock, a Stockholders
Agreement provides TowerBrook with veto rights with respect to certain material matters. The interests of TowerBrook and
its affiliates could conflict with or differ from our interests or the interests of our other stockholders. For example, the
concentration of ownership held by TowerBrook could delay, defer or prevent a change of control of our company or impede
a merger, takeover or other business combination which may otherwise be favorable for us. Additionally, TowerBrook is in
the business of making investments in companies and may, from time to time, acquire and hold interests in businesses that
compete, directly or indirectly with us. TowerBrook may also pursue acquisition opportunities that may be complementary
to our business, and as a result, those acquisition opportunities may not be available to us. So long as TowerBrook continues
to directly or indirectly own a significant amount of our equity, even if such amount is less than 50%, TowerBrook will
continue to be able to substantially influence or effectively control our ability to enter into corporate transactions.
Our certificate of incorporation contains a provision renouncing our interest and expectancy in certain corporate
opportunities.
Our certificate of incorporation provides for the allocation of certain corporate opportunities between us and
TowerBrook. Under these provisions, neither TowerBrook, its portfolio companies, funds or other affiliates, nor any of their
officers, directors, agents, stockholders, members or partners have any duty to refrain from engaging, directly or indirectly, in
24
the same business activities, similar business activities or lines of business in which we operate. For instance, a director of
our company who also serves as a director, officer, partner or employee of TowerBrook or any of its portfolio companies,
funds or other affiliates may pursue certain acquisitions or other opportunities that may be complementary to our business
and, as a result, such acquisition or other opportunities may not be available to us. These potential conflicts of interest could
have a material adverse effect on our business, financial condition, results of operations or prospects if attractive corporate
opportunities are allocated by TowerBrook to itself or its portfolio companies, funds or other affiliates instead of to us.
Provisions in our organizational documents and Delaware law may discourage our acquisition by a third party.
Our certificate of incorporation authorizes our board of directors to issue preferred stock without stockholder approval.
If the board of directors elects to issue preferred stock, it could be more difficult for a third party to acquire us. In addition,
some provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control
of us, even if the change of control would be beneficial to our stockholders.
Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”) affects the ability of an “interested
stockholder” to engage in certain business combinations, for a period of three years following the time that the stockholder
becomes an “interested stockholder.” We have elected in our certificate of incorporation not to be subject to Section 203 of
the DGCL. Nevertheless, our certificate of incorporation contains provisions that have the same effect as Section 203 of the
DGCL, except that it provides that affiliates of TowerBrook and their transferees will not be deemed to be “interested
stockholders,” regardless of the percentage of our voting stock owned by them, and will therefore not be subject to such
restrictions. These charter provisions may limit the ability of third parties to acquire control of our company.
We are a holding company and rely on dividends, distributions and other payments, advances and transfers of funds from
our subsidiaries to meet our obligations.
We are a holding company that does not conduct any business operations of our own. As a result, we are largely
dependent upon cash dividends and distributions and other transfers from our subsidiaries to meet our obligations. The
agreements governing the indebtedness of our subsidiaries impose restrictions on our subsidiaries’ ability to pay dividends or
other distributions to us. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Liquidity and Capital Resources—Credit Facilities.” The deterioration of the earnings from, or other available assets of, our
subsidiaries for any reason could also limit or impair their ability to pay dividends or other distributions to us.
Future sales of our common stock in the public market, or the perception in the public market that such sales may occur,
could reduce our stock price.
We have 43,752,790 outstanding shares of common stock. The number of outstanding shares of common stock
includes 31,172,577 shares, including shares controlled by TowerBrook, that are “restricted securities,” as defined under Rule
144 under the Securities Act of 1933, as amended (the “Securities Act”), and eligible for sale in the public market subject to
the requirements of Rule 144. Sales of significant amounts of stock in the public market could adversely affect prevailing
market prices of our common stock.
There can be no assurances that a viable public market for our common stock will be maintained.
An active, liquid and orderly trading market for our common stock may not be maintained. Active, liquid and orderly
trading markets usually result in less price volatility and more efficiency in carrying out investors’ purchase and sale orders.
We cannot predict the extent to which investor interest in our common stock will lead to the maintenance of an active trading
market on the NYSE or otherwise or how liquid that market might continue to be. If an active public market for our common
stock is not sustained, it may be difficult for you to sell your shares at a price that is attractive to you or at all.
25
Our stock price has been and may continue to be volatile.
The market price of our common stock could vary significantly as a result of a number of factors, some of which are
beyond our control. In the event of a drop in the market price of our common stock, you could lose a substantial part or all of
your investment in our common stock. The following factors could affect our stock price:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
our operating and financial performance;
quarterly variations in the rate of growth (if any) of our financial indicators, such as net income per share, net
income and revenues;
the public reaction to our press releases, our other public announcements and our filings with the SEC;
strategic actions by our competitors;
changes in operating performance and the stock market valuations of other companies;
announcements related to litigation;
our failure to meet revenue or earnings estimates made by research analysts or other investors;
changes in revenue or earnings estimates, or changes in recommendations or withdrawal of research coverage, by
equity research analysts;
speculation in the press or investment community;
sales of our common stock by us or our stockholders, or the perception that such sales may occur;
changes in accounting principles, policies, guidance, interpretations or standards;
additions or departures of key management personnel;
actions by our stockholders;
general market conditions;
domestic and international economic, legal and regulatory factors unrelated to our performance; and
the realization of any risks described under this “Risk Factors” section, or other risks that may materialize in the
future.
The stock markets in general have experienced extreme volatility that has often been unrelated to the operating
performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common
stock. Securities class action litigation has often been instituted against companies following periods of volatility in the
overall market and in the market price of a company’s securities. Beginning in October 2017, we, certain of our officers and
directors, and the underwriters of our initial public offering were named as defendants in securities class actions purportedly
brought on behalf of purchasers of our common stock. This litigation and any future securities class actions, if instituted
against us, could result in very substantial costs, divert our management’s attention and resources and harm our business,
financial condition and results of operations.
If securities or industry analysts do not publish research or reports about our business or publish negative reports, our
stock price could decline.
The trading market for our common stock will be influenced by the research and reports that industry or securities
analysts publish about us or our business. If one or more of these analysts cease coverage of our company or fail to publish
reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading
volume to decline. Moreover, if one or more of the analysts who cover our company downgrades our common stock or if our
operating results do not meet their expectations, our stock price could decline.
The issuance by us of additional shares of common stock or convertible securities may dilute your ownership of us and
could adversely affect our stock price.
We have filed a registration statement with the SEC on Form S-8 providing for the registration of 2,237,303 shares of
our common stock issued or reserved for issuance under our long-term incentive plan. Subject to the satisfaction of vesting
conditions and the expiration of lock-up agreements, shares registered under the registration statement on Form S-8 will be
available for resale immediately in the public market without restriction. From time to time in the future, we may also issue
additional shares of our common stock or securities convertible into common stock pursuant to a variety of transactions,
including acquisitions. The issuance by us of additional shares of our common stock or securities convertible into our
common stock would dilute your ownership of us and the sale of a significant amount of such shares in the public market
could adversely affect prevailing market prices of our common stock.
26
We may issue preferred stock whose terms could adversely affect the voting power or value of our common stock.
Our certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or
series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our
common stock respecting dividends and distributions, as our board of directors may determine. The terms of one or more
classes or series of preferred stock could adversely impact the voting power or value of our common stock. For example, we
might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of
specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation
preferences we might assign to holders of preferred stock could affect the residual value of the common stock.
Our designation of the Delaware Court of Chancery as the exclusive forum for certain types of stockholder legal
proceedings could limit our stockholders’ ability to obtain a more favorable forum.
Our certificate of incorporation provides that unless we consent in writing to the selection of an alternative forum, the
Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive
forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a
fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting
a claim arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws or (iv) any action
asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of
Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Any person or entity
purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented
to, the provisions of our certificate of incorporation described in the preceding sentence. This choice of forum provision may
limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors,
officers, employees or agents, which may discourage such lawsuits against us and such persons. See “Description of Capital
Stock—Forum Selection.” Alternatively, if a court were to find these provisions of our certificate of incorporation
inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur
additional costs that we do not currently anticipate associated with resolving such matters in other jurisdictions, which could
adversely affect our business, financial condition and results of operations.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
We are headquartered in Quincy, Massachusetts. Our principal executive offices are leased under a lease agreement
expiring in December 2026, with options to renew thereafter. Our 520,000 square foot distribution and customer contact
center, located in Tilton, New Hampshire, supports both our retail and direct channels and is leased under a lease agreement
expiring in September 2030, with options to renew thereafter. We consider these properties to be in good condition and
believe that our facilities are adequate for operations and provide sufficient capacity to meet our anticipated future
requirements.
As of February 3, 2018, we operated 276 stores in 42 states. Of these stores, approximately half located in lifestyle
centers and half in premium malls. The average size of our stores is approximately 3,700 square feet. All of our retail stores
are leased from third parties and new stores historically have had terms of ten years. The average remaining lease term is 5.2
years. A portion of our leases have options to renew for periods up to five years. Generally, store leases contain standard
provisions concerning the payment of rent, events of default and the rights and obligations of each party. Rent due under the
leases is generally comprised of annual base rent plus a contingent rent payment based on the store’s sales in excess of a
specified threshold. Some of the leases also contain early termination options, which can be exercised by us or the landlord
under certain conditions. The leases also generally require us to pay real estate taxes, insurance and certain common area
costs. We renegotiate with landlords to obtain more favorable terms as opportunities arise.
27
The current terms of our leases expire as follows:
Fiscal Years Lease Terms Expire
2017 – 2019
2020 – 2022
2023 – 2025
2026 and later
Number of Stores
66
79
74
57
The table below sets forth the number of retail stores by state that we operated as of February 3, 2018.
State
Alabama
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
Florida
Georgia
Idaho
Illinois
Indiana
Iowa
Kansas
Number
of Stores
State
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
5
6
3
29
7
8
1
12
10
1
16
2
3
2
Number
of Stores
State
New York
North Carolina
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
Tennessee
Texas
Utah
Virginia
Washington
Wisconsin
2
3
1
8
13
10
8
1
6
2
2
1
14
1
Number
of Stores
11
10
9
2
5
11
2
4
6
17
1
10
6
5
Item 3. 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., and no material amount has been accrued. The Company believes the
claims in the case are without merit and intends to defend the matter vigorously.
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.
Item 4. Mine Safety Disclosures
Not applicable.
28
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market Information
Our common stock began trading publicly on the New York Stock Exchange (“NYSE”) under the symbol “JILL” on
March 9, 2017. Prior to that time, there was no public market for our common stock.
The following table sets forth the high and low sales prices of our common stock as reported on the NYSE for the fiscal
2017 quarters ended:
April 29, 2017
July 29, 2017
October 29, 2018
February 3, 2018
Holders of Record
High
Low
$
$
$
$
14.40 $
13.71 $
12.43 $
8.95 $
12.00
10.94
4.74
4.84
As of February 9, 2018, there were approximately 24 holders of record of our common stock. This number does not
include beneficial owners whose shares are held of record by banks, brokers and other financial institutions.
Dividends
On June 6, 2016, Jill Intermediate LLC, our predecessor entity prior to our conversion to a Delaware corporation, paid
a $70.0 million dividend to the partners of JJill Topco Holdings.
Since March 9, 2017, we have not declared or paid any cash dividends. We have no plans to pay cash dividends on
shares of our common stock in the foreseeable future. Subject to the foregoing, the payment of cash dividends in the future, if
any, will be at the discretion of our board of directors and will depend upon such factors as earnings levels, capital
requirements, restrictions imposed by applicable law, our overall financial condition, restrictions in our debt agreements,
including our Term Loan and ABL Facility, and any other factors deemed relevant by our board of directors. As a holding
company, our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries, which may
further restrict our ability to pay dividends as a result of restrictions on their ability to pay dividends to us under our Term
Loan, our ABL Facility and under future indebtedness that we or they may incur. See “Management’s Discussion and
Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facilities.”
Performance Graph
The following graph shows a comparison from March 9, 2017 (the date our common stock commenced trading on the
NYSE) through February 3, 2018 of the cumulative total return for our common stock, the S&P 500 Index and an S&P Retail
Index. The graph assumes $100 was invested in each of the Company’s common stock, the S&P 500 Index and the S&P
Retail Index as of the market close on March 9, 2017. Such returns are based on historical results and are not intended to
suggest future performance.
29
Comparison Cumulative Total Return
140
120
100
80
60
40
20
-
3/9/2017
4/29/2017
7/29/2017
10/29/2017
2/3/2018
J.Jill, Inc.
S&P 500
SPDR S&P Retail
Recent Sales of Unregistered Securities
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Securities Authorized for Issuance Under Equity Compensation Plans
Information regarding our equity compensation plans is set forth in Item 12, Security Ownership of Certain Beneficial
Owners and Management and Related Shareholder Matters.
Item 6. Selected Financial Data
The following tables present our selected consolidated financial and other data as of and for the periods indicated. As
more fully described below, the periods are presented as “Predecessor” or “Successor”, depending on whether they relate to
periods preceding or periods succeeding the acquisition of all of our outstanding equity interests on May 8, 2015. The
selected consolidated statements of operations data for the fiscal years ended February 3, 2018 (Successor), January 28, 2017
(Successor) and the periods from May 8, 2015 to January 30, 2016 (Successor) and from February 1, 2015 to May 7, 2015
(Predecessor), and the selected consolidated balance sheet data as of February 3, 2018 (Successor) and January 28, 2017
(Successor) are derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form
10-K. We have derived the selected consolidated balance sheet data as of January 30, 2016 (Successor), January 31, 2015
(Predecessor) and February 1, 2014 (Predecessor) and the consolidated statement of operations data for the fiscal years ended
January 31, 2015 (Predecessor) and February 1, 2014 (Predecessor) from our audited consolidated financial statements,
which are not included in this Annual Report on Form 10-K. Our historical audited results are not necessarily indicative of
the results that should be expected in any future period.
On May 8, 2015, an investment vehicle of investment funds affiliated with TowerBrook Capital Partners L.P. acquired
all of our outstanding equity interests through the newly formed entities JJill Holdings, Inc. (“JJill Holdings”) and JJill Topco
Holdings, LP (“JJill Topco Holdings”). We refer to such acquisition and the related financing transactions as the
“Acquisition.” As a result of the Acquisition and related change in control, JJill Holdings applied purchase accounting as of
May 8, 2015. We elected to push down the effects of the Acquisition to our consolidated financial statements. As such, the
financial information provided in this Annual Report on Form 10-K is presented as “Predecessor” or “Successor” to indicate
whether they relate to the period preceding the Acquisition or the period succeeding the Acquisition, respectively. Due to the
change in the basis of accounting resulting from the Acquisition, the consolidated financial statements for the Predecessor
periods and the consolidated financial statements for the Successor periods, included elsewhere in this Annual Report on
Form 10-K are not necessarily comparable.
For purposes of presenting a comparison of our fiscal year 2017, 2016 and fiscal year 2014 results, in addition to
standalone results for the 2015 Successor Period and 2015 Predecessor Period, we have also presented supplemental
30
unaudited pro forma consolidated financial and other data for the fiscal year ended January 30, 2016. The unaudited pro
forma consolidated statement of operations for the fiscal year ended January 30, 2016 has been derived from the historical
audited statements of operations included elsewhere in this Annual Report on Form 10-K, and represents the addition of the
2015 Successor Period and the 2015 Predecessor Period and gives effect to certain transactions, as described in “Management
Discussion and Analysis of Financial Condition and Results of Operations – Supplemental Unaudited Pro Forma
Consolidated Financial Information” contained elsewhere in this Annual Report on Form 10-K, as if they had occurred on
February 1, 2015. We believe that this presentation provides meaningful information about our results of operations on a
period to period basis. The unaudited pro forma consolidated statement of operations is presented for illustrative purposes
and does not purport to represent what the results of operations would actually have been if the transactions had occurred as
of the date indicated or what the results of operations would be for any future periods.
The selected historical financial data presented below does not purport to project our financial position or results of
operations for any future date or period and should be read together with “Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” and our consolidated financial statements and related notes thereto included
elsewhere in this Annual Report on Form 10-K.
31
Successor
For the
Fiscal Year
Ended
January 28,
2017
For the
Period
from
May 8,
2015 to
January
30, 2016
Predecessor
For the
Period
from
February
1, 2015 to
May 7,
2015
Pro Forma (1)
Predecessor
For the
Fiscal
Year
Ended
January
30, 2016
For the
Fiscal
Year
Ended
January
31, 2015
For the
Fiscal
Year
Ended
February
1, 2014
For the
Fiscal Year
Ended
February 3,
2018
698,145
$
639,056
$
420,094
$
141,921
$
562,015
$
483,400
$
456,026
234,065
464,080
211,117
427,939
155,091
265,003
44,232
97,689
188,852
373,163
164,792
318,608
161,261
294,765
394,893
368,525
246,482
80,151
331,752
279,557
267,319
—
—
8,560
13,341
—
—
—
69,187
59,414
9,961
19,261
18,670
11,893
4,197
4,599
41,411
39,051
27,446
16,893
17,895
19,064
49,926
40,744
(1,932)
(402)
24,518
21,156
8,382
(5,439)
16,669
2,322
1,499
10,223
10,860
3,884
55,365
$
24,075
$
(4,254) $
(1,901) $
14,295
$
10,296
$
4,498
$
(in
thousands,
except share
and
per share
data)
Statements of
Operations
Data:
Net sales
Costs of
goods sold
Gross profit
Selling,
general and
administrative
expenses
Acquisition-
related
expenses
Operating
income
Interest
expense
Income (loss)
before
provision for
income taxes
Income tax
(benefit)
provision
Net income
(loss)
Net income
(loss) per
common
share
attributable
to common
shareholders
(1):
$
Basic
Diluted
Weighted
average
number of
common
shares
outstanding
(1):
Basic
Diluted
$
$
1.32
1.27
$
$
0.55
0.55
$
$
(0.10) $
(0.10) $
(0.04) $
(0.04) $
0.33
0.33
$
$
0.24
0.24
$
$
0.10
0.10
41,926,157
43,571,746
43,747,944
43,747,944
43,747,944
43,747,944
43,747,944
43,747,944
43,747,944
43,747,944
43,747,944
43,747,944
43,747,944
43,747,944
32
Other
Financial
Data:
Adjusted
EBITDA(2) $
Adjusted
EBITDA
margin(3)
113,476
$
106,220
$
59,699
$
23,672
$
81,955
$
65,720
$
54,241
16.3%
16.6%
14.2%
16.7%
14.6%
13.6%
11.9%
(in thousands)
Balance Sheet data (at end of period):
Cash
Net operating assets and liabilities (4)
Total assets
Current and non-current portions of long-term debt,
net of discount and debt issuance cost
Preferred capital
Total equity
February
3, 2018
Successor
January
28, 2017
Predecessor
January
30, 2016
January
31, 2015
February
1, 2014
$
25,978 $
3,769
13,468 $
6,414
597,557 568,305
241,680
267,239
27,505 $
3,477
604 $
(8,055)
582,032 278,232
239,978
82,369
518
(7,472)
259,735
94,153
—
179,316 122,864
—
—
166,571
72,824
(1,317)
72,824
(16,765)
(1)
See “Management Discussion and Analysis of Financial Condition and Results of Operations Supplemental Unaudited
Pro Forma Consolidated Financial Information” for information regarding our presentation of the pro forma fiscal year
ended January 30, 2016. Pro forma adjustments do not impact the weighted average number of basic or diluted
common shares outstanding during the period. Accordingly, basic and diluted EPS for the pro forma fiscal year ended
January 30, 2016 is impacted only as a result of pro forma adjustments to net income attributable to common
shareholders.
(2) Adjusted EBITDA represents net income (loss) plus interest expense, income tax (benefit) provision, depreciation and
amortization, the amortization of the step-up to fair value of merchandise inventory resulting from the application of a
purchase accounting adjustment related to the Acquisition, certain Acquisition-related expenses, sponsor fees, equity-
based compensation expense, write-off of property and equipment and other non-recurring expenses, primarily
consisting of outside legal and professional fees associated with certain non-recurring transactions and events. We
present Adjusted EBITDA on a consolidated basis because our management uses it as a supplemental measure in
assessing our operating performance, and we believe that it is helpful to investors, securities analysts and other
interested parties as a measure of our comparative operating performance from period to period. Adjusted EBITDA is
not a measurement of financial performance under GAAP. It should not be considered an alternative to net income
(loss) as a measure of our operating performance or any other measure of performance derived in accordance with
GAAP. In addition, Adjusted EBITDA should not be construed as an inference that our future results will be unaffected
by unusual or nonrecurring items, or affected by similar nonrecurring items. Adjusted EBITDA has limitations as an
analytical tool, and you should not consider such measure either in isolation or as a substitute for analyzing our results
as reported under GAAP. Our definition and calculation of Adjusted EBITDA is not necessarily comparable to other
similarly titled measures used by other companies due to different methods of calculation. We recommend that you
review the reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial
measure, under “Management Discussion and Analysis of Financial Condition and Result of Operations -
Reconciliation of Net Income to Adjusted EBITDA and Calculation of Adjusted EBITDA Margin” and not rely solely
on Adjusted EBITDA or any single financial measure to evaluate our business.
(3) Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net sales. We recommend that you review the
calculation of Adjusted EBITDA margin, under “Management Discussion and Analysis of Financial Condition and
Result of Operations Reconciliation of Net Income to Adjusted EBITDA and Calculation of Adjusted EBITDA
Margin.”
(4) Net operating assets and liabilities consist of current assets excluding cash, less current liabilities excluding the current
portion of long-term debt.
33
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our consolidated financial statements and
related notes thereto included elsewhere in this Annual Report on Form 10-K, as well as the information presented under
“Selected Financial Data.” The following discussion contains forward-looking statements that reflect our plans, estimates
and assumptions. Our actual results could differ materially from those discussed in the forward-looking statements. Factors
that could cause such differences are discussed in the sections of this Annual Report on Form 10-K titled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements.”
We operate on a 52- or 53-week fiscal year that ends on the Saturday that is closest to January 31. Each fiscal year
generally is comprised of four 13-week fiscal quarters, although in the years with 53 weeks, the fourth quarter represents a
14-week period. Fiscal year 2017 ended on February 3, 2018 and was comprised of 53 weeks while fiscal years 2016 and
2015 ended on January 28, 2017 and January 30, 2016 respectively, and were each comprised of 52 weeks.
Overview
J.Jill is a premier omnichannel retailer and nationally recognized women’s apparel brand committed to delighting
customers with great wear-now product. The brand represents an easy, relaxed, inspired style that reflects the confidence and
comfort of a woman with a rich, full life. J.Jill provides guiding service through more than 270 stores nationwide and a robust
e-commerce platform. J.Jill is headquartered outside Boston.
Factors Affecting Our Operating Results
Various factors are expected to continue to affect our results of operations going forward, including the following:
Overall Economic Trends. Consumer purchases of clothing and other merchandise generally decline during
recessionary periods and other periods when disposable income is adversely affected, and consequently our results of
operations may be affected by general economic conditions. For example, reduced consumer confidence and lower
availability and higher cost of consumer credit may reduce demand for our merchandise and may limit our ability to increase
or sustain prices. The growth rate of the market could be affected by macroeconomic conditions in the United States.
Consumer Preferences and Fashion Trends. Our ability to maintain our appeal to existing customers and attract new
customers depends on our ability to anticipate fashion trends. During periods in which we have successfully anticipated
fashion trends, we have generally had more favorable results.
Competition. The retail industry is highly competitive and retailers compete based on a variety of factors, including
design, quality, price and customer service. Levels of competition and the ability of our competitors to more accurately
predict fashion trends and otherwise attract customers through competitive pricing or other factors may impact our results of
operations.
Our Strategic Initiatives. Our business will continue to have an impact on our results of operations, including our
newly re-platformed e-commerce site, merchandise financial planning system, and brand voice initiatives. Although these
initiatives are designed to create growth in our business and continuing improvement in our operating results, the timing of
expenditures related to these initiatives, as well as the achievement of returns on our investments, may affect our results of
operation in future periods.
Pricing and Changes in Our Merchandise Mix. Our product offering changes from period to period, as do the prices at
which goods are sold and the margins we are able to earn from the sales of those goods. The levels at which we are able to
price our merchandise are influenced by a variety of factors, including the quality of our products, cost of production, prices
at which our competitors are selling similar products and the willingness of our customers to pay for products.
How We Assess the Performance of Our Business
In assessing the performance of our business, we consider a variety of financial and operating metrics, including GAAP
and non-GAAP measures, including the following:
Net sales consists primarily of revenues, net of merchandise returns and discounts, generated from the sale of apparel
and accessory merchandise through our retail channel and direct channel. Net sales also include shipping and handling fees
34
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.
Net sales are impacted by the size of our active customer base, product assortment and availability, marketing and
promotional activities and the spending habits of our customers. Net sales are also impacted by the migration of single-
channel customers to omnichannel customers who, on average, spend nearly three times more than single channel customers.
Total company comparable sales includes net sales from our full-price stores that have been open for more than 52
weeks and from our direct channel. This measure highlights the performance of existing stores open during the period, while
excluding the impact of new store openings and closures. When a store in the total company comparable store base is
temporarily closed for remodeling or other reasons, it is included in total company comparable sales only using the full weeks
it was open. Certain of our competitors and other retailers may calculate total company comparable sales differently than we
do. As a result, the reporting of our total company comparable sales may not be comparable to sales data made available by
other companies.
Number of stores reflects all stores open at the end of a reporting period. In connection with opening new stores, we
incur pre-opening costs. Pre-opening costs include expenses incurred prior to opening a new store and primarily consist of
payroll, travel, training, marketing, initial opening supplies and costs of transporting initial inventory and fixtures to store
locations, as well as occupancy costs incurred from the time of possession of a store site to the opening of that store. These
pre-opening costs are included in selling, general and administrative expenses and are generally incurred and expensed within
30 days of opening a new store.
Gross profit is equal to our net sales less costs of goods sold. Gross profit as a percentage of our net sales is referred to
as gross margin. Costs of goods sold includes the direct costs of sold merchandise, inventory shrinkage, and adjustments and
reserves for excess, aged and obsolete inventory. We review our inventory levels on an ongoing basis to identify slow-
moving merchandise and use product markdowns to efficiently sell these products. Changes in the assortment of our products
may also impact our gross profit. The timing and level of markdowns are driven by customer acceptance of our merchandise.
Certain of our competitors and other retailers may report costs of goods sold differently than we do. As a result, the reporting
of our gross profit and gross margin may not be comparable to other companies.
The primary drivers of the costs of goods sold are raw materials, which fluctuate based on certain factors beyond our
control, including labor conditions, transportation or freight costs, energy prices, currency fluctuations and commodity prices.
We place orders with merchandise suppliers in United States dollars and, as a result, are not exposed to significant foreign
currency exchange risk.
Selling, general and administrative expenses include all operating costs not included in costs of goods sold. These
expenses include all payroll and related expenses, occupancy costs and other operating expenses related to our stores and to
our operations at our headquarters, including utilities, depreciation and amortization. These expenses also include marketing
expense, including catalog production and mailing costs, warehousing, distribution and shipping costs, customer service
operations, consulting and software services, professional services and other administrative costs.
Our historical revenue growth has been accompanied by increased selling, general and administrative expenses. The
most significant increases were in occupancy costs associated with retail store expansion, and in marketing and payroll
investments. While we expect these expenses to increase as we continue to open new stores, increase brand awareness and
grow our business, we believe these expenses will decrease as a percentage of net sales over time.
Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA represents net income (loss) plus interest
expense, provision (benefit) for income taxes, depreciation and amortization, the amortization of the step-up to fair value of
merchandise inventory resulting from the application of a purchase accounting adjustment related to the Acquisition, certain
Acquisition-related expenses, sponsor fees, equity-based compensation expense, write-off of property and equipment, prior
period adjustment for tenant allowances, and other non-recurring expenses, primarily consisting of outside legal and
professional fees associated with certain non-recurring transactions and events. We present Adjusted EBITDA on a
consolidated basis because our management uses it as a supplemental measure in assessing our operating performance, and
we believe that it is helpful to investors, securities analysts and other interested parties as a measure of our comparative
operating performance from period to period. We also use Adjusted EBITDA as one of the primary methods for planning and
forecasting overall expected performance of our business and for evaluating on a quarterly and annual basis actual results
against such expectations. Further, we recognize Adjusted EBITDA as a commonly used measure in determining business
value and as such, use it internally to report results. Adjusted EBITDA margin represents, for any period, Adjusted EBITDA
as a percentage of net sales.
35
While we believe that Adjusted EBITDA is useful in evaluating our business, Adjusted EBITDA is a non-GAAP
financial measure that has limitations as an analytical tool. Adjusted EBITDA should not be considered an alternative to, or
substitute for, net income (loss), which is calculated in accordance with GAAP. In addition, other companies, including
companies in our industry, may calculate Adjusted EBITDA differently or not at all, which reduces the usefulness of
Adjusted EBITDA as a tool for comparison. We recommend that you review the reconciliation and calculation of Adjusted
EBITDA and Adjusted EBITDA margin to net income (loss), the most directly comparable GAAP financial measure, below
and not rely solely on Adjusted EBITDA or any single financial measure to evaluate our business.
Reconciliation of Net Income to Adjusted EBITDA and Calculation of Adjusted EBITDA Margin
The following table provides a reconciliation of net income (loss) to Adjusted EBITDA and the calculation of Adjusted
EBITDA margin for the periods presented:
For the
Fiscal Year
Ended
February 3,
2018
Successor
For the
Fiscal Year
Ended
January 28,
2017
For the
Period from
May 8, 2015
to January
30, 2016
Predecessor
For the
Period from
February 1,
2015 to
May 7, 2015
Pro Forma
For the Year
Ended
January 30,
2016
$
$
55,365
19,261
(5,439)
35,052
—
—
—
782
586
2,164
624
5,081
—
$
24,075
18,670
16,669
36,219
—
—
—
624
385
—
—
9,741
(163)
(4,254) $
11,893
2,322
28,702
10,471
8,560
—
168
237
—
—
1,600
—
(1,901) $
4,599
1,499
5,147
—
13,341
250
441
112
—
—
184
—
14,295
16,893
10,223
37,802
—
—
—
609
349
—
—
1,784
—
$
$
113,476
698,145
$
$
16.3%
106,220
639,056
$
$
16.6%
59,699
420,094
$
$
14.2%
23,672
141,921
$
$
16.7%
81,955
562,015
14.6%
(in thousands)
Statements of Operations Data:
Net income (loss)
Interest expense
Income tax (benefit) provision
Depreciation and amortization
Inventory step-up(a)
Acquisition-related expenses(b)
Sponsor fees(c)
Equity-based compensation expense(d)
Write-off of property and equipment(e)
Impairment of long lived assets(f)
Special bonus
Other non-recurring expenses(g)
Prior period adjustment for tenant
allowance (h)
Adjusted EBITDA
Net sales
Adjusted EBITDA margin
(a) Represents the impact to costs of goods sold resulting from the amortization of the step-up to fair value of
merchandise inventory resulting from the application of a purchase accounting adjustment related to the
Acquisition.
(b) Represents transaction costs incurred in connection with the Acquisition, consisting substantially of legal and
advisory fees, which are not expected to recur.
(c) Represents management fees charged by our previous equity sponsors.
(d) Represents expenses associated with equity incentive units granted to our management. Prior to the Acquisition,
incentive units were accounted for as a liability-classified award and the related compensation expense was
recognized based on changes in the intrinsic value of the award at each reporting period. Subsequent to the
Acquisition, new incentive units were granted to management and are accounted for as equity-classified awards
with the related compensation expense recognized based on fair value at the date of the grants.
(e) Represents the net loss on the disposal of fixed assets.
(f)
(g) Represents items management believes are not indicative of ongoing operating performance. These expenses are
Represents the impairment of assets associated with three underperforming stores.
primarily composed of legal and professional fees associated with non-recurring events. The pro forma fiscal
year 2015 expenses are primarily due to legal, accounting, and professional fees incurred in connection with the
initial public offering of our common shares in March 2017.
(h) Represents the prior period correction to recognize lease incentives as reductions of rental expense by the lessee
on a straight-line basis over the term of the new lease, in accordance with ASC 840.
36
Factors Affecting the Comparability of our Results of Operations
On May 8, 2015, an investment vehicle of investment funds affiliated with TowerBrook Capital Partners L.P. acquired
all of our outstanding equity interests through the newly formed entities JJill Holdings, Inc. (“JJill Holdings”) and JJill Topco
Holdings, LP (“JJill Topco Holdings”). We refer to such acquisition and the related financing transactions as the
“Acquisition.” JJill Holdings acquired approximately 94% of the outstanding interests of Jill Intermediate LLC, our
predecessor entity, and JJill Topco Holdings acquired the remaining 6% of the outstanding interests of Jill Intermediate LLC
in 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 Jill Intermediate LLC’s predecessor management
owners. The Acquisition was funded through an equity contribution by JJill Holdings and JJill Topco Holdings and
borrowings under our seven-year $250.0 million Term Loan, as described under “Credit Facilities” below.
JJill Holdings accounted for the Acquisition as a business combination under the acquisition method of accounting.
Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair
values at the date of Acquisition.
We have elected to push down the effects of the Acquisition to our consolidated financial statements. As such, the
financial information provided in this Annual Report on Form 10-K is presented as “Predecessor” or “Successor” to indicate
whether they relate to the period preceding the Acquisition or the period succeeding the Acquisition, respectively. The
financial information for all periods after May 7, 2015 represents the financial information of the Successor. Prior to, and
including, May 7, 2015, the consolidated financial statements, included elsewhere in this Annual Report on Form 10-K,
include the accounts of the Predecessor.
Due to the change in the basis of accounting resulting from the Acquisition, the Predecessor’s consolidated financial
statements and the Successor’s consolidated financial statements, included elsewhere in this Annual Report on Form 10-K,
are not comparable. See our historical audited consolidated financial statements and the related notes thereto included
elsewhere in this Annual Report on Form 10-K for additional information regarding the Acquisition.
On February 24, 2017, we completed a conversion from a Delaware limited liability company named Jill Intermediate
LLC into a Delaware corporation and changed our name to J.Jill, Inc. In conjunction with the conversion, all of our
outstanding equity interests converted into shares of common stock. Accordingly, all historical earnings per share amounts
presented in the accompanying consolidated statements of operations and comprehensive income (loss) and the related notes
to the consolidated financial statements have been adjusted retroactively to reflect our conversion from a limited liability
company to a corporation.
Following our conversion from a limited liability company to a corporation, J.Jill, Inc. merged with and into its direct
parent company, JJill Holdings, on February 24, 2017, with J.Jill, Inc. continuing as the surviving entity. JJill Holdings did
not have operations of its own, except for buyer transaction costs of $8,560 incurred to execute the Acquisition.
On May 27, 2016, we entered into an agreement to amend our Term Loan to borrow an additional $40.0 million. The
other terms and conditions of the Term Loan remained substantially unchanged, as discussed in “Liquidity and Capital
Resources—Credit Facilities.” We used the additional loan proceeds, along with cash on hand, to fund a $70.0 million
dividend to the partners of JJill Topco Holdings, which was approved by the members of Jill Intermediate LLC and the board
of directors of JJill Topco Holdings on May 27, 2016.
On January 18, 2017 and June 1, 2017, we made voluntary prepayments of $10.1 million and $20.2 million, including
accrued interest, on our Term Loan. On December 15, 2017, we repurchased $5.0 million of our Term Loan on the open
market at 98% of par value.
37
Results of Operations
Fiscal Year Ended February 3, 2018, which is comprised of 53 weeks, compared to the 52 week period ended
January 28, 2017.
The following table summarizes our consolidated results of operations for the periods indicated:
(in thousands)
Net sales
Costs of goods sold
Gross profit
Selling, general and administrative expenses
Operating income
Interest expense
Income before provision for income taxes
Income tax (benefit) provision
Net income
Net Sales
Successor
For the Fiscal Year Ended
February 3, 2018
For the Fiscal Year
Ended January 28, 2017
Dollars
% of Net
Sales
Dollars
% of Net
Sales
$
$
698,145
234,065
464,080
394,893
69,187
19,261
49,926
(5,439)
55,365
100.0% $
33.5%
66.5%
56.6%
9.9%
2.8%
7.1%
(0.8)%
7.9% $
639,056
211,117
427,939
368,525
59,414
18,670
40,744
16,669
24,075
100.0%
33.0%
67.0%
57.7%
9.3%
2.9%
6.4%
2.6%
3.8%
Net sales for fiscal year ended February 3, 2018 (“fiscal year 2017”) increased $59.1 million, or 9.2%, to $698.1
million, from $639.1 million for fiscal year ended January 28, 2017 (“fiscal year 2016”). This increase was primarily due to
an increase in total comparable company sales of 6.4%, which was substantially driven by a 6.8% increase in our active
customer base.
Our direct channel was responsible for 43% of our net sales in fiscal year 2017 compared to 43% in fiscal year 2016.
Our retail channel was responsible for 57% of our net sales in fiscal year 2017 and 57% in fiscal year 2016. We operated 276
and 275 retail stores at the end of these same periods, respectively.
Gross Profit and Cost of Goods Sold
Gross profit for fiscal year 2017 increased $36.1 million, or 8.5%, to $464.1 million, from $427.9 million for fiscal
year 2016. This increase was due primarily to the increase in net sales of 9.2% offset by a decrease in gross margin for fiscal
year 2017 to 66.5% from 67.0% for fiscal year 2016. The decrease in gross margin was primarily due to an increase in
promotional discounts to clear merchandise.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for fiscal year 2017 increased $26.4 million, or 7.2%, to $394.9 million
from $368.5 million for fiscal year 2016. As a percentage of net sales, selling, general and administrative expenses for fiscal
year 2017 were 56.6% as compared to 57.7% for fiscal year 2016. The increase was primarily due to higher sales related
expenses of $16.1 million, increased marketing costs of $7.9 million and increased corporate payroll and other expenses of
$6.5 million to support business initiatives, costs associated with our transition to a public company and one-time costs
resulting from the impairment of retail store assets. This increase was offset by decreases related to depreciation and
amortization expense of $2.0 million and a decrease in incentive compensation expense of $2.1 million.
Interest Expense
Interest expense for fiscal year 2017 increased by $0.6 million, or 3.2%, to $19.3 million from $18.7 million for fiscal
year 2016. The increase in interest expense was due to higher interest rates, and higher amortization of deferred financing
costs resulting from voluntary Term Loan prepayments totaling $25.0 million during fiscal year 2017.
38
Provision for Income Taxes
The income tax benefit for fiscal year 2017 was $5.4 million compared to an income tax provision of $16.7 million for
fiscal year 2016. 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. 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. The Company’s effective tax benefit rate for fiscal
year 2017 was 10.9%. The Company’s effective tax rate for fiscal year 2017, after excluding the $24.0 million impact of
revaluing deferred tax liabilities, was 37.2%. The Company’s effective tax rate for fiscal year 2016 was 40.9%.
Fiscal year ended, January 28, 2017 compared to the period from May 8, 2015 through January 30, 2016
(Successor) and Period from February 1, 2015 to May 7, 2015 (Predecessor).
The following table summarizes our consolidated results of operations for the periods indicated:
Successor
For the Fiscal Year
Ended January 28,
2017
For the Period May
8, 2015 to January
30, 2016
Predecessor
For the Period
February 1, 2015 to
May 7, 2015
(in thousands)
Net sales
Costs of goods sold
Gross profit
Selling, general and administrative
expenses
Acquisition-related expenses
Operating income
Interest expense
Income (loss) before provision for
income taxes
Provision for income taxes
Net income (loss)
Net Sales
Dollars
$ 639,056
211,117
427,939
% of Net
Sales
Dollars
% of Net
Sales
Dollars
% of Net
Sales
100.0% $ 420,094
33.0% 155,091
67.0% 265,003
100.0% $ 141,921
44,232
36.9%
97,689
63.1%
100.0%
31.2%
68.8%
368,525
—
59,414
18,670
57.7% 246,482
8,560
9,961
11,893
9.3%
2.9%
58.7%
2.0%
2.4%
2.8%
80,151
13,341
4,197
4,599
40,744
16,669
$ 24,075
6.4%
2.6%
3.8% $
(1,932)
2,322
(4,254)
(0.4)%
0.6%
(1.0)% $
(402)
1,499
(1,901)
56.5%
9.4%
2.9%
3.2%
(0.3)%
1.1%
(1.4)%
Net sales were $639.1 million for the Successor fiscal year ended January 28, 2017 (“fiscal year 2016”) compared to
$420.1 million for the Successor period from May 8, 2015 to January 30, 2016 (“2015 Successor Period”) and $141.9 million
for the Predecessor period from February 1, 2015 to May 7, 2015 (“2015 Predecessor Period”). At the end of those same
periods, we operated 275, 261 and 250 retail stores, respectively. The increase in net sales in fiscal year 2016 was due to an
increase in total comparable company sales, driven by an increase in our active customer base, and an increase in store count.
Our direct channel was responsible for 43% of our net sales in fiscal year 2016, 41% in the 2015 Successor Period and
37% in the 2015 Predecessor Period. Our retail channel was responsible for 57% of our net sales in fiscal year 2016, 59% in
the 2015 Successor Period and 63% in the 2015 Predecessor Period.
Gross Profit and Costs of Goods Sold
Gross profit was $427.9 million for fiscal year 2016 compared to $265.0 million for the 2015 Successor Period and
$97.7 million for the 2015 Predecessor Period. The increase in fiscal year 2016 was primarily due to an increase in net sales
and an increase in costs of goods sold during the 2015 Successor Period resulting from the amortization of the fair value step-
up of merchandise inventory reflected in the purchase price allocation at the date of the Acquisition.
39
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $368.5 million for fiscal year 2016 compared to $246.5 million for
the 2015 Successor Period and $80.2 million for the 2015 Predecessor Period. The increase in fiscal year 2016 included
higher sales related expenses, increased marketing and corporate expenses to support business growth, and costs associated
with our initial public offering in March 2017. These increases are partially offset by lower incentive compensation expense.
As a percentage of net sales, selling, general and administrative expenses were 57.7% in fiscal year 2016 compared to
58.7% for the 2015 Successor Period and 56.5% for the 2015 Predecessor Period.
Acquisition-Related Expenses
We incurred acquisition-related expenses of $8.6 million during the 2015 Successor Period and $13.3 million during
the 2015 Predecessor Period, consisting primarily of legal and advisory fees. No such costs were incurred during fiscal year
2016.
Interest Expense
Interest expense was $18.7 million for fiscal year 2016 compared to $11.9 million for the 2015 Successor Period and
$4.6 million for the 2015 Predecessor Period. The increase in fiscal year 2016 is due to the addition of $40.0 million to our
Term Loan pursuant to an amendment on May 27, 2016 and an acceleration of the amortization of deferred financing costs
due to a voluntary prepayment on our Term Loan on January 18, 2017.
Provision for Income Taxes
The provision for income taxes was $16.7 million for fiscal year 2016 compared to $2.3 million for the 2015 Successor
Period and $1.5 million for the 2015 Predecessor Period. Our effective tax rates for the same periods were 40.9%, (120.2%)
and (372.9%), respectively. The increase in fiscal year 2016 was primarily due to higher income (loss) before provision for
income taxes. The effective tax rates in the 2015 Successor and Predecessor Periods reflect transaction costs related to the
Acquisition, which were not deductible for tax purposes.
Supplemental Unaudited Pro Forma Consolidated Financial Information
The following unaudited pro forma financial information should be read in conjunction with our consolidated financial
statements and the related notes thereto, included elsewhere in this Annual Report on Form 10-K.
The unaudited pro forma consolidated statement of operations for the year ended January 30, 2016 has been derived
from our consolidated audited statements of operations included elsewhere in this Annual Report on Form 10-K and
represents the addition of the Predecessor period from February 1, 2015 through May 7, 2015 and the Successor period from
May 8, 2015 through January 30, 2016, and gives effect to the following as if they had occurred on February 1, 2015:
•
•
JJill Holdings’ acquisition of approximately 94% of the outstanding interests of Jill Intermediate LLC and JJill
Topco Holdings’ acquisition of approximately 6% of the outstanding interests of Jill Intermediate LLC and our
election to push down the effects of the Acquisition to our consolidated financial statements (the “Acquisition”);
and
the related Acquisition financing as provided for under the Term Loan for $250.0 million and the ABL Facility for
$40.0 million (the “Financing”).
The unaudited pro forma consolidated statement of operations does not include the impacts of any revenue, cost or
other operating synergies that may result from the Acquisition.
The pro forma adjustments reflect events that are (i) directly attributed to the Acquisition and related Financing; (ii)
factually supportable; and (iii) with respect to the pro forma statements of operations, expected to have a continuing impact
on the consolidated results.
The unaudited pro forma consolidated financial information presented is based on available information and
assumptions we believe are reasonable. The unaudited pro forma consolidated statement of operations is presented for
illustrative purposes and does not purport to represent what the results of operations would actually have been if the
40
Acquisition and the related Financing had occurred as of the date indicated or what the results of operations would be for any
future periods.
(in thousands)
Net sales
Costs of goods sold
Gross profit
Operating expenses
Successor Predecessor
For the
period from
May 8, 2015
to January
30, 2016
For the Period
from February 1,
2015 to May 7,
2015
$
420,094 $
155,091
265,003
246,482
141,921 $
44,232
97,689
80,151
Pro Forma
For the
Fiscal Year
Ended
January 30,
2016
562,015
188,852
373,163
331,752
Pro Forma
Adjustments
$
-
(10,471) (1)
10,471
2,044 (2)
1,943 (3)
(250) (4)
(34) (5)
973 (6)
443 (7)
Acquisition-related expenses
Operating income
Interest expense
Income (loss) before provision for income taxes
Provision for income taxes
Net income (loss)
8,560
9,961
11,893
(1,932)
2,322
(4,254) $
$
13,341
4,197
4,599
(402)
1,499
(1,901) $
(21,901) (8)
27,253
401 (9)
26,852
6,402 (10)
$
20,450
—
41,411
16,893
24,518
10,223
14,295
Description of the Acquisition and Financing
On May 8, 2015, JJill Holdings and JJill Topco Holdings completed the Acquisition of the Company. The purchase
price of the Acquisition was $396.4 million, which was funded through an equity contribution by JJill Holdings and JJill
Topco Holdings and borrowings under our Term Loan. JJill Holdings accounted for the Acquisition as a business
combination under the acquisition method of accounting. Accordingly, the purchase price was allocated to the assets acquired
and liabilities assumed based on their estimated fair values at the date of Acquisition. We have elected to push down the
effects of the Acquisition to our consolidated historical financial statements.
In conjunction with the Acquisition, we entered into a seven-year Term Loan of $250.0 million, which contains certain
terms and conditions that require us to comply with financial and other covenants. The Term Loan has a variable interest rate
which is based on a rate per annum equal to LIBOR plus 5.0%, with a minimum required LIBOR per annum of 1.0%. The
rate per annum was 6.0% at January 30, 2016. The Term Loan is collateralized by all of our assets and contains a provision
requiring scheduled quarterly repayments that began October 31, 2015 and that continue until maturity on May 8, 2022.
We also entered into a five-year secured $40.0 million asset-based ABL Facility. Our ABL Facility is collateralized by
a first lien on accounts receivable and inventory. Amounts outstanding under the ABL Facility bear interest of LIBOR plus
the applicable margin, as defined in the agreement. The ABL Facility consists of revolving loans whereby interest on each
revolving loan is payable upon maturity, with durations ranging between 30 to 180 days. Principal is payable upon maturity
of the ABL Facility on May 8, 2020. The ABL Facility also requires the payment of monthly fees based on the average
quarterly unused portion, as well as a fee on the balance of the outstanding letters of credit.
In securing the Term Loan and the ABL Facility, we incurred financing and issuance costs of $9.6 million. Debt
issuance costs are deferred and amortized using the effective interest rate method for the Term Loan and the straight-line
method for the ABL Facility. Debt discounts are deferred and amortized using the effective interest rate method over the term
of the Term Loan agreement.
Notes to Unaudited Pro Forma Consolidated Statement of Operations Adjustments:
(1) Represents the elimination of the increase in costs of goods sold resulting from the amortization of the fair value
step-up of merchandise inventory reflected in the purchase price allocation at the date of the Acquisition.
41
(2) Represents the incremental depreciation expense resulting from the increase in fair value of certain fixed assets,
reflected in the purchase price allocation at the date of the Acquisition.
(3) Represents the incremental amortization expense resulting from the increase in fair value of certain definite-lived
intangible assets, reflected in the purchase price allocation at the date of the Acquisition.
(4) Represents the elimination of the management fee charged by our previous equity sponsor for the period from
February 1, 2015 through May 7, 2015.
(5) Represents the net decrease in amortization expense related to recognition of the fair value of
favorable/unfavorable leases.
(6) Represents incremental pro forma deferred rent expense resulting from the recalculation of deferred rent expense
from the Acquisition.
(7) Represents the incremental compensation expense related to certain management incentive bonuses awarded in
connection with the Acquisition.
(8) Represents the elimination of the transaction costs incurred in connection with the Acquisition.
(9) Represents the net change in interest expense.
(10) Represents the income tax effect for the above adjustments reflecting an estimated statutory tax rate of 35%.
Fiscal Year Ended January 28, 2017 Compared to Pro Forma Fiscal Year Ended January 30, 2016
In addition to the historical analysis of results of operations for the audited historical statements of operations presented
for fiscal year 2016, the 2015 Successor Period and the 2015 Predecessor Period, we have also presented a supplemental
unaudited pro forma consolidated statement of operations for the fiscal year ended January 30, 2016 (“pro forma fiscal year
2015”).
The following table summarizes our consolidated results of operations for the periods indicated:
Successor
Pro Forma
For the Fiscal Year
Ended January 28,
2017
For the Fiscal Year
Ended January 30,
2016
Change from Pro
Forma Year Ended
January 30, 2016 to
Fiscal Year Ended
January 28, 2017
% of Net
Sales
% of Net
Sales
Dollars
$ 639,056
211,117
427,939
Dollars
100.0% $ 562,015
33.0% 188,852
67.0% 373,163
$ Change
100.0% $ 77,041
22,265
33.6%
54,776
66.4%
368,525
59,414
18,670
57.7% 331,752
41,411
9.3%
16,893
2.9%
59.0%
7.4%
3.0%
36,773
18,003
1,777
40,744
16,669
$ 24,075
24,518
6.4%
2.6%
10,223
3.8% $ 14,295
4.4%
1.8%
2.6% $
16,226
6,446
9,780
%
Change
13.7%
11.8%
14.7%
11.1%
43.5%
10.5%
66.2%
63.1%
68.4%
(in thousands)
Net sales
Costs of goods sold
Gross profit
Selling, general and administrative
expenses
Operating income
Interest expense
Income before provision for income
taxes
Provision for income taxes
Net income
Net Sales
Net sales for fiscal year 2016 increased $77.0 million, or 13.7%, to $639.1 million, from $562.0 million for pro forma
fiscal year 2015. This increase was primarily due to an increase in total comparable company sales of 11.2%, which was
substantially driven by an 11.2% increase in our active customer base.
Our direct channel was responsible for 43% of our net sales in fiscal year 2016, an increase from 40% in pro forma
fiscal year 2015. Our retail channel was responsible for 57% of our net sales in fiscal year 2016 and 60% in pro forma fiscal
year 2015. We operated 275 and 261 retail stores at the end of these same periods, respectively.
42
Gross Profit and Cost of Goods Sold
Gross profit for fiscal year 2016 increased $54.8 million, or 14.7%, to $427.9 million, from $373.2 million for pro
forma fiscal year 2015. This increase was due primarily to the increase in net sales of 13.7%. The balance of the increase
reflects gross margin for fiscal year 2016 increasing to 67.0% from 66.4% for pro forma fiscal year 2015. The increased gross
margin was primarily due to supply chain efficiencies.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for fiscal year 2016 increased $36.8 million, or 11.1%, to $368.5 million
from $331.8 million for pro forma fiscal year 2015. As a percentage of net sales, selling, general and administrative expenses
for fiscal year 2016 were 57.7% as compared to 59.0% for pro forma fiscal year 2015. These increases related to higher sales
related expenses of $15.2 million, increased marketing costs of $11.9 million and increased corporate payroll and other
expenses of $17.3 million to support business growth and costs associated with our initial public offering. This increase was
offset by decreases related to depreciation and amortization expense of $3.9 million, including deferred rent amortization, and
a decrease in incentive compensation expense of $3.8 million.
Interest Expense
Interest expense for fiscal year 2016 increased by $1.8 million, or 10.5%, to $18.7 million from $16.9 million for pro
forma fiscal year 2015. The increase in interest expense was due to an increase in the average debt outstanding to $276.7
million during fiscal year 2016 from $249.4 million in pro forma 2015, the increase in average debt was due to an additional
$40.0 million of debt incurred in May 2016, and higher amortization of deferred financing costs resulting from a voluntary
prepayment on our Term Loan in January 2017.
The average debt balance and weighted average interest rates for pro forma fiscal year 2015 assume our Term Loan
and ABL Facility were entered into on February 1, 2015. See “Supplemental Unaudited Pro Forma Consolidated Financial
Information,” “—Factors Affecting the Comparability of our Results of Operations,” “—Liquidity and Capital Resources—
Credit Facilities” elsewhere in this Annual Report on Form 10-K for additional information regarding our Term Loan and
ABL Facility and the Acquisition.
Provision for Income Taxes
The provision for income taxes for fiscal year 2016 increased by $6.4 million, or 63.1%, to $16.7 million from $10.2
million for pro forma fiscal year 2015. Our effective tax rate was 40.9% for fiscal year 2016 and 41.7% for pro forma fiscal
year 2015.
Liquidity and Capital Resources
General
Our primary sources of liquidity and capital resources are cash generated from operating activities and availability
under our ABL Facility. Our primary requirements for liquidity and capital are working capital and general corporate needs,
including merchandise inventories, marketing, including catalog production and distribution, payroll, store occupancy costs
and capital expenditures associated with opening new stores, remodeling existing stores and upgrading information systems
and the costs of operating as a public company. We believe that our current sources of liquidity and capital will be sufficient
to finance our continued operations for at least the next 12 months. There can be no assurance, however, that our business
will generate sufficient cash flows from operations or that future borrowings will be available under our ABL Facility or
otherwise to enable us to service our indebtedness, or to make capital expenditures in the future. Our future operating
performance and our ability to service or extend our indebtedness will be subject to future economic conditions and to
financial, business, and other factors, many of which are beyond our control.
Capital expenditures were $38.4 million in fiscal year 2017 compared to $37.1 million during fiscal year 2016, $26.6
million during the 2015 Successor Period and $7.4 million during the 2015 Predecessor Period. The increase in capital
expenditures in fiscal year 2017 was due primarily to an increase in spending on store remodels and technology projects.
43
Cash Flow Analysis
The following table shows our cash flows information for the periods presented:
(in thousands)
Net cash provided by operating activities
Net cash used in investing activities
Net cash (used in) provided by financing
activities
Successor
For the Fiscal
Year Ended
February 3,
2018
For the Fiscal
Year Ended
January 28,
2017
For the Period
from May 8,
2015 to
January 30,
2016
Predecessor
For the Period
from
February 1,
2015 to May 7,
2015
$
$
76,354
(38,372)
$
67,200
(37,077)
42,002 $
(412,303)
5,733
(7,406)
(25,472)
(44,160)
397,806
1,604
Net Cash provided by Operating Activities
Net cash provided by operating activities during fiscal year 2017 was $76.4 million. Key elements of cash provided by
operating activities were (i) net income of $55.4 million, (ii) adjustments to reconcile net income to net cash provided by
operating activities of $14.8 million, primarily driven by depreciation and amortization partially offset by the revaluation of
deferred income tax liabilities, and (iii) a decrease in net operating assets and liabilities of $6.2 million, primarily driven by
an increase in other noncurrent liabilities.
Net cash provided by operating activities during fiscal year 2016 was $67.2 million. Key elements of cash provided by
operating activities were (i) net income of $24.1 million, (ii) adjustments to reconcile net income to net cash provided by
operating activities of $36.3 million, primarily driven by depreciation and amortization, and (iii) a decrease in net operating
assets and liabilities of $6.8 million, primarily driven by increases in other noncurrent liabilities.
Net cash provided by operating activities during the 2015 Successor Period was $42.0 million. Key elements of cash
provided by operating activities were (i) net loss of $4.3 million, (ii) adjustments to reconcile net income to net cash provided
by operating activities of $36.4 million, primarily driven by depreciation and amortization and amortization of the step-up to
fair value of merchandise inventory resulting from the application of a purchase accounting adjustment related to the
Acquisition, and (iii) a decrease in net operating assets and liabilities and other activities of $9.9 million, primarily due to a
decrease in accounts receivable and an increase in accounts payable as well as an increase in accrued incentive plan expenses
resulting from increased earnings, partially offset by increases in taxes receivable, prepaid expenses, and other current assets.
Net cash provided by operating activities during the 2015 Predecessor Period was $5.7 million. Key elements of cash
provided by operating activities were (i) net loss of $1.9 million, (ii) adjustments to reconcile net loss to net cash provided by
operating activities of $6.7 million, which primarily consisted of depreciation and amortization, and payment-in-kind interest
on debt, and (iii) a decrease in net operating assets and liabilities and other activities of $1.0 million, primarily driven by
accrued Acquisition expenses paid at the Acquisition date, partially offset by a decrease in accounts payable and increases in
accounts receivable and inventories.
Net Cash used in Investing Activities
Net cash used in investing activities during fiscal year 2017 was $38.4 million, representing purchases of property and
equipment related to new store openings, remodeling existing stores and upgrading our information systems, including the re-
platforming of our e-commerce site and implementation a merchandise financial planning system.
Net cash used in investing activities during fiscal year 2016 was $37.1 million, representing purchases of property and
equipment related to new store openings, remodeling existing stores and upgrading our information systems, including our
merchandising system.
Net cash used in investing activities during the 2015 Successor Period was $412.3 million, consisting of the $385.7
million of cash paid in connection with the Acquisition, net of cash received, and $26.6 million of purchases of property and
equipment to new store openings, remodeling existing stores and upgrading our information systems, including our
merchandising system.
44
Net cash used in investing activities during the 2015 Predecessor Period was $7.4 million, consisting of purchases of
property and equipment related to new store openings, remodeling existing stores and upgrading our information systems,
including our merchandising system.
Net Cash (used in) provided by Financing Activities
Net cash used in financing activities during fiscal year 2017 was $25.5 million, consisting of payments on our Term
Loan. Included in this amount is $25.0 million of voluntary prepayments.
Net cash used in financing activities during fiscal year 2016 was $44.2 million, including $38.3 million of proceeds
received on long-term debt, net of $1.7 million debt issuance costs paid. The proceeds from the long-term debt, along with
cash on hand, were used to fund a $70.0 million dividend to the partners of JJill Topco Holdings. Financing activities also
included a $10.0 million prepayment on our Term Loan and $2.8 million of scheduled repayments on our Term Loan.
Net cash provided by financing activities during the 2015 Successor Period was $397.8 million, primarily consisting of
$240.4 million of proceeds from borrowings under our Term Loan, net of $9.6 million debt issuance costs paid, and $160.5
million of equity proceeds, both incurred in connection with the Acquisition. Financing activities also included a $1.9 million
receivable from a related third party and $1.3 million of scheduled repayments of our Term Loan.
Net cash provided by financing activities during the 2015 Predecessor Period was $1.6 million, consisting of $7.3
million of net proceeds from borrowings on our previous revolving credit facility in excess of repayments, which was
partially offset by $5.0 million of prepayments and $0.7 million of scheduled repayments on our predecessor term loans.
Dividends
We did not pay any dividends in fiscal year 2017, and have no plans to pay cash dividends in the foreseeable future.
On June 6, 2016, we paid a $70.0 million dividend to the partners of JJill Topco Holdings.
Credit Facilities
As described above, we entered into our Term Loan and ABL Facility in connection with the Acquisition.
Concurrently, we repaid the principal and interest balances outstanding under our previous credit facilities, as required by the
respective agreements upon a change-in-control transaction. The following describes the credit facilities entered into in
connection with the Acquisition.
On May 8, 2015, we entered into the seven-year Term Loan of $250.0 million in conjunction with the Acquisition.
Obligations under the Term Loan are guaranteed by all of our current and future domestic restricted subsidiaries, subject to
certain exceptions. Our borrowings under the Term Loan are secured by (i) first-priority liens on substantially all assets other
than the ABL Priority Collateral (as defined below) and (ii) second-priority liens on the ABL Priority Collateral, in each case
subject to permitted liens and certain exceptions. The Term Loan contains certain terms and conditions which require us to
comply with financial and other covenants, including certain restrictions on our ability to incur additional indebtedness,
create liens, enter into transactions with affiliates, transfer assets, pay dividends, cause our subsidiaries to pay dividends to
us, consolidate or merge with other entities or undergo a change in control, make advances, investments and loans and
modify our organizational documents. The financial covenants requiring us to comply with a maximum leverage ratio and
limiting our capital expenditures are considered by us to be the covenants which are currently the most restrictive. The
maximum leverage ratio covenant requires us not to exceed, with respect to the four quarter period ending February 3, 2018,
a ratio of consolidated debt (net of unrestricted cash) to Adjusted EBITDA (subject to certain adjustments under the Term
Loan) of 4.5 to 1.0, which steps down to 3.0 to 1.0 over time. The Term Loan contains a financial covenant limiting our
capital expenditures to $37.5 million for the fiscal year ending February 3, 2018 plus additional amounts as permitted,
decreasing to $27.5 million per fiscal year over time. The Term Loan prohibits our ability to pay dividends to our
shareholders and the ability of our subsidiaries to pay dividends to us, subject to certain exceptions. We may pay dividends,
and our subsidiaries may pay dividends to us, if our leverage ratio would not exceed 2.5 to 1.0 after giving effect thereto. We
may also pay dividends up to the amount of our retained excess cash flow, plus certain other amounts, if our leverage ratio
would not exceed 3.25 to 1.0 after giving effect thereto. The Term Loan contains certain events of default. If a default occurs
and is not cured within an applicable cure period or is not waived, our obligations under the Term Loan may be accelerated.
The Term Loan allows us to elect, at our own option, the applicable interest rate for borrowings under the Term Loan using a
LIBOR or Base Rate variable interest rate plus an applicable margin. LIBOR loans under the Term Loan accrue interest at a
45
rate equal to LIBOR plus 5.00%, with a minimum LIBOR per annum of 1.00%. Base Rate loans under the Term Loan accrue
interest at a rate equal to (i) the highest of (a) the prime rate, (b) the Federal Funds Effective Rate plus 0.50%, (c) LIBOR
with a one-month interest period plus 1.00% and (d) 2.00%. As of February 3, 2018, we were in compliance with all financial
covenants under our Term Loan.
On May 27, 2016, we entered into an agreement to amend our Term Loan 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.
On May 8, 2015, we also entered into the ABL Facility, our five-year secured $40.0 million asset-based revolving
credit facility. Obligations under the ABL Facility are guaranteed by all of our current and future domestic restricted
subsidiaries, subject to certain exceptions. Our borrowings under the ABL Facility are secured by (i) first-priority liens on
accounts, inventory and certain other assets (the “ABL Priority Collateral”) and (ii) second-priority liens on substantially all
other assets, in each case subject to permitted liens and certain exceptions. The ABL Facility provides for a calculated
borrowing base of up to (i) 90% of the net amount of eligible credit card receivables, plus (ii) 85% of the net book value of
eligible accounts receivable, plus (iii) the lesser of (A) 100% of the value of eligible inventory and (B) 90% of the net orderly
liquidation value of eligible inventory, plus (iv) the least of (A) 100% of the value of eligible in-transit inventory, (B) 90% of
the net orderly liquidation value of eligible in-transit inventory and (C) the in-transit maximum amount (the in-transit
maximum amount is an amount not to exceed $12.5 million during the 1st and 3rd calendar quarters and $10.0 million during
the 2nd and 4th calendar quarters), minus (v) the sum of certain reserves established from time to time by the administrative
agent under the ABL Facility.
The ABL Facility allows us to elect, at our own option, the applicable interest rate for borrowings under the ABL
Facility using a LIBOR or Base Rate variable interest rate plus an applicable margin. LIBOR loans under the ABL Facility
accrue interest at a rate equal to LIBOR plus a spread ranging from 1.50% to 1.75%, subject to availability. Base Rate loans
under the ABL Facility accrue interest at a rate equal to (i) the highest of (a) the prime rate, (b) the overnight Federal Funds
Effective Rate plus 0.50%, (c) LIBOR with a one-month interest period plus 1.00% and (d) 2.00%, plus (ii) a spread ranging
from 0.50% to 0.75%, subject to availability. Principal is payable upon maturity of the ABL Facility on May 8, 2020. The
ABL Facility also requires the payment of monthly fees based on the average quarterly unused portion of the commitment, as
well as a fee on the balance of the outstanding letters of credit.
The ABL Facility contains certain terms and conditions which require us to comply with financial and other 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, undergo a change in control, make advances,
investments and loans or modify our organizational documents. The ABL Facility contains a financial covenant requiring us
to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0, with the ratio being Adjusted EBITDA (subject to certain
adjustments under the ABL Facility) to fixed charges. The ABL Facility prohibits our ability to pay dividends to our
shareholders and the ability of our subsidiaries to pay dividends to us, subject to certain exceptions. We may pay dividends,
and our subsidiaries may pay dividends to us, if our fixed charge coverage ratio is at least 1.0 to 1.0 and our availability under
the ABL Facility exceeds certain thresholds after giving effect thereto. The ABL Facility contains certain events of default. If
a default occurs and is not cured within an applicable cure period or is not waived, our obligations under the ABL Facility
may be accelerated. As of February 3, 2018, we were in compliance with all financial covenants under our ABL Facility.
As of February 3, 2018 and January 28, 2017 there were no loan amounts outstanding under the ABL Facility. As of
those same dates, we had outstanding letters of credit in the amounts of $1.6 million and $2.1 million, respectively. Based on
the borrowing terms of the ABL Facility, the maximum additional borrowing capacity was $38.4 million as of February 3,
2018 and $37.9 million as of January 28, 2017.
On January 18, 2017 and June 1, 2017, we made a voluntary prepayments of $10.1 million and $20.2 million, including
accrued interest, on our Term Loan. On December 15, 2017 we repurchased $5.0 million of our Term Loan on the open
market at 98% of par value.
See our audited consolidated financial statements and Note 9 thereto for a discussion of our credit facilities prior to the
Acquisition.
46
Contractual Obligations
We enter into long-term contractual obligations and commitments in the normal course of business. As of February 3,
2018 our outstanding contractual cash obligations were due during the periods presented below.
(in thousands)
Long-Term Debt Obligations
Principal payment obligations(1)
Interest expense on long-term debt(2)
Operating Lease Obligations(3)
Purchase Obligations(4)
Total
Total
Less than 1
year
1 - 3 years
3 - 5 years
More than 5
years
Payments Due by Period
$ 248,176
71,028
323,455
128,015
$ 770,674
$
2,799
16,940
46,406
128,015
$ 194,160
$
5,598
33,305
82,326
—
$ 121,229
$ 239,779
20,783
72,677
—
$ 333,239
$
—
—
122,046
—
$ 122,046
(1) Amounts assume that the Term Loan is paid upon maturity, and the ABL Facility remains undrawn, which may
or may not reflect future events.
(2) Assumes an interest rate of 6.8% per annum, consistent with the interest rate as of February 3, 2018.
(3) Assumes the base lease term included in our outstanding operating lease arrangements as of February 3, 2017.
Our future operating lease obligations would change if we were to exercise renewal options or if we renewed
existing leases or entered into new operating leases.
Purchase obligations represent purchase commitments on inventory that are short-term and are typically made six
to nine months in advance of planned receipt. It also includes commitments related to certain selling, general and
administrative expenses that are generally for periods of a year or less.
(4)
Off Balance Sheet Arrangements
We are not a party to any off balance sheet arrangements.
Critical Accounting Policies and Significant Estimates
Our discussion of results of operations and financial condition is based upon the consolidated financial statements
included elsewhere in this Annual Report on Form 10-K, which have been prepared in accordance with GAAP. The
preparation of financial statements in conformity with GAAP requires management to make estimates and certain
assumptions about future events that affect the classification and amounts reported in our consolidated financial statements
and accompanying notes, including revenue and expenses, assets and liabilities, and the disclosure of contingent assets and
liabilities. These estimates and assumptions are based on our historical results as well as management’s judgment. Although
management believes the judgment applied in preparing estimates is reasonable based on circumstances and information
known at the time, actual results could vary materially from estimates based on assumptions used in the preparation of our
consolidated financial statements.
The most significant accounting estimates involve a high degree of judgment or complexity. Management believes the
estimates and judgments most critical to the preparation of our consolidated financial statements and to the understanding of
our reported financial results include those made in connection with revenue recognition, including accounting for gift card
breakage and estimated merchandise returns; accounting for business combinations; estimating the value of inventory;
impairment assessments for goodwill and other indefinite-lived intangible assets, and long-lived assets; and estimating
equity-based compensation expense. Management evaluates its policies and assumptions on an ongoing basis. Our significant
accounting policies related to these accounts in the preparation of our consolidated financial statements are described below
(see Note 2 to our audited consolidated financial statements presented elsewhere in this Annual Report on Form 10-K for
additional information regarding our critical accounting policies).
Revenue Recognition
We recognize revenue and the related cost of merchandise sold when merchandise is received by our customers.
Revenue from our retail operations is recognized at the time of sale. Revenue from catalog and e-commerce sales is
recognized upon receipt of merchandise by the customer. Discounts provided to customers are recorded as a reduction to
sales revenue. The criteria for recognition of revenue is met when persuasive evidence that an arrangement exists, delivery of
product has occurred, the price is fixed or determinable and collectability is reasonably assured. In circumstances where
either title or risk of loss passes upon receipt by the customer, we defer recognition of revenue until such event occurs, based
on shipping records.
47
At the time sales revenue is recognized, we record a reserve for merchandise returns based on prior returns experience
and expected future returns in accordance with our return policy and discretionary returns practices. We monitor our returns
experience and resulting reserves on an ongoing basis and we believe our estimates are reasonable. We do not believe there is
a reasonable likelihood that there will be a material change in the assumptions used to calculate the allowance for sales
returns. However, if the actual cost of sales returns are significantly different than the estimated allowance, our results of
operations could be materially affected.
We sell gift cards without expiration dates to customers. Proceeds from the sale of gift cards are deferred and reflected
as gift cards redeemable until the customer redeems the gift card or when the likelihood of redemption is remote. Based upon
historical experience, we estimate the value of outstanding gift cards that will ultimately not be redeemed (breakage) nor
escheated under statutory unclaimed property laws. This amount is recognized as revenue over the time pattern established by
our historical gift card redemption experience. We monitor our gift card redemption experience and associated accounting on
an ongoing basis. Our historical experience has not varied significantly from amounts historically recorded and we believe
our assumptions are reasonable.
Business Combinations
JJill Holdings accounted for the Acquisition under the acquisition method of accounting. We elected to push down the
effects of the Acquisition and the application of the acquisition method of accounting to our consolidated financial
statements. This method requires allocating the purchase price to the acquisition date fair value of assets acquired, including
separately identifiable intangible assets, and liabilities assumed. The excess of the purchase price over the fair value of net
assets acquired is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires
management’s judgment, based on available information at the time of acquisition and subsequently obtained during a
measurement period up to one year following the date of acquisition, relating to events or circumstances that existed at the
acquisition date. Management’s judgment relies upon estimates and assumptions related to future cash flows, discount rates,
useful lives of assets, market conditions and other items. The fair value of assets acquired and liabilities assumed in a
business combination is estimated in accordance with the policies described below.
Inventory: Our inventory consists entirely of finished goods merchandise. Management values the inventory acquired
in business combinations based on the income approach, which bases fair value on the net retail value, less operating
expenses and a reasonable profit allowance.
Property and equipment: Our property and equipment consists primarily of leasehold improvements, furniture and
fixtures, computer software and hardware, and construction in progress. To determine the fair value of property and
equipment acquired in a business transaction, we primarily apply the replacement cost approach, which assumes that
replacement cost is the best indication of fair value. In certain instances, particularly with respect to determining the fair
value of assets with an active secondary market, we also give consideration to the market approach, which is based on current
selling prices of similar assets available for purchase in an arms-length transaction.
Intangible assets other than goodwill: The fair value of intangible assets other than goodwill acquired in a business
combination is recorded at fair value at the date of acquisition, as follows:
Trade Name: The fair value of our trade name is determined using the relief-from-royalty method, a variation of the
income approach. The relief-from-royalty method determines 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 estimated royalty rate is determined based on the assessment of a reasonable royalty rate that a
third party would negotiate in an arm’s-length license agreement for the use of the trade name.
Customer Relationships: The fair value of customer relationships are calculated using the excess earnings method.
Under this method, the value of an intangible asset is equal to the present value of the after-tax cash flows attributable solely
to the subject intangible asset, after making adjustments for the required return on and of the other associated assets.
Leasehold interests: Leasehold interests acquired are recorded as intangible real estate assets to the extent the terms of
a lease are favorable compared to current market transactions, or as liabilities to the extent lease terms are unfavorable
compared to the current market transactions. We assess the value of its assumed leaseholds based on the difference between
contractual rent and market rent calculated for each remaining lease year of each lease, discounted to present value. Market
rent is estimated by analyzing comparable leases in the location of its retail locations and an assumed annual inflation rate.
The rate applied to calculate present value is based upon data available from industry reports. Variations in any of these
factors could have an impact on the classification of leaseholds and the value of resulting assets and liabilities. We include
favorable and unfavorable leasehold interests as other assets and other liabilities, respectively, on its consolidated balance
sheet.
48
Deferred tax assets and liabilities: We record deferred tax assets and liabilities in connection with a business
combination in accordance with the basis of the purchase price consideration for tax purposes as allocated to the assets
acquired, based on the established hierarchy of tax regulations.
Merchandise Inventory
Inventory consists of finished goods merchandise held for sale to our customers. Inventory is stated at the lower of cost
or net realizable value, net of reserves for inventory. Cost is calculated using the weighted average method of accounting, and
includes the cost to purchase merchandise from our manufacturers, duties, commissions and inbound freight.
In the normal course of business, we record inventory reserves based on past and projected sales performance, as well
as the inventory on hand. The carrying value of inventory is reduced to estimated net realizable value when factors indicate
that merchandise will not be sold on terms sufficient to recover its cost.
We monitor inventory levels, sales trends and sales forecasts to estimate and record reserves for excess, slow-moving
and obsolete inventory. We utilize internal channels, including sales catalogs, the internet, and price reductions in retail and
outlet stores to liquidate excess inventory. In some cases, external channels such as inventory liquidators are utilized. The
prices obtained through these off-price selling methods varies based on many factors. Accordingly, estimates of future sales
prices requires management judgment based on historical experience, assessment of current conditions and assumptions
about future transactions. In addition, we conduct physical inventory counts to determine and record actual shrinkage.
Estimates for shrinkage are recorded between physical counts, based on actual shrinkage experience. Actual shrinkage can
vary from these estimates. When observed differences are identified, we adjust our inventory balances accordingly. We
believe our assumptions are reasonable, and monitor actual results to adjust estimates and inventory balances on an ongoing
basis. We have not made significant changes to our assumptions during the periods presented in our consolidated financial
statements included elsewhere in this Annual Report on Form 10-K, and estimates have not varied significantly from
historically recorded amounts.
Asset Impairment Assessments
Goodwill
We evaluate goodwill annually at year end to determine whether the carrying value reflected on the balance sheet is
recoverable, and more frequently if events or circumstances indicate that the fair value of a reporting unit is less than its
carrying value. Our two reporting units applicable to goodwill impairment assessments are defined as our direct and retail
sales channels. Examples of impairment indicators that would trigger an impairment assessment of goodwill between annual
evaluations include, among others, macro-economic conditions, competitive environment, industry conditions, changes in our
profitability and cash flows, and changes in sales trends or customer demand.
We may assess our 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 assessment of relevant events, facts and circumstances, that it is more likely than not that a
reporting unit’s fair value is greater than its carrying value, no further impairment testing is required.
If management’s assessment of qualitative factors indicates that it is more likely than not that the fair value of a
reporting unit is less than its carrying value, then a quantitative assessment is performed. We also have the option to bypass
the qualitative assessment described above and proceed directly to the quantitative assessment. The quantitative assessment
requires comparing the fair value of a reporting unit to its carrying value, including goodwill. We estimate the fair value of
reporting units using the income approach. The income approach uses a discounted cash flow analysis, which involves
significant estimates and assumptions, including preparation of revenue and profitability growth forecasts, selection of the
discount rate and the 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.
For the fourth quarters of 2017 and 2016, we performed a step zero test, and during the 2015 Successor Period, we
performed a step one test. Our tests for impairment of goodwill resulted in a determination that the fair value of each
reporting unit exceeded the carrying value of its net assets during fiscal year 2017, 2016, and the 2015 Successor Period. We
49
do not anticipate any material impairment charges in the near term. This analysis contains uncertainties because it requires us
to make assumptions and to apply judgments to estimate industry economic factors and the profitability of future business
strategies. If actual results are not consistent with our estimates and assumptions, we may be exposed to future impairment
losses that could be material.
Indefinite-Lived Intangible Assets
Our trade name has been assigned an indefinite life as we currently anticipate that it will contribute cash flows to us
indefinitely. Our trade name is reviewed at least annually to determine whether events and circumstances continue to support
an indefinite, useful life.
We evaluate our trade name for potential impairment at least annually during the fourth fiscal quarter, or whenever
events or changes in circumstances indicate that its carrying value may not be recoverable. Conditions that may indicate
impairment include, but are not limited to, significant loss of market share to a competitor, the identification of other
impaired assets within a reporting unit, loss of key personnel that negatively and materially has an adverse effect on our
operations, the disposition of a significant portion of a reporting unit or a significant adverse change in business climate or
regulations.
Impairment losses are recorded to the extent that the carrying value of the indefinite-lived intangible asset exceeds its
fair value. We measure the fair value of our trade name using the income approach, which uses a discounted cash flow
analysis. The most significant estimates and assumptions inherent in this approach are the preparation of revenue and
profitability growth forecasts, selection of the discount rate, and selection of the terminal year multiple.
We assessed the carrying value of intangible assets as described above and determined that no impairment losses were
required during fiscal years 2017 and 2016, or the 2015 Successor period.
Long-Lived Assets
Long-lived assets include definite-lived intangible assets subject to amortization and property and equipment. Long-
lived assets obtained in a business combination are recorded at the acquisition-date fair value, while property and equipment
purchased in the normal course of business is recorded at cost.
We assess the carrying value of long-lived assets for potential impairment whenever indicators exist that the carrying
value of an asset group might not be recoverable. Indicators of impairment include, among others, 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 in its
physical condition, and operating or cash flow performance that demonstrates continuing losses associated with an asset
group.
When indicators of potential impairment exist, we compare the sum of estimated undiscounted future cash flows
expected to result from the use and eventual disposition of the asset group to the carrying value of the asset group. If the
carrying value of an asset group exceeds the sum of estimated undiscounted future cash flows, we record an impairment loss
in the amount required to reduce carrying value of the asset group to fair value. We estimate the fair value of an asset group
based on the present value of estimated future cash flows, calculated by discounting the cash flow projections used in the
previous step.
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.
Determining the fair value of long-lived assets requires management judgment and relies upon the use of significant
estimates and assumptions, including future sales, our margins and cash flows, current and future market conditions, discount
rates applied, useful lives and other factors. We believe our assumptions are reasonable based on available information.
Changes in assumptions and estimates used in the impairment analysis, or future results that vary from assumptions used in
the analysis, could affect the estimated fair value of long-lived intangible assets and could result in impairment charges in a
future period.
50
Equity-based Compensation
Successor
Following our initial public offering on March 9, 2017, the Company accounts for equity-based compensation using the
grant-date market price of our common stock and the Black-Scholes option pricing model. 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.
Previous to our initial public offering on March 9, 2017, JJill Topco Holdings maintained an Incentive Equity Plan that
allowed JJill Topco Holdings to grant incentive units to certain of our directors and senior executives, by granting Class A
Common Interests (“Common Interests”). During the 2015 Successor Period, JJill Topco Holdings issued Common Interests,
which are considered to be equity-classified awards. We recognized the fair value of the awards as compensation expense,
net of forfeitures, over the requisite service period, which was generally the vesting period of the award. We accounted for
equity-based compensation for JJill Topco Holdings’ Common Interests by recognizing the fair value of equity-based
compensation as an expense within selling, general and administrative expenses in our consolidated statements of operations
and comprehensive income (loss) as the costs are deemed to be for our benefit. Fair value of the awards was determined at
the date of grant using an option pricing model. Use of an option pricing model required that we made assumptions as to the
volatility of JJill Topco Holdings’ Common Interests, the expected dividend yield, the expected term and the risk-free interest
rate that approximates the expected term. All key assumptions and inputs are the responsibility of management and we
believe they were reasonable.
JJill Topco Holdings’ Common Interests were not publicly traded. As there was no public market for JJill Topco
Holdings’ Common Interests, the estimated fair value of the Common Interests was determined by JJill Topco Holdings’
board of directors as of the respective grant date of each Common Interest, with input from management, considering as one
of the factors the most recently available third-party valuations of common stock and JJill Topco Holdings’ board of
directors’ assessment of additional objective and subjective factors that it believed were relevant and which may have
changed from the date of the most recent valuation through the date of the grant. These third-party valuations were performed
in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and
Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. JJill Topco Holdings’
Common Interests valuation was prepared using the option-pricing method (“OPM”), which uses market approaches to
estimate the enterprise value. The OPM treats common interests and preferred stock as call options on the total equity value
of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a
company’s securities changes. Under this method, the common interest has value only if the funds available for distribution
to stockholders exceeded the value of the preferred stock liquidation preferences at the time of the liquidity event, such as a
sale. In addition to considering these valuations, JJill Topco Holdings’ board of directors considered various objective and
subjective factors to determine the fair value of JJill Topco Holdings’ Common Interest as of each grant date, including:
•
•
•
•
our financial position, including cash on hand, and our historical and forecasted performance and operating results;
external market conditions affecting our industry;
the lack of an active market for JJill Topco Holdings’ Common Interests and preferred stock; and
the likelihood of achieving a liquidity event, such as an initial public offering (“IPO”) or sale of our company in
light of prevailing market conditions.
The assumptions underlying these valuations represented management’s best estimates, which involved inherent
uncertainties and the application of management judgment.
Predecessor
During the Predecessor periods, we accounted for compensation expense related to our share-based awards using the
intrinsic value method, as permitted by ASC 718 for nonpublic entities, with changes in the value of the share-based awards
being recognized as compensation expense at each reporting period. JJIP LLC (“JJIP”), a Limited Partnership, was formed by
our then current owners and held a portion of our outstanding common units. A management incentive unit equity program
was established by JJIP to provide the opportunity for our key employees to participate in the appreciation of the business.
During such periods, service-based and performance-based awards were issued. For service-only share-based awards, we
recognized the related compensation expense in the period in which the award holder is required to provide service, which is
generally over the required service period.
51
For the performance-based awards, vesting occurred upon achievement or satisfaction of a specified performance
condition. Such conditions would be met upon the earlier of the attainment of a predetermined return on investment by
certain equity investors in the Predecessor entity, or a change in control, whereby all outstanding unvested awards would
immediately vest. We considered the probability of achieving the established performance targets in determining our equity-
based compensation with respect to these awards at the end of each reporting period. During the 2015 Predecessor period,
there was no compensation expense recognized for the performance-based awards. The performance conditions of the
Predecessor plan were met only on the date of the Acquisition.
Jumpstart Our Business Startups Act of 2012 (JOBS Act)
In April 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce
certain reporting requirements for an “emerging growth company.” As an “emerging growth company,” we are electing not
to take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised
accounting standards, and, as a result, we will comply with new or revised accounting standards on the relevant dates on
which adoption of such standards is required for non-emerging growth public companies. Section 107 of the JOBS Act
provides that our decision not to take advantage of the extended transition period is irrevocable.
We have chosen to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act.
Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company” we are not required to, among
other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to
Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging
growth public companies under the Dodd-Frank Act, (iii) comply with any requirement that may be adopted by the Public
Company Accounting Oversight Board (United States) regarding mandatory audit firm rotation or a supplement to the
auditor’s report providing additional information about the audit and the consolidated financial statements (auditor discussion
and analysis) and (iv) disclose certain executive compensation-related items, such as the correlation between executive
compensation and performance and comparisons of the chief executive officer’s compensation to median employee
compensation. We may remain an “emerging growth company” until the last day of the fiscal year following the fifth
anniversary of the completion of our initial public offering on March 9, 2017. However, if certain events occur prior to the
end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenue equals or exceeds
$1.07 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an
“emerging growth company” prior to the end of such five-year period.
Recent Accounting Pronouncements
See Note 3 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for
information regarding recently issued accounting pronouncements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
We are subject to interest rate risk in connection with borrowings under the Term Loan and ABL Facility, which bear
interest at variable rates equal to LIBOR plus a margin as defined in the respective agreements described above. As of
February 3, 2018, there was no outstanding balance under the ABL Facility, and $1.6 million letters of credit outstanding.
The undrawn borrowing availability under the ABL Facility was $38.4 million and the amount outstanding under the Term
Loan had decreased to $248.2 million as a result of scheduled payments and $25.2 million of voluntary prepayments and
open market repurchases. We currently do not engage in any interest rate hedging activity and we have no intention to do so
in the foreseeable future. Based on the interest rate on the ABL Facility at February 3, 2018, and the schedule of outstanding
borrowings under our Term Loan, a 10% change in our current interest rate would affect net income by $1.9 million during
fiscal year 2017.
Impact of Inflation
Our results of operations and financial condition are presented based on historical cost. While it is difficult to
accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe the effects of
inflation, if any, on our results of operations and financial condition have been immaterial. We cannot assure you our
business will not be affected in the future by inflation.
52
Item 8. Financial Statements and Supplementary Data
The financial statements required to be filed pursuant to this Item 8 are appended to this report. An index of those
financial statements is found in Item 15.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information
required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such
information is accumulated and communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure.
Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Annual Report on
Form-10-K. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of the
end of the period covered by this Annual Report on Form-10-K our disclosure controls and procedures were effective to
provide such reasonable assurance.
Management’s Annual Report on Internal Control over Financial Reporting
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, is responsible for
establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is
defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the
supervision of, the company's principal executive and principal financial officers and effected by the company’s board of
directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles
and includes those policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the assets of the company; provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Our management assessed the effectiveness of the Company’s internal control over financial reporting as of February
3, 2018. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013).
Based on our assessment, management, with the participation of our Chief Executive Officer and Chief Financial
Officer, concluded that, as of February 3, 2018, our internal control over financial reporting was effective based on those
criteria.
This Annual Report on Form 10-K does not include an attestation report of our independent registered public
accounting firm due to a transition period established by SEC rules and regulations for newly public companies.
53
Limitations on the Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the
desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are
resource constraints and our management is required to apply judgment in evaluating the benefits of possible controls and
procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions.
Changes to Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during our most recent fiscal quarter ended
February 3, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
Item 9B. Other Information
Not applicable.
54
Item 10. Directors, Executive Officers and Corporate Governance
PART III
The information required by this item will be contained in our definitive proxy statement in connection with our 2018
Annual Meeting of Stockholders (the “Proxy Statement”), which is expected to be filed with the SEC not later than 120 days
after the end of our fiscal year ended February 3, 2018, and is incorporated herein by reference.
Code of Business Conduct and Ethics
Our board of directors has adopted a code of conduct and ethics that applies to all of our directors, officers and
employees and is intended to comply with the relevant listing requirements for a code of conduct as well as qualify as a “code
of ethics” as defined by the rules of the SEC. The statement contains general guidelines for conducting our business
consistent with the highest standards of business ethics. We intend to disclose future amendments to certain provisions of our
code of conduct and ethics, or waivers of such provisions applicable to any principal executive officer, principal financial
officer, principal accounting officer and controller, or persons performing similar functions, and our directors, on our website
at www.jjill.com. The code of conduct and ethics is available on our website at www.jjill.com.
Item 11. Executive Compensation
The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.
55
Item 15. Exhibits, Financial Statement Schedules
(a)(1)
Financial Statements.
PART IV
See the “Index to Consolidated Financial Statements” on page F-1 below for the list of financial statements filed as part
of this report.
(a)(2)
Financial Statement Schedules.
All schedules have been omitted because they are not required or because the required information is given in the
Consolidated Financial Statements or Notes thereto set forth below beginning on page F-1.
(a)(3)
Exhibits.
The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Annual Report on
Form 10-K.
56
Exhibit
Number
3.1
3.2
10.1
10.2
10.3†
10.4
10.5
10.6
10.7
10.8
10.9†
10.10†
10.11†
10.12
Exhibit Index
Exhibit Description
Certificate of Incorporation of J.Jill, Inc. (incorporated by reference from Exhibit 3.1 to the Company’s Form 10-
K, filed on April 28, 2017 (File No. 001-38026)).
Bylaws of J.Jill, Inc. (incorporated by reference from Exhibit 3.2 to the Company’s Form 10-K, filed on April
28, 2017 (File No. 001-38026)).
Form of Indemnification Agreement (incorporated by reference from Exhibit 10.1 to Amendment No. 1 to the
Company’s Registration Statement on Form S-1, filed on February 27, 2017 (File No. 333-215993)).
Registration Rights Agreement, dated as of March 14, 2017 (incorporated by reference from Exhibit 10.2 to the
Company’s Form 10-K, filed on April 28, 2017 (File No. 001-38026)).
J.Jill, Inc. 2017 Omnibus Equity Incentive Plan (incorporated by reference from Exhibit 10.3 to the Company’s
Form 10-K, filed on April 28, 2017 (File No. 001-38026)).
Term Loan Credit Agreement, dated as of May 8, 2015, among Jill Holdings LLC, Jill Acquisition LLC, the
various lenders party thereto from time to time and Jefferies Finance LLC, as the administrative agent
(incorporated by reference from Exhibit 10.4 to the Company’s Registration Statement on Form S-1, filed on
February 10, 2017 (File No. 333-215993)).
Amendment No. 1 to Term Loan Credit Agreement, dated as of May 27, 2016, among Jill Acquisition LLC, Jill
Intermediate LLC, the lenders party thereto and Jefferies LCC as the administrative agent (incorporated by
reference from Exhibit 10.5 to the Company’s Registration Statement on Form S-1, filed on February 10, 2017
(File No. 333-215993)).
ABL Credit Agreement, dated as of May 8, 2015, among Jill Holdings LLC, Jill Acquisition LLC, certain
subsidiaries of Jill Acquisition LLC from time to time party thereto, the lenders party thereto and CIT Finance
LLC, as the administrative agent and collateral agent (incorporated by reference from Exhibit 10.6 to the
Company’s Registration Statement on Form S-1, filed on February 10, 2017 (File No. 333-215993)).
Amendment No. 1 to ABL Credit Agreement, dated as of May 27, 2016, among Jill Acquisition LLC, Jill
Intermediate LLC, certain subsidiaries of Jill Acquisition LLC from time to time party thereto, the lenders party
thereto and CIT Finance LLC, as the administrative agent and collateral agent (incorporated by reference from
Exhibit 10.7 to the Company’s Registration Statement on Form S-1, filed on February 10, 2017 (File No. 333-
215993)).
Services Agreement, dated as of May 8, 2015, by and between Jill Acquisition LLC and TowerBrook Capital
Partners L.P (incorporated by reference from Exhibit 10.8 to the Company’s Registration Statement on Form S-
1, filed on February 10, 2017 (File No. 333-215993)).
Second Amended and Restated Employment Agreement, dated as of March 14, 2017, by and between Paula
Bennett, J.Jill, Inc., JJill Topco Holdings, LP, Jill Acquisition LLC, and certain other parties thereto
(incorporated by reference from Exhibit 10.9 to the Company’s Form 10-K, filed on April 28, 2017 (File No.
001-38026)).
Amended and Restated Employment Agreement, dated as of as May 22, 2015, by and between David Biese and
Jill Acquisition LLC (incorporated by reference from Exhibit 10.10 to Amendment No. 1 to the Company’s
Registration Statement on Form S-1, filed on February 27, 2017 (File No. 333-215993)).
Amended and Restated Employment Agreement, dated as of May 22, 2015, by and between Joann Fielder and
Jill Acquisition LLC and Amendment No. 1 thereto, dated as of July 27, 2015 (incorporated by reference from
Exhibit 10.11 to Amendment No. 1 to the Company’s Registration Statement on Form S-1, filed on February 27,
2017 (File No. 333-215993)).
Lease Agreement, dated as of September 30, 2010, by and between Cole JJ Tilton NH, LLC and Jill Acquisition
LLC (incorporated by reference from Exhibit 10.12 to the Company’s Registration Statement on Form S-1, filed
on February 10, 2017 (File No. 333-215993)).
57
Exhibit
Number
10.13
10.14*†
10.15†
10.16
10.17†
10.18†
Exhibit Description
Stockholders Agreement, dated as of March 14, 2017 (incorporated by reference from Exhibit 10.13 to the
Company’s Form 10-K, filed on April 28, 2017 (File No. 001-38026)).
Form of Stock Option Award Agreement for Vice Presidents and Above under the J.Jill, Inc. 2017 Omnibus
Equity Incentive Plan.
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the J.Jill, Inc. 2017
Omnibus Equity Incentive Plan (incorporated by reference from Exhibit 10.15 to Amendment No. 1 to the
Company’s Registration Statement on Form S-1, filed on February 27, 2017 (File No. 333-215993)).
Amended and Restated Agreement of Limited Partnership of JJill Topco Holdings, LP, dated as of May 8, 2015
(incorporated by reference from Exhibit 10.16 to Amendment No. 1 to the Company’s Registration Statement on
Form S-1, filed on February 27, 2017 (File No. 333-215993)).
JJill Topco Holdings, LP Incentive Equity Plan (incorporated by reference from Exhibit 10.17 to Amendment
No. 1 to the Company’s Registration Statement on Form S-1, filed on February 27, 2017 (File No. 333-215993)).
Form of Grant Agreement under the JJill Topco Holdings, LP Incentive Equity Plan (incorporated by reference
from Exhibit 10.18 to Amendment No. 1 to the Company’s Registration Statement on Form S-1, filed on
February 27, 2017 (File No. 333-215993)).
10.19*†
J.Jill, Inc. Employee Stock Purchase Plan.
10.20*†
Employment Agreement, dated as of March 13, 2018, by and between Linda Heasley and J.Jill, Inc.
10.21*†
Retirement Agreement, dated as of March 13, 2018, by and between Paula Bennett and J.Jill, Inc.
10.22†
Form of Restricted Stock Unit Award Agreement for Vice Presidents and Above under the J.Jill, Inc. 2017
Omnibus Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to the Company’s Form 8-K, filed
on April 11, 2018 (File No. 001-38026)).
21.1
23.1*
31.1*
31.2*
32.1*
32.2*
Subsidiaries of J.Jill, Inc. (incorporated by reference from Exhibit 21.1 to the Company’s Form 10-K, filed on
April 28, 2017 (File No. 001-30826)).
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities
Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities
Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
101*
XBRL Interactive Data Files
*
†
Filed herewith.
Management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
None
58
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant
has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: April 13, 2018
J.Jill, Inc.
By:
/s/ Paula Bennett
Paula Bennett
President, Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below
by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Name
Title
Date
/s/ Paula Bennett
Paula Bennett
/s/ David Biese
David Biese
/s/ Michael Rahamim
Michael Rahamim
/s/ Andrew Rolfe
Andrew Rolfe
/s/ Travis Nelson
Travis Nelson
/s/ Marka Hansen
Marka Hansen
/s/ Michael Recht
Michael Recht
/s/ Michael Eck
Michael Eck
/s/ Linda Heasley
Linda Heasley
/s/ James Scully
James Scully
President, Chief Executive Officer and Director
(Principal Executive Officer)
April 13, 2018
Executive Vice President, Chief Financial and
Operating Officer (Principal Financial Officer and
Principal Accounting Officer)
April 13, 2018
Chairman of the Board of Directors
April 13, 2018
April 13, 2018
April 13, 2018
April 13, 2018
April 13, 2018
April 13, 2018
April 13, 2018
April 13, 2018
Director
Director
Director
Director
Director
Director
Director
59
J.Jill, Inc.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm .................................................................................................................................
F-2
Audited Consolidated Financial Statements
Consolidated Balance Sheets as of February 3, 2018 and January 28, 2017......................................................................................................
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Fiscal Year Ended February 3,
F-4
2018 (Successor), January 28, 2017 (Successor), the Period from May 8, 2015 through January 30, 2016
(Successor), and the Period from February 1, 2015 through May 7, 2015 (Predecessor) .............................................................................
F-5
Consolidated Statements of Members’ Equity for the Period From February 1, 2015 through May 7, 2015
(Predecessor)..................................................................................................................................................................................................
F-6
Consolidated Statements of Shareholders’ / Members’ Equity for the Fiscal Year Ended February 3, 2018
(Successor), January 28, 2017 (Successor), and the Period from May 8, 2015 through January 30, 2016
(Successor).....................................................................................................................................................................................................
F-7
Consolidated Statements of Cash Flows for the Fiscal Year Ended February 3, 2018 (Successor), January 28,
2017 (Successor), the Period from May 8, 2015 through January 30, 2016 (Successor), and the Period from
February 1, 2015 through May 7, 2015 (Predecessor)...................................................................................................................................
Notes to Consolidated Financial Statements ......................................................................................................................................................
F-8
F-9
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of J.Jill, Inc
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of J.Jill, Inc. and its subsidiaries (Successor) as of February
3, 2018 and January 28, 2017, and the related consolidated statements of operations and comprehensive income (loss), of
shareholders’/members’ equity and of cash flows for the period from May 8, 2015 to January 30, 2016 and for each of the
two years in the period ended February 3, 2018, including the related notes (collectively referred to as the “consolidated
financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the
financial position of the Company as of February 3, 2018 and January 28, 2017, and the results of their operations and their
cash flows for the period from May 8, 2015 to January 30, 2016 and for each of the two years in the period ended February 3,
2018 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm
registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to
obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our
audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable
basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Boston, MA
April 12, 2018
We have served as the Company's auditor since 2009, which includes periods before the Company became subject to SEC
reporting requirements.
F-2
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of J.Jill, Inc.
In our opinion, the accompanying consolidated statements of operations and comprehensive income (loss), of members’
equity and of cash flows for the period from February 1, 2015 to May 7, 2015 present fairly, in all material respects, the
results of operations and cash flows of J.Jill, Inc. and its subsidiaries (Predecessor) for the period from February 1, 2015 to
May 7, 2015 in conformity with accounting principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit of these financial statements in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
October 21, 2016, except for the effects of the corporate conversion as discussed in Note 1, Note 13 and Note 15, and the
parent merger discussed in Note 1 as to which the date is February 25, 2017
F-3
J.Jill, Inc.
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
Assets
Current assets:
Cash
Accounts receivable
Inventories, net
Prepaid expenses and other current assets
Receivable from related party
Total current assets
Property and equipment, net
Intangible assets, net
Goodwill
Other assets
Total assets
Liabilities and Shareholders' / Members’ Equity
Current liabilities:
Accounts payable
Accrued expenses and other current liabilities
Current portion of long-term debt
Total current liabilities
Long-term debt, net of discount and current portion
Deferred income taxes
Other liabilities
Total liabilities
Commitments and contingencies (see Note 11)
Shareholders' / Members’ Equity
February 3,
2018
January 28,
2017
$
$
$
25,978 $
4,733
80,591
21,166
—
132,468
118,420
148,961
197,026
682
597,557 $
53,962 $
48,759
2,799
105,520
238,881
46,263
27,577
418,241
13,468
3,851
66,641
18,559
1,922
104,441
102,322
163,483
197,026
1,033
568,305
38,438
46,121
2,799
87,358
264,440
73,511
20,132
445,441
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
Common units, zero par value, zero and 1,000,000 units authorized, issued and
outstanding at February 3, 2018 and January 28, 2017, respectively
Contributed capital
Additional paid-in capital
Accumulated earnings
Total shareholders' / members’ equity
Total liabilities and shareholders' / members’ equity
$
437
—
—
—
117,393
61,486
179,316
597,557 $
—
116,743
—
6,121
122,864
568,305
The accompanying notes are an integral part of these consolidated financial statements.
F-4
J.Jill, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
(in thousands, except share and per share data)
Net sales
Costs of goods sold
Gross profit
Selling, general and administrative expenses
Acquisition-related expenses
Operating income
Interest expense
Income (loss) before provision for income taxes
Income tax (benefit) provision
Net income (loss) and total comprehensive
income (loss)
Net income (loss) per common share attributable
to common shareholders:
Basic
Diluted
Weighted average number of common shares
outstanding:
For the Fiscal
Year Ended
February 3, 2018
$
698,145 $
234,065
464,080
394,893
—
69,187
19,261
49,926
(5,439)
Successor
For the Fiscal
Year Ended
January 28,
2017
639,056 $
211,117
427,939
368,525
—
59,414
18,670
40,744
16,669
For the Period
from May 8,
2015 to January
30, 2016
Predecessor
For the Period
from February 1,
2015 to May 7,
2015
$
420,094
155,091
265,003
246,482
8,560
9,961
11,893
(1,932)
2,322
141,921
44,232
97,689
80,151
13,341
4,197
4,599
(402)
1,499
$
$
$
55,365 $
24,075 $
(4,254)
$
(1,901)
1.32 $
1.27 $
0.55 $
0.55 $
(0.10)
(0.10)
$
$
(0.04)
(0.04)
Basic
Diluted
41,926,157
43,571,746
43,747,944
43,747,944
43,747,944
43,747,944
43,747,944
43,747,944
The accompanying notes are an integral part of these consolidated financial statements.
F-5
J.Jill, Inc.
CONSOLIDATED STATEMENTS OF MEMBERS’ EQUITY
(PREDECESSOR)
(in thousands, except unit data)
Preferred Class A Units
Units Amount
Capital
Class B Units
Units
Amount
Common Units
Units
Contributed Accumulated
Amount Capital
(Deficit)
Total
Members’
Equity
(Deficit)
Balance, January
31, 2015
Equity-based
compensation
Net loss
Balance, May 7
2015
Elimination of
equity in
connection
with Acquisition
(see Note 4)
Balance, May 8,
2015
$ 72,824 100 $
1 3,927,601 $ 39,276 1,000,000 $ — $
7,292 $ (47,886) $ (1,317)
— — —
— — —
—
—
—
—
— —
— —
441
—
—
(1,901)
441
(1,901)
$ 72,824 100 $
1 3,927,601 $ 39,276 1,000,000 $ — $
7,733 $ (49,787) $ (2,777)
(72,824) (100)
(1) (3,927,601) (39,276) (1,000,000) —
(7,733)
49,787
2,777
$
— — $ —
— $
—
— $ — $
— $
— $
—
F-6
J.Jill, Inc.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ / MEMBERS’ EQUITY
(SUCCESSOR)
(in thousands, except unit data)
Additional
Common Units
Amount
Common Shares
Shares
Contributed
Paid-in Accumulated
Earnings
Units
1,000,000 $
Balance, May 8, 2015
—
Equity-based compensation
Net income
—
Balance, January 30, 2016 1,000,000 $
—
Distribution to member
—
Equity-based compensation
Net income
—
Balance, January 28, 2017 1,000,000 $
Other equity transactions
—
(1,000,000)
Corporate conversion
—
Issuance of common stock
—
Vesting of restricted stock
—
Equity-based compensation
—
Net income
— $
Balance, February 3, 2018
Capital
—
—
—
—
—
—
—
—
—
—
437
— 43,747,944
4,846 —
—
— —
—
— —
—
— 43,752,790 $ 437 $
Amount Capital
— $
— $ — $ 170,657 $
—
168
— —
—
— —
—
— $
— $ — $ 170,825 $
—
(54,706)
— —
—
624
— —
—
— —
—
— $
— $ — $ 116,743 $
— —
—
305
— — (117,048) 117,048
(437)
—
—
—
782
—
—
—
— $ 117,393 $
Total
Shareholders'
/ Members’
Equity
172,251
168
(4,254)
168,165
(70,000)
624
24,075
122,864
305
—
—
—
782
55,365
179,316
1,594 $
—
(4,254)
(2,660) $
(15,294)
—
24,075
6,121 $
—
—
—
—
—
55,365
61,486 $
The accompanying notes are an integral part of these consolidated financial statements.
F-7
J.Jill, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Net income (loss)
Operating activities:
Adjustments to reconcile net income (loss) to net cash provided by
operating activities
Depreciation and amortization
Impairment of long lived assets
Amortization of inventory fair value adjustment
Gain on extinguishment of debt
Loss on disposal of fixed assets
Noncash amortization of deferred financing and debt
discount costs
Payment-in-kind interest on debt
Equity-based compensation
Deferred rent liability
Deferred income taxes
Changes in operating assets and liabilities, net of Acquisition
Accounts receivable
Inventories
Prepaid expenses and other current assets
Accounts payable
Accrued expenses
Other noncurrent assets
Other noncurrent liabilities
Net cash provided by operating activities
Investing activities:
Acquisition, net of cash acquired
Purchases of property and equipment
Net cash used in investing activities
Financing activities:
Repurchase of Common Units
Repayments on long-term debt
Proceeds from long-term debt
Payment of debt issuance costs
Proceeds from equity investment
Receivable from related party
Distribution to member
Proceeds from revolving credit facility
Repayments of revolving credit facility
Net cash (used in) provided by financing activities
Net change in cash
Cash:
Beginning of Period
End of Period
Supplemental cash flow information:
Cash paid for interest
Cash paid for taxes
Noncash investing and financing activities:
Noncash purchase consideration
Successor
For the Fiscal
Year Ended
February 3,
2018
For the Fiscal
Year Ended
January 28,
2017
For the Period
from May 8,
2015 to
January 30,
2016
Predecessor
For the Period
from
February 1,
2015 to May 7,
2015
$
55,365
$
24,075
$
(4,254) $
(1,901)
35,040
2,164
—
(100)
586
2,570
—
782
985
(27,248)
(882)
(13,950)
(2,607)
15,322
1,272
(7)
7,062
76,354
—
(38,372)
(38,372)
—
(27,699)
—
—
—
2,227
—
—
—
(25,472)
12,510
36,219
—
—
—
385
1,861
—
624
1,785
(4,541)
(687)
(2,235)
1,980
(2,630)
3,318
(13)
7,059
67,200
—
(37,077)
(37,077)
(305)
(12,775)
40,000
(1,668)
—
588
(70,000)
—
—
(44,160)
(14,037)
28,702
—
10,471
—
237
983
—
168
3,071
(7,261)
4,017
(1,577)
(7,112)
3,931
6,390
(1,113)
5,349
42,002
(385,744)
(26,559)
(412,303)
—
(1,250)
250,000
(9,640)
160,546
(1,850)
—
—
—
397,806
27,505
$
$
13,468
25,978
16,390
20,521
$
$
27,505
13,468
16,406
15,497
$
$
—
27,505
11,192
16,033
$
$
—
—
10,111
5,147
—
—
—
112
657
1,192
441
84
(961)
(3,504)
(6,955)
(1,716)
(7,608)
18,827
12
1,906
5,733
—
(7,406)
(7,406)
—
(5,646)
—
—
—
—
—
58,750
(51,500)
1,604
(69)
604
535
2,952
882
—
2,547
Capital expenditures financed with the ending balance in accounts
payable and accrued expenses
1,274
The accompanying notes are an integral part of these consolidated financial statements.
2,404
740
F-8
J.Jill, Inc.
Notes to Consolidated Financial Statements
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.
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
F-9
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.
F-10
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
Computer software and hardware
Leasehold improvements
5-7 years
3-5 years
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
F-11
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
F-12
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.
F-13
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.
F-14
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.
F-15
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,
above.
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.
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. The
amendments in this update involve several aspects of accounting for equity-based payment transactions, including income tax
consequences, classification of awards, and classification on the statement of cash flows. For public business entities, the
amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within
those annual periods. The adoption of ASU 2016-09 was done on a prospective basis and did not have a material impact on
the consolidated financial statements.
F-16
In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. The amendments in this
update more closely align the measurement of inventory in GAAP with the measurement of inventory in International
Financial Reporting Standards, under which an entity should measure inventory at the lower of cost or net realizable value.
Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of
completion, disposal, and transportation. The adoption of ASU 2015-11 was done on a prospective basis and did not have a
material impact on the consolidated financial statements.
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. The amendments in this update include a new FASB ASC
Topic 842, which supersedes Topic 840. The core principle of Topic 842 is that a lessee should recognize the assets and
liabilities that arise from leases. For public business entities, the amendments in this update are effective for fiscal years
beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all
entities as of the beginning of interim or annual reporting periods. The Company is currently evaluating the impact that
adopting ASU 2016-02 will have on its consolidated financial statements and expects to raise significant “Right of Use”
assets and significant, offsetting lease liabilities. These amounts have not yet been quantified.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers—Topic 606, which supersedes
the revenue recognition requirements in FASB ASC 605. The new guidance established principles for reporting revenue and
cash flows arising from an entity’s contracts with customers. This new revenue recognition standard will replace most of the
recognition guidance within GAAP. This guidance was deferred by ASU 2015-14, Revenue from Contracts with Customers
(Topic 606): Deferral of the Effective Date, issued by the FASB in August 2015, which deferred the effective date of ASU
2014-09 from annual and interim periods beginning after December 15, 2016 to annual and interim periods beginning after
December 15, 2017. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers: Principal
versus Agent Considerations, which further clarifies the implementation guidance in ASU 2014-09. In April 2016, the FASB
issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and
Licensing, to expand the guidance on identifying performance obligations and licensing within ASU 2014-09. In May 2016,
the FASB issued ASU 2016-12, Revenues from Contracts with Customers: Narrow-Scope Improvements and Practical
Expedients, which amends the guidance in the new revenue standard on collectability, noncash consideration, presentation of
sales tax, and transition. The amendments are intended to address implementation issues that were raised by stakeholders and
provide additional practical expedients to reduce the cost and complexity of applying the new revenue standard. In December
2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with
Customers, which addresses various technical corrections for the ASUs listed above. These standards are effective for fiscal
years beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is
permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within
that reporting period. Based on the Company’s assessment of these standards, it has identified certain changes to accounting
policies, including the timing of revenue recognition, direct response advertising costs, the presentation of marketing program
reimbursements under the private label credit card arrangement and the gross versus net presentation of merchandise returns.
The Company will adopt the standard on February 4, 2018, using the modified retrospective method, which will result in a
cumulative effect reduction to accumulated retained earnings of $0.3 million.
F-17
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):
Assets acquired:
Cash
Accounts receivable
Inventories
Prepaid expenses and other
Property and equipment
Intangible assets
Goodwill
Other assets
Total assets acquired
Liabilities assumed:
Current liabilities
Deferred income taxes
Other liabilities
Total liabilities assumed
Net assets acquired
As of May 8,
2015
$
$
535
7,181
73,300
13,427
78,684
192,300
196,572
256
562,255
75,583
86,098
4,184
165,865
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
F-18
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):
Leasehold Interests
Favorable
Unfavorable
Net non-market leasehold interests
Fair Value at
Acquisition
Weighted
Averaged
Useful Life
$
$
161
(3,727)
(3,566)
8.8 years
6.4 years
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):
Net sales
Net income (loss)
For the Year
Ended January 30,
2016
$
$
562,015
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.
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
Prepaid catalog costs
Prepaid store supplies
Prepaid shipping
Other prepaid expenses
Other current assets
$
Total prepaid expenses and other current assets
$
5,285 $
3,551
2,133
4,000
4,147
2,050
21,166 $
5,575
3,608
2,032
—
3,811
3,533
18,559
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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
Post measurement period tax adjustments
Balance at January 28, 2017
Balance at February 3, 2018
$
$
196,572
454
197,026
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):
Indefinite-lived:
Trade name
Definite-lived:
Customer Relationships
Total Intangible Assets
Weighted
Average
Useful
Life
(Years) Gross
February 3, 2018
January 28, 2017
Accumulated
Amortization
Net
Book
Value
Gross
Accumulated
Amortization
Net Book
Value
N/A $ 58,100 $
— $ 58,100 $ 58,100 $
— $ 58,100
13.2 134,200
(28,817) 105,383
$192,300 $ (43,339) $148,961 $192,300 $ (28,817) $163,483
(43,339) 90,861 134,200
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
Customer lists
Non-compete agreements
Amortization Method
Pattern of economic benefit
Straight-line basis
Estimated Useful Life
9 – 14 years
1.5 years
For intangible assets subsequent to the Acquisition
(Successor)
Asset
Customer lists
Amortization Method
Pattern of economic benefit
Estimated Useful Life
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.
F-20
The estimated amortization expense for each of the next five years and thereafter is as follows (in thousands).
Fiscal Year
2018
2019
2020
2021
2022
Thereafter
Total
Estimated
Amortization
Expense
$
$
12,784
11,263
10,015
9,005
8,094
39,700
90,861
7. Property and Equipment
Property and equipment at February 3, 2018 and January 28, 2017 consist of the following (in thousands):
Leasehold improvements
Furniture, fixtures and equipment
Computer hardware and software
Total property and equipment, gross
Accumulated depreciation
Construction in progress
Property and equipment, net
February 3,
2018
January 28,
2017
$
$
85,012 $
42,132
31,290
158,434
(57,689)
100,745
17,675
118,420 $
67,966
35,765
25,679
129,410
(36,619)
92,791
9,531
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.
F-21
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
Accrued returns reserve
Gift certificates redeemable
Accrued professional fees
Taxes, other than income taxes
Accrued occupancy
Other
$
Total accrued expenses and other current liabilities
$
9,052 $
7,663
6,466
2,186
3,928
3,647
15,817
48,759 $
10,387
6,883
6,109
4,681
2,950
2,546
12,565
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
Period from February 1, 2015 to May 7, 2015
(Predecessor)
Period from May 8, 2015 to January 30, 2016
(Successor)
Fiscal Year Ended January 28, 2017 (Successor)
Fiscal Year Ended February 3, 2018 (Successor)
Beginning
of Period
Charged to
Expenses
Deductions
End of
Period
$
4,929 $
21,282 $
(20,051) $
6,160
6,160
6,432
6,883
64,696
112,739
131,322
(64,424)
(112,288)
(130,542)
6,432
6,883
7,663
9. Debt
The components of the Company’s outstanding Term Loan were as follows (in thousands):
Term loan
Discount on debt and debt issuance costs
Less: Current portion
Net long-term debt
February 3,
2018
248,176 $
(6,496)
(2,799)
238,881 $
January 28,
2017
275,975
(8,736)
(2,799)
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
F-22
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 1st and 3rd calendar quarters and $10.0 million during the 2nd and 4th calendar quarters), less (v) certain reserves
established by the lender, as defined in the ABL Facility.
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.
F-23
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
2019
2020
2021
2022
Thereafter
Total
$
$
2,799
2,799
2,799
2,799
236,980
-
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
F-24
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,
F-25
consolidate or merge with other entities, or undergo a change in control. Each loan also contained provisions in the event of
default.
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).
F-26
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).
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
2019
2020
2021
2022
Thereafter
Total
$
$
46,406
42,204
40,122
38,355
34,322
122,046
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.
F-27
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., and no material amount has been accrued. The Company believes the
claims in the case are without merit and intends to defend the matter vigorously.
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.
12. Other Liabilities
Other liabilities include the following (in thousands):
Deferred rent
Deferred lease credits
Unfavorable leasehold interests
Other
Total other liabilities
13. Preferred Capital and Shareholders’ Equity
Successor
February 3,
2018
January 28,
2017
$
$
9,521 $
15,064
1,809
1,183
27,577 $
6,493
9,878
2,411
1,350
20,132
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,
F-28
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.
F-29
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.
14. Income Taxes
The provision for income taxes for the 2017, 2016, 2015 Successor and 2015 Predecessor periods consists of the
following (in thousands):
For the
Fiscal Year
Ended
February 3,
2018
Successor
For the
Fiscal Year
Ended
January 28,
2017
Predecessor
For the
Period May
8, 2015 to
January 30,
2016
For the
Period
February 1,
2015 to May
7, 2015
$
17,510 $
4,299
21,809
17,442 $
3,686
21,128
8,052 $
1,533
9,585
(28,374)
1,126
(27,248)
(5,439) $
(3,663)
(796)
(4,459)
16,669 $
(6,212)
(1,051)
(7,263)
2,322 $
1,957
503
2,460
(793)
(168)
(961)
1,499
Current
U.S. Federal
State and local
Total current
Deferred tax benefit
U.S. Federal
State and local
Total deferred tax benefit
Total income tax (benefit) provision
$
F-30
A reconciliation of the federal statutory income tax rate to the Company’s effective tax rate is as follows for the periods
presented:
Federal statutory income tax rate
State income taxes, net of federal tax effect
Tax rate changes
Acquisition-related costs
Nondeductible equity-based compensation expense
Charitable contributions
Tax return to provision adjustments
Other
Effective tax rate
Successor
For the
Fiscal Year
Ended
January 28,
2017
Predecessor
For the
Period
February 1,
2015 to
May 7,
2015
For the
Period May
8, 2015 to
January 30,
2016
For the
Fiscal Year
Ended
February 3,
2018
33.8%
4.7%
(48.3)%
1.2%
0.2%
(1.7)%
(1.2)%
0.4%
(10.9)%
35.0%
4.6%
—
3.5%
0.5%
—
—
(2.7)%
40.9%
35.0%
0.9%
—
—
0.9%
—
—
(1.8)%
35.0%
35.0%
(39.9)%
—
(344.5)%
(38.3)%
—
—
14.8%
(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):
Deferred tax assets
Accrued expenses
Start-up costs(a)
Deferred revenue
Total deferred tax assets
Deferred tax liabilities
Inventory
Fixed assets
Intangible assets
Prepaid expenses
Total deferred tax liabilities
Net deferred tax liabilities
February 3,
2018
January 28,
2017
$
$
5,515 $
759
179
6,453
(2,332)
(12,792)
(35,864)
(1,728)
(52,716)
(46,263) $
6,612
1,239
311
8,162
(3,878)
(18,270)
(58,372)
(1,153)
(81,673)
(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
F-31
amounts during a measurement period not to extend beyond one year of the enactment date. The Company believes the tax
benefit of $24.0 million recorded in the fourth quarter of fiscal 2017, is a reasonable estimate of tax benefit related to TCJA
based on the information available at this time. The Company has not completed its process to determine the final impact of
TCJA. The final impact may differ from this estimate, possibly materially, due to, among other things, changes in
interpretations and assumptions that the Company has made and the issuance of additional regulatory and other guidance.
Further, any required adjustment would be reflected as a discrete expense or benefit in the quarter that it is identified, as
allowed by SAB 118. Although 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.
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.
F-32
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):
Numerator
Net income (loss) attributable to common
shareholders:
Denominator
Weighted average number of common shares
outstanding, basic:
Dilutive effect of restricted shares
Weighted average number of common shares
outstanding, diluted:
For the Fiscal
Year Ended
February 3,
2018
Successor
For the Fiscal
Year Ended
January 28,
2017
For the Period
May 8, 2015 to
January 30,
2016
Predecessor
For the Period
February 1,
2015 to May 7,
2015
$
55,365 $
24,075 $
(4,254) $
(1,901)
41,926,157 43,747,944 43,747,944 43,747,944
—
1,645,589
—
—
43,571,746 43,747,944 43,747,944 43,747,944
Net income (loss) per common share attributable to
common shareholders, basic:
Net income (loss) per common share attributable to
common shareholders, diluted:
$
$
1.32 $
0.55 $
(0.10) $
(0.04)
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.
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.
F-33
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:
Units outstanding at May 8, 2015
Granted
Vested
Forfeited
Unvested units outstanding at January 30, 2016
Granted
Vested
Forfeited
Unvested units outstanding at January 28, 2017
Converted Common Interests
RSAs issued from Common Interests
Granted
Vested
Forfeited
Unvested units outstanding at February 3, 2018
Weighted
Average
Grant
Date Fair
Value
—
0.07
0.07
—
0.07
0.24
0.07
0.07
0.10
0.10
0.67
12.63
0.77
—
0.65
Number of
Units
— $
20,535,403
(2,402,837)
—
18,132,566
3,126,954
(4,056,798)
(1,122,978)
16,079,744
(16,079,744)
2,385,001
18,172
(635,383)
—
1,767,790 $
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:
F-34
Units outstanding at January 28, 2017
Granted
Exercised
Forfeited
Units outstanding at February 3, 2018
Weighted
Average
Grant
Date Fair
Value
Weighted
Average
Exercise
Price
Number of
Units
— $
280,038
—
(14,922)
265,116 $
— $
6.05
—
6.03
6.05 $
—
13.25
—
13.12
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:
Risk-free rate
Expected term (in years)
Expected volatility
Expected dividend yield
February 3, 2018
2.02 - 2.21%
6.25
43.03 - 44.64%
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:
Risk-free rate
Expected term (in years)
Expected volatility
Expected dividend yield
February 3, 2018
1.76%
1.00
41.81%
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.
F-35
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:
Unvested units outstanding, January 31, 2015
Granted
Vested
Forfeited
Unvested units outstanding, May 7, 2015
F-36
Number
of Units
9,431
-
(3,403)
-
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.”
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).
F-37
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.
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.
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
Thirteen weeks ended
July 30,
2016
October 29,
2016
April 30,
2016
January 28,
2017
April 29,
2017
Fiscal Year 2017
Thirteen weeks ended
July 29,
2017
October 28,
2017
February 3,
2018
(in thousands, unaudited)
Net sales
$
Costs of goods sold
Gross profit
Selling, general and
administrative expenses
Operating income
Interest expense
Income (loss) before
provision (benefit) for
income taxes
Income tax provision
(benefit)
Net income (loss)
Net income (loss) per common
share attributable to common
shareholders:
$
147,665 $
46,159
101,506
87,072
165,035 $
52,179
112,856
94,173
159,439 $
51,335
108,104
92,637
166,917 $
61,444
105,473
94,643
166,126 $
50,518
115,608
97,033
181,372 $
58,724
122,648
97,011
161,975 $
53,479
108,496
95,240
188,672
71,344
117,328
105,609
14,434
4,112
10,322
18,683
4,674
14,009
15,467
4,844
10,623
10,830
5,040
5,790
18,575
4,945
13,630
25,637
5,084
20,553
13,256
4,496
8,760
11,719
4,736
6,983
4,249
5,860
2,815
3,745
5,603
8,557
2,766
(22,365)
6,073 $
8,149 $
7,808 $
2,045 $
8,027 $
11,996 $
5,994 $
29,348
Basic
Diluted
$
$
0.14 $
0.14 $
0.19 $
0.19 $
0.18 $
0.18 $
0.05 $
0.05 $
0.19 $
0.18 $
0.29 $
0.28 $
0.14 $
0.14 $
0.70
0.67
Weighted average number of
common shares outstanding:
Basic
Diluted
43,747,944 43,747,944 43,747,944 43,747,944 42,518,143 41,549,825 41,731,765 41,906,414
43,747,944 43,747,944 43,747,944 43,747,944 43,680,485 43,554,275 43,554,000 43,499,744
F-38
Dear Shareholder—
It is a privilege to lead this company and an honor to write this letter to you, a fellow Shareholder.
As an executive in this industry, I have respected and admired J. Jill from afar for its potential.
As a member of the company’s Board of Directors, I gained an understanding of what made
J. Jill successful and of the strength of its opportunities. I have been impressed by the company’s
commitment to its customer. I am enthusiastic about what can be done with its data-centric approach.
Now, as CEO, I look forward to shaping J. Jill’s future.
On behalf of all stakeholders, I thank Paula Bennett for her dedication to the brand over the past
decade. She has developed a foundation on which to build. I believe that there is tremendous
opportunity for growth in the years to come.
O U R R E S U L T S
For the f iscal year 2017, total company sales and Adjusted EBITDA each increased by more than
6% from f iscal year 2016, and our customer f ile ended the year with a 7% increase in active customers.
While we delivered growth this year, our results did not match our expectations. We faced challenges,
specif ically in the latter half of the year as our performance in our ecommerce channel waned and
we disappointed our customers with an underwhelming fall assortment. We have a high bar set for
ourselves, and we expect more at J. Jill. We are actively addressing key areas to regain leverage and
advantage as we reignite momentum.
T H E R O A D A H E A D
J. Jill’s strength is owed in large part to the relationship we have with our customer. Our brand promise—
to delight her with great wear-now product, to inspire her conf idence through our approach to dressing
and to provide her with friendly, guiding service wherever and whenever she chooses to shop—
has served our business well. Looking forward, however, we must continue to push ourselves to listen
to our customer and to capitalize on what she says. We must continue to evolve in step with her
to deliver the product and service she expects from J. Jill. As a team, we will strive to fulf ill this
commitment to her throughout our omnichannel platform.
I believe that signif icant opportunities lie ahead as we position the company for long-term success.
Through actions such as attracting more new customers to our brand, optimizing our marketing spend,
critically examining the contemporary suff iciency of the breadth of our offerings and improving
inventory management processes, we will set the foundation from here. 2018 will be a year of
hard work and dedication from our teams, but we believe that the work we set out to accomplish in
2018 will justify the trust you, as a Shareholder, have placed in us.
Thank you for your support of J. Jill,
LINDA HE ASLE Y
B O A R D O F D I R E C T O R S
Michael Rahamim, Chairman
Michael Eck
Marka Hansen
Linda Heasley
Travis Nelson
Michael Recht
Andrew Rolfe
James Scully
E X E C U T I V E O F F I C E R S
Linda Heasley, Chief Executive Officer
David Biese, Executive Vice President, Chief Financial and Operating Officer
Joann Fielder, Executive Vice President and Chief Merchandising and Creative Officer
A N N U A L M E E T I N G
The annual meeting will be held on Thursday, June 7, 2018
at the Langham Hotel, 250 Franklin Street in Boston, Massachusetts
at 9:00 a.m.
IN V E S T O R I N F O R M A T I O N
Shareholders are advised to review f inancial information and other disclosures contained in
its 2017 Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Proxy Statement
and other SEC f ilings, as well as press releases and earnings announcements by accessing
the Company’s website at http://investors.j jill.com
I N V E S T O R I N Q U I R I E S S H O U L D B E D I R E C T E D T O :
BY EMAIL: investors@j jill.com
BY TELEPHONE: (203) 682-8200
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