Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 30, 2022 | Aug. 30, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jul. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | JILL | |
Entity Registrant Name | J.Jill, Inc. | |
Entity Central Index Key | 0001687932 | |
Current Fiscal Year End Date | --01-28 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38026 | |
Entity Tax Identification Number | 45-1459825 | |
Entity Address, Address Line One | 4 Batterymarch Park | |
Entity Address, City or Town | Quincy | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02169 | |
City Area Code | 617 | |
Local Phone Number | 376-4300 | |
Entity Common Stock, Shares Outstanding | 10,148,504 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Security Exchange Name | NYSE | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 30, 2022 | Jan. 29, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 61,856 | $ 35,957 |
Accounts receivable | 4,090 | 5,811 |
Inventories, net | 54,383 | 56,024 |
Prepaid expenses and other current assets | 25,608 | 25,456 |
Total current assets | 145,937 | 123,248 |
Property and equipment, net | 50,427 | 57,329 |
Intangible assets, net | 76,949 | 80,711 |
Goodwill | 59,697 | 59,697 |
Operating lease assets, net | 127,165 | 130,744 |
Other assets | 97 | 120 |
Total assets | 460,272 | 451,849 |
Current liabilities: | ||
Accounts payable | 40,184 | 49,924 |
Accrued expenses and other current liabilities | 45,584 | 48,853 |
Current portion of long-term debt | 2,739 | 7,692 |
Current portion of operating lease liabilities | 34,667 | 32,276 |
Total current liabilities | 123,174 | 138,745 |
Long-term debt, net of discount and current portion | 196,009 | 196,511 |
Long-term debt, net of discount - related party | 7,336 | 5,605 |
Deferred income taxes | 10,704 | 10,704 |
Operating lease liabilities, net of current portion | 133,295 | 143,207 |
Other liabilities | 1,535 | 1,731 |
Total liabilities | 472,053 | 496,503 |
Commitments and contingencies (see Note 11) | ||
Shareholders’ Deficit | ||
Common stock, par value $0.01 per share; 50,000,000 shares authorized; 10,148,504 and 10,001,422 shares issued and outstanding at July 30, 2022 and January 29, 2022, respectively | 102 | 100 |
Additional paid-in capital | 210,398 | 209,747 |
Accumulated deficit | (222,281) | (254,501) |
Total shareholders’ deficit | (11,781) | (44,654) |
Total liabilities and shareholders’ deficit | $ 460,272 | $ 451,849 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jul. 30, 2022 | Jan. 29, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 10,148,504 | 10,001,422 |
Common stock, shares outstanding | 10,148,504 | 10,001,422 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2022 | Jul. 31, 2021 | Jul. 30, 2022 | Jul. 31, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 160,343 | $ 159,236 | $ 317,412 | $ 288,322 |
Costs of goods sold (exclusive of depreciation and amortization) | 47,869 | 49,883 | 95,475 | 91,143 |
Gross profit | 112,474 | 109,353 | 221,937 | 197,179 |
Selling, general and administrative expenses | 84,281 | 85,846 | 169,859 | 164,985 |
Operating income | 28,193 | 23,507 | 52,078 | 32,194 |
Fair value adjustment of derivative (Note 5) | 625 | 2,775 | ||
Fair value adjustment of warrants - related party (Note 8) | 38,338 | 56,984 | ||
Interest expense, net | 3,547 | 4,217 | 7,205 | 8,563 |
Interest expense, net - related party | 929 | 529 | 1,731 | 990 |
Income (loss) before provision for income taxes | 23,717 | (20,202) | 43,142 | (37,118) |
Income tax provision | 5,912 | 4,446 | 10,922 | 5,838 |
Net income (loss) and total comprehensive income (loss) | $ 17,805 | $ (24,648) | $ 32,220 | $ (42,956) |
Net income (loss) per common share: | ||||
Basic | $ 1.28 | $ (1.98) | $ 2.32 | $ (3.88) |
Diluted | $ 1.25 | $ (1.98) | $ 2.27 | $ (3.88) |
Weighted average common shares: | ||||
Basic | 13,930,366 | 12,450,351 | 13,902,457 | 11,058,351 |
Diluted | 14,252,429 | 12,450,351 | 14,211,768 | 11,058,351 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Deficit - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Jan. 30, 2021 | $ (96,898) | $ 97 | $ 129,363 | $ (226,358) |
Beginning balance, shares at Jan. 30, 2021 | 9,631,633 | |||
Vesting of restricted stock units | $ 1 | (1) | ||
Vesting of restricted stock units, shares | 111,248 | |||
Surrender of shares to pay withholding taxes | (271) | (271) | ||
Surrender of shares to pay withholding taxes, shares | (31,171) | |||
Equity-based compensation | 443 | 443 | ||
Net income (loss) | (18,308) | (18,308) | ||
Ending balance at May. 01, 2021 | (115,034) | $ 98 | 129,534 | (244,666) |
Ending balance, shares at May. 01, 2021 | 9,711,710 | |||
Beginning balance at Jan. 30, 2021 | (96,898) | $ 97 | 129,363 | (226,358) |
Beginning balance, shares at Jan. 30, 2021 | 9,631,633 | |||
Net income (loss) | (42,956) | |||
Ending balance at Jul. 31, 2021 | (60,866) | $ 100 | 208,348 | (269,314) |
Ending balance, shares at Jul. 31, 2021 | 9,984,564 | |||
Beginning balance at May. 01, 2021 | (115,034) | $ 98 | 129,534 | (244,666) |
Beginning balance, shares at May. 01, 2021 | 9,711,710 | |||
Vesting of restricted stock units, shares | 1,075 | |||
Surrender of shares to pay withholding taxes | (19) | (19) | ||
Surrender of shares to pay withholding taxes, shares | (318) | |||
Withholding tax on net share settlement of equity-based compensation plans | (7) | (7) | ||
Equity-based compensation | 649 | 649 | ||
Shares issued to Priming lenders (See Note 5) | 5,212 | $ 2 | 5,210 | |
Shares issued to Priming lenders, shares | 272,097 | |||
Reclass of warrants to equity (See Note 8) | 72,981 | 72,981 | ||
Net income (loss) | (24,648) | (24,648) | ||
Ending balance at Jul. 31, 2021 | (60,866) | $ 100 | 208,348 | (269,314) |
Ending balance, shares at Jul. 31, 2021 | 9,984,564 | |||
Beginning balance at Jan. 29, 2022 | $ (44,654) | $ 100 | 209,747 | (254,501) |
Beginning balance, shares at Jan. 29, 2022 | 10,001,422 | 10,001,422 | ||
Vesting of restricted stock units, shares | 146,852 | |||
Surrender of shares to pay withholding taxes | $ (821) | (821) | ||
Surrender of shares to pay withholding taxes, shares | (48,430) | |||
Equity-based compensation | 742 | 742 | ||
Net income (loss) | 14,415 | 14,415 | ||
Ending balance at Apr. 30, 2022 | (30,318) | $ 100 | 209,668 | (240,086) |
Ending balance, shares at Apr. 30, 2022 | 10,099,844 | |||
Beginning balance at Jan. 29, 2022 | $ (44,654) | $ 100 | 209,747 | (254,501) |
Beginning balance, shares at Jan. 29, 2022 | 10,001,422 | 10,001,422 | ||
Net income (loss) | $ 32,220 | |||
Ending balance at Jul. 30, 2022 | $ (11,781) | $ 102 | 210,398 | (222,281) |
Ending balance, shares at Jul. 30, 2022 | 10,148,504 | 10,148,504 | ||
Beginning balance at Apr. 30, 2022 | $ (30,318) | $ 100 | 209,668 | (240,086) |
Beginning balance, shares at Apr. 30, 2022 | 10,099,844 | |||
Vesting of restricted stock units | $ 2 | (2) | ||
Vesting of restricted stock units, shares | 62,090 | |||
Surrender of shares to pay withholding taxes | (244) | (244) | ||
Surrender of shares to pay withholding taxes, shares | (13,430) | |||
Equity-based compensation | 976 | 976 | ||
Net income (loss) | 17,805 | 17,805 | ||
Ending balance at Jul. 30, 2022 | $ (11,781) | $ 102 | $ 210,398 | $ (222,281) |
Ending balance, shares at Jul. 30, 2022 | 10,148,504 | 10,148,504 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 30, 2022 | Jul. 31, 2021 | |
Statement of Cash Flows [Abstract] | ||
Net Income (loss) | $ 32,220 | $ (42,956) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities | ||
Depreciation and amortization | 13,042 | 14,869 |
Adjustment for exited retail stores | (246) | (710) |
Loss on disposal of fixed assets | 163 | 716 |
Noncash interest expense, net | 2,609 | 1,933 |
Noncash change in fair value of derivative | 2,775 | |
Noncash change in fair value of warrants - related party | 56,984 | |
Equity-based compensation | 1,718 | 1,092 |
Deferred rent incentives | (189) | (673) |
Deferred income taxes | 100 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,721 | 2,288 |
Inventories | 1,641 | 9,543 |
Prepaid expenses and other current assets | (152) | (375) |
Accounts payable | (9,937) | (18,465) |
Accrued expenses | (3,445) | 4,933 |
Operating lease assets and liabilities | (3,696) | (4,129) |
Other noncurrent assets and liabilities | 8 | (63) |
Net cash provided by operating activities | 35,457 | 27,862 |
Investing activities: | ||
Purchases of property and equipment | (2,161) | (1,326) |
Net cash used in investing activities | (2,161) | (1,326) |
Financing activities: | ||
Borrowings under revolving credit facility | 52,670 | |
Repayments of revolving credit facility | (63,816) | |
Repayments on debt | (6,332) | (1,399) |
Surrender of shares to pay withholding taxes | (1,065) | (297) |
Net cash used in financing activities | (7,397) | (12,842) |
Net change in cash | 25,899 | 13,694 |
Cash and cash equivalents: | ||
Beginning of Period | 35,957 | 4,407 |
End of Period | $ 61,856 | $ 18,101 |
Description of Business
Description of Business | 6 Months Ended |
Jul. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | 1. Description of Business J.Jill, Inc., “J.Jill” or the “Company”, is a premier omnichannel retailer and nationally recognized women’s apparel brand committed to delighting customers with great wear-now product. The brand represents an easy, thoughtful and inspired style that reflects the confidence of remarkable women who live life with joy, passion and purpose. J.Jill offers a guiding customer experience through 247 stores nationwide and a robust ecommerce platform. J.Jill is headquartered outside Boston. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation Our interim condensed consolidated financial statements are unaudited. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted, in accordance with the rules of the Securities and Exchange Commission (the “SEC”) associated with reporting of interim period financial information. We consistently applied the accounting policies described in our Annual Report on Form 10-K (the “2021 Annual Report”) for the fiscal year ended January 29, 2022 (“Fiscal Year 2021”) in preparing these unaudited interim condensed consolidated financial statements. In the opinion of management, these interim condensed consolidated financial statements contain all normal and recurring adjustments necessary to state fairly the financial position and results of operations of the Company. The consolidated balance sheet as of January 29, 2022 is derived from the audited consolidated balance sheet as of that date. The unaudited results of operations for the thirteen and twenty-six weeks ended July 30, 2022 are not necessarily indicative of future results or results to be expected for the full year ending January 28, 2023 (“Fiscal Year 2022”). You should read these statements in conjunction with our audited consolidated financial statements and related notes in our 2021 Annual Report. Cost of Goods Sold Cost of goods sold (“COGS”) consist of all costs of sold merchandise (net of purchase discounts and vendor allowances). These costs include: • Direct costs of purchased merchandise; • Adjustments to the carrying value of inventory related to realizability and shrinkage; and • Inbound freight to our distribution center. Our COGS and Gross margin may not be comparable to other entities. Some entities, like us, exclude costs related to shipping products to their customers, as well as costs of their distribution network, buying function, store occupancy costs and depreciation and amortization expenses from COGS and include them in Selling, general and administrative expenses, whereas other entities include these costs in their COGS. Selling, General and Administrative Expenses Selling, general and administrative expenses consist of: • Payroll and payroll-related expenses; • Store occupancy expenses related to stores, distribution center and our headquarters location, including utilities; • Depreciation of property and equipment and amortization of intangibles; • Advertising expenses: print, digital and social media advertising and catalog production and distribution; • Information technology and communication costs; • Freight associated with shipping products to customers; • Insurance costs; and • Consulting and professional fees. Out-of-Period Item During the second quarter of Fiscal Year 2021, the Company recorded an adjustment to correct prior period overstatements of inventory and understatements of COGS totaling $ 1.5 million ($ 1.1 million after taxes). The errors were primarily caused by an overstatement of inventory transferred from certain locations. Management evaluated the impacts of the out-of-period adjustment to correct the errors for the thirteen and twenty-six weeks ended July 31, 2021 and for prior periods, both individually and in the aggregate, and concluded that the adjustment was not material to the Company’s consolidated annual or interim financial statements for all impacted periods. No such adjustments were recorded for the twenty-six weeks ended July 30, 2022 . Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes”. This ASU eliminates certain exceptions to the general approach in ASC Topic 740 and includes methods of simplification to the existing guidance. This standard was adopted by the Company in the first quarter of Fiscal Year 2022. The adoption of this standard had no material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform”, which provides temporary optional guidance to companies impacted by the transition away from the London Interbank Offered Rate (“LIBOR”). The guidance provides certain expedients and exceptions to applying GAAP in order to lessen the potential accounting burden when contracts, hedging relationships, and other transactions that reference LIBOR as a benchmark rate are modified. The guidance is currently effective and may be applied prospectively at any point through December 31, 2022. The Company is assessing what impact this guidance will have on the Company’s condensed consolidated financial statements. |
Revenues
Revenues | 6 Months Ended |
Jul. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | 3. Revenues Disaggregation of Revenue Net sales consists primarily of revenues, net of merchandise returns and discounts, generated from the sale of apparel and accessory merchandise through retail stores (“Retail”) and through its website and catalog orders (“Direct”). Net sales also include shipping and handling fees collected from customers and royalty revenues and marketing reimbursements related to our private label credit card agreement. Retail revenue is recognized at the time of sale and Direct revenue is recognized upon shipment of merchandise to the customer. The following table presents disaggregated revenues by source (in thousands): For the Thirteen Weeks Ended For the Twenty-Six Weeks Ended July 30, 2022 July 31, 2021 July 30, 2022 July 31, 2021 Retail $ 87,081 $ 85,428 $ 171,293 $ 140,344 Direct 73,262 73,808 146,119 147,978 Net revenues $ 160,343 $ 159,236 $ 317,412 $ 288,322 Contract Liabilities The Company recognizes a contract liability when it has received consideration from the customer and has a future obligation to the customer. Total contract liabilities consisted of the following (in thousands): July 30, 2022 January 29, 2022 Contract liabilities: Signing bonus $ 153 $ 224 Unredeemed gift cards 5,555 7,410 Total contract liabilities (1) $ 5,708 $ 7,634 (1) The short-term portion of the signing bonus is included in Accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets. The long-term portion of the signing bonus is included in Other long-term liabilities on the Company’s condensed consolidated balance sheets. For the thirteen and twenty-six weeks ended July 30, 2022, the Company recognized approximately $ 2.5 million and $ 5.5 million, respectively, of revenue related to gift card redemptions and breakage. For the thirteen and twenty-six weeks ended July 31, 2021, the Company recognized approximately $ 2.6 million and $ 5.0 million, respectively, of revenue related to gift card redemptions and breakage. Revenue recognized consists of gift cards that were part of the unredeemed gift card balance at the beginning of the period as well as gift cards that were issued and earned during the period. Performance Obligations The Company has a remaining performance obligation of $ 0.2 million for a signing bonus related to the private label credit card agreement that is being amortized to revenue evenly through the third quarter of fiscal year ending January 27, 2024. Unredeemed gift cards also require a performance obligation for revenue to be recognized, but substantially all gift cards are redeemed in the first year of issuance. Practical Expedients and Policy Elections The Company excludes from its revenue all amounts collected from customers for sales taxes that are remitted to taxing authorities. Shipping and handling activities that occur after control of related goods transfers to the customer are accounted for as fulfillment activities rather than assessing these activities as performance obligations. The Company does not disclose remaining performance obligations that have an expected duration of one year or less. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jul. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 4. Goodwill and Other Intangible Assets The balance of goodwill was $ 59.7 million at July 30, 2022 and January 29, 2022. The accumulated goodwill impairment losses as of July 30, 2022 are $ 137.3 million. A summary of other intangible assets as of July 30, 2022 and January 29, 2022 is as follows (in thousands): July 30, 2022 Weighted Average Useful Life (Years) Gross Accumulated Amortization Accumulated Impairment Carrying Amount Indefinite-lived: Trade name N/A $ 58,100 $ — $ 24,100 $ 34,000 Definite-lived: Customer relationships 13.2 134,200 88,631 2,620 42,949 Total intangible assets $ 192,300 $ 88,631 $ 26,720 $ 76,949 January 29, 2022 Weighted Average Useful Life (Years) Gross Accumulated Amortization Accumulated Impairment Carrying Amount Indefinite-lived: Trade name N/A $ 58,100 $ — $ 24,100 $ 34,000 Definite-lived: Customer relationships 13.2 134,200 84,869 2,620 46,711 Total intangible assets $ 192,300 $ 84,869 $ 26,720 $ 80,711 Total amortization expense for these amortizable intangible assets was $ 1.9 million and $ 2.0 million for the thirteen weeks ended July 30, 2022 and July 31, 2021, respectively, and $ 3.8 million and $ 4.1 million for the twenty-six weeks ended July 30, 2022 and July 31, 2021, respectively. The estimated amortization expense for each of the next five years and thereafter is as follows (in thousands): Fiscal Year Estimated Amortization Expense 2022 $ 3,761 2023 6,942 2024 5,231 2025 4,693 2026 4,556 Thereafter 17,766 Total $ 42,949 Impairment Tests Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment at least annually at fiscal year-end, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. Definite-lived intangible assets are reviewed for impairment when events or circumstances indicate that the carrying value may not be recoverable. Judgments regarding indicators of potential impairment are based on market conditions and operational performance of the business. For goodwill and other intangible assets, the Company performed the required review for potential impairments and no impairments were indicated. |
Debt
Debt | 6 Months Ended |
Jul. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt The components of the Company’s outstanding long-term debt at July 30, 2022 and January 29, 2022 were as follows (in thousands): At July 30, 2022 Outstanding Balance Original Issue Discount Capitalized Fees & Expenses Balance Sheet Priming Term Loan due 2024 $ 202,033 $ ( 1,073 ) $ ( 2,212 ) $ 198,748 Subordinated Term Loan due 2024 19,040 — ( 11,704 ) 7,336 Totals 221,073 ( 1,073 ) ( 13,916 ) 206,084 Less: Current portion ( 2,739 ) — — ( 2,739 ) Net long-term debt $ 218,334 $ ( 1,073 ) $ ( 13,916 ) $ 203,345 At January 29, 2022 Outstanding Balance Original Issue Discount Capitalized Fees & Expenses Balance Sheet Existing Term Loan due 2022 $ 4,963 $ ( 10 ) $ — $ 4,953 Priming Term Loan due 2024 203,403 ( 1,356 ) ( 2,797 ) 199,250 Subordinated Term Loan due 2024 17,829 — ( 12,224 ) 5,605 Totals 226,195 ( 1,366 ) ( 15,021 ) 209,808 Less: Current portion ( 7,692 ) — — ( 7,692 ) Net long-term debt $ 218,503 $ ( 1,366 ) $ ( 15,021 ) $ 202,116 Existing Term Loan The Company was party to a term loan credit agreement, dated May 8, 2015, as amended, until it was re-paid on May 8, 2022 . Priming Term Loan The Company is party to a senior secured priming term loan facility, dated September 30, 2020 (the “Priming Loan” and, the lenders thereunder, the “Priming Lenders”).The maturity date of the Priming Credit Agreement is May 8, 2024 , and the loans under the Priming Credit Agreement bear interest at the Company’s election at: (1) Base Rate (as defined in the Priming Credit Agreement) plus 4.00 % or (2) LIBOR plus 5.00 %, with a minimum LIBOR per annum of 1.00 %, with the interest payable on a quarterly basis. The Priming Credit Agreement offered the option to make a principal paydown of at least $ 25.0 million by August 30, 2021; otherwise, there would be a paid-in-kind (“PIK”) interest rate increase and a PIK fee. On August 27, 2021, the Company made the principal paydown of $ 25.0 million to avoid additional PIK and interest fees. In accordance with the Priming Credit Agreement, on May 31, 2021, the Company had the choice (the “May 31, 2021 Option”) to either (i) repay a stated principal amount of the loans under the Priming Credit Agreement, together with accrued and unpaid interest thereon or (ii) issue additional shares of common stock to the Priming Lenders in an amount as defined in the Priming Credit Agreement. On May 31, 2021, and within the terms of the Priming Loan, the Company chose to issue 272,097 additional shares of common stock to the Priming Lenders with a value of approximately $ 5.2 million (based on the value of those shares as of close on that date). The May 31, 2021 Option was considered an embedded derivative within the Priming Loan that was required to be adjusted to fair value each period while it was outstanding, with the adjustment being recorded in income. Through May 31, 2021, the fair value adjustments resulted in charges of $ 0.6 million and $ 2.8 million for the thirteen and twenty-six weeks ended July 31, 2021, respectively, being recorded within Fair value adjustment of derivative in the condensed consolidated statements of operations and comprehensive income (loss). The Company’s obligations under the Priming Credit Agreement are secured by substantially all of the real and personal property of the Company and certain of its subsidiaries, subject to certain customary exceptions. The Priming Credit Agreement includes customary negative covenants, including covenants limiting the ability of the Company to, among other things, incur additional indebtedness, create liens on assets, make investments, loans or advances, engage in mergers, consolidations, sales of assets and purchases, pay dividends and distributions, enter into transactions with affiliates, and make payments in respect of junior indebtedness. The Priming Credit Agreement also has certain financial covenants, including (1) a minimum liquidity covenant that generally requires minimum liquidity on a weekly basis of $ 15.0 million, (2) a first lien net leverage ratio that requires compliance beginning in the fourth quarter of Fiscal Year 2021 with a net leverage ratio of 5 :1, which reduces over time, and (3) limits on capital expenditures of $ 20.0 million annually. As of July 30, 2022 and January 29, 2022 , the Company was in compliance with all covenants. Subordinated Term Loan On September 30, 2020, the Company entered into a subordinated facility, with the Subordinated Lenders (as defined below), that provides for a secured term loan facility in an aggregate principal amount equal to $ 15.0 million with an additional incremental capacity subject to certain customary conditions (the “Subordinated Facility”). The Subordinated Lenders are a group of related parties that includes certain affiliates of TowerBrook and our Chairman of the board of directors. The maturity date of the Subordinated Facility is November 8, 2024 . Loans under the Subordinated Facility bear interest at the Borrower’s election at (1) Base Rate (as defined in the Subordinated Facility) plus 11.00 % or (2) LIBOR plus 12.00 %, with a minimum LIBOR per annum of 1.00 %. The Subordinated Facility is secured by substantially all of the real and personal property of the Company. The Subordinated Facility includes customary negative covenants for subordinated term loan agreements of this type, including covenants limiting the ability of the Company to, among other things, incur additional indebtedness, create liens on assets, make investments, loans or advances, engage in mergers, consolidations, sales of assets and purchases, pay dividends and distributions, enter into transactions with affiliates, and make payments in respect of junior indebtedness. The Subordinated Facility also has certain financial covenants, including (1) a minimum liquidity covenant that generally requires minimum liquidity on a weekly basis of $ 12.75 million, (2) a first lien net leverage ratio that requires compliance beginning in the fourth quarter of Fiscal Year 2021 with a net leverage ratio of 5.75 :1, which reduces over time, and (3) limits on capital spending of $ 23.0 million annually. The difference between the carrying value of the subordinated facility debt and the principal amount was accreted over the term of the debt using the effective interest method. On May 31, 2021, in accordance with the Subordinated Facility, the Company issued warrants to the Subordinated Lenders . See Note 8 , Net Income (Loss) Per Share for additional information regarding the warrants. Asset-Based Revolving Credit Agreement The Company is party to a secured $ 40.0 million asset-based revolving credit facility agreement (the “ABL Facility”). On April 15, 2022, the Company entered into an Amendment No. 5 to its ABL Credit Agreement (the “ABL Amendment”), by and among the Company, Jill Acquisition LLC, J.Jill Gift Card Solutions, Inc., Jill Intermediate LLC, the other guarantors party thereto from time to time, the other lenders party thereto from time to time and CIT Finance LLC, as the administrative agent and collateral agent. The ABL Amendment (i) extended the maturity date of the ABL Facility from May 8, 2023 to May 8, 2024, provided that if by November 4, 2023, the Priming Loan maturity date has not been appropriately extended to a date that is at least November 4, 2024, then the ABL Facility maturity date shall automatically be deemed to be November 4, 2023, and (ii) changed the benchmark interest rate applicable to the loans under the ABL Facility from LIBOR to the forward-looking secured overnight financing rate. The Company had no short-term borrowings under the Company’s ABL Facility as of July 30, 2022 and January 29, 2022. The Company’s available borrowing capacity under the ABL Facility as of July 30, 2022 and January 29, 2022 was $ 34.9 million and $ 22.6 million, respectively. At July 30, 2022 and January 29, 2022, there were outstanding letters of credit of $ 4.5 million , which reduced the availability under the ABL Facility. As of July 30, 2022 , the maximum commitment for letters of credit was $ 10.0 million. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value require the Company to maximize the use of observable inputs and minimize the use of unobservable inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar assets or liabilities in markets that are not active; or other inputs other than quoted prices that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities, including interest rates and yield curves, and market corroborated inputs. • Level 3 - Unobservable inputs for the assets or liabilities that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These are valued based on management’s estimates and assumptions that market participants would use in pricing the asset or liabilities. The following table presents the carrying value and fair value hierarchy for debt as of July 30, 2022 and January 29, 2022, respectively (in thousands): Fair Value as of July 30, 2022 Carrying Value Level 1 Level 2 Level 3 Financial instruments not carried at fair value: Total debt $ 206,084 $ — $ 206,803 $ — Total financial instruments not carried at fair value $ 206,084 $ — $ 206,803 $ — Fair Value as of January 29, 2022 Carrying Value Level 1 Level 2 Level 3 Financial instruments not carried at fair value: Total debt $ 209,808 $ — $ 203,485 $ — Total financial instruments not carried at fair value $ 209,808 $ — $ 203,485 $ — The Company’s debt instruments include the Priming Loan, Subordinated Facility, as well as the Term Loan until re-paid on May 8, 2022. The debt instruments are recorded at cost, net of debt issuance costs and any related discount. The fair value of the debt instruments is obtained based on observable market prices quoted on public exchanges for similar instruments. The methodology used by the Company to determine the fair value of its financial instruments at July 30, 2022, is the same as that used at January 29, 2022. The Company believes that the carrying amounts of its other financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and any amounts drawn on its revolving credit facilities, consisting primarily of instruments without extended maturities, based on management’s estimates, approximates their fair value due to the short-term maturities of these instruments. Assets and Liabilities with Recurring Fair Value Measurements - Certain assets and liabilities may be measured at fair value on an ongoing basis. We did not elect to apply the fair value option for recording financial assets and financial liabilities. Other than total debt, we do not have any assets or liabilities which we measure at fair value on a recurring basis. Assets and Liabilities with Nonrecurring Fair Value Measurements - Certain assets and liabilities are not measured at fair value on an ongoing basis. These assets and liabilities, which include long-lived assets, goodwill, intangible assets, and debt are subject to fair value adjustment in certain circumstances. From time to time, the fair value is determined on these assets and liabilities as part of related impairment tests or for disclosure purposes. See Note 4, Goodwill and Other Intangible Assets , for additional information. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes The Company recorded an income tax provision of $ 5.9 million and $ 4.4 million during the thirteen weeks ended July 30, 2022 and July 31, 2021, respectively. The Company recorded an income tax provision of $ 10.9 million and $ 5.8 million for the twenty-six weeks ended July 30, 2022 and July 31, 2021, respectively. The effective tax rate for the thirteen and twenty-six weeks ended July 30, 2022 differs from the federal statutory rate of 21 % primarily due to the impact of federal, state and local income taxes and partial release of its valuation allowance on state deferred tax assets. The effective tax rate for the thirteen and twenty-six weeks ended July 31, 2021 differs from the federal statutory rate of 21 % primarily due to the nondeductible fair value adjustment of the warrants and the Priming Loan embedded derivative, the impact of executive compensation limitations and the impact of state and local income taxes. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jul. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 8. Net Income (Loss) Per Share The following table summarizes the computation of basic and diluted net income (loss) per common share (“EPS”) (in thousands, except share and per share data): For the Thirteen Weeks Ended For the Twenty-Six Weeks Ended July 30, 2022 July 31, 2021 July 30, 2022 July 31, 2021 Numerator Net income (loss) attributable to common shareholders $ 17,805 $ ( 24,648 ) $ 32,220 $ ( 42,956 ) Denominator Weighted average number of common shares outstanding 10,120,226 9,895,314 10,093,098 9,780,833 Assumed exercise of warrants 3,810,140 2,555,037 3,809,359 1,277,518 Weighted average common shares, basic 13,930,366 12,450,351 13,902,457 11,058,351 Dilutive effect of stock options and restricted shares 322,063 — 309,311 — Weighted average common shares, diluted 14,252,429 12,450,351 14,211,768 11,058,351 Net income (loss) per common share, basic $ 1.28 $ ( 1.98 ) $ 2.32 $ ( 3.88 ) Net income (loss) per common share, diluted $ 1.25 $ ( 1.98 ) $ 2.27 $ ( 3.88 ) Equity compensation awards are excluded from the diluted earnings per share calculation when their inclusion would have an antidilutive effect such as when the Company has a net loss for the reporting period, or if the assumed proceeds per share of the award is in excess of the related fiscal period’s average price of the Company’s common stock. Accordingly, 136,096 and 148,839 shares for the thirteen and twenty-six weeks ended July 30, 2022 and 77,403 and 104,108 shares for the thirteen and twenty-six weeks ended July 31, 2021, respectively, were excluded from the diluted earnings per share calculation because their inclusion would be antidilutive. Warrants As described in Note 5, Debt , on May 31, 2021 the Company chose to issue 272,097 additional shares of common stock to the Priming Lenders. As a result of this choice, the warrants related to the holders of the Subordinated Term Loan became exercisable into 3,820,748 shares of common stock for an aggregate exercise price of $ 186,000 . Also, the warrants liability totaling $ 73.0 million was reclassed to Additional paid-in capital because from that date they can only be settled by exercise of the warrants into common stock (i.e., cash is no longer a settlement option). Through May 31, 2021, due to increases in the Company’s common stock price, the Company recognized $ 39.0 million and $ 59.8 million of non-cash fair value adjustment charges in the condensed consolidated statements of operations and comprehensive income during the thirteen and twenty-six weeks ended July 31, 2021, respectively. Also, effective May 31, 2021 the warrants have been included in the denominator for both basic and diluted EPS calculations as the exercise of the warrants is near certain because the exercise price is non substantive in relation to the fair value of the common shares to be issued upon exercise. |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jul. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 9. Equity-Based Compensation Equity-based compensation expense was $ 1.0 million and $ 1.7 million for the thirteen and twenty-six weeks ended July 30, 2022, respectively, and $ 0.7 million and $ 1.1 million for the thirteen and twenty-six weeks ended July 31, 2021 , respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jul. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions On September 30, 2020, the Company entered into the Subordinated Facility, with a group of lenders that includes certain affiliates of TowerBrook and our Chairman of the board of directors. In accordance with the Subordinated Facility, the Company issued warrants to the Subordinated Lenders. In accordance with the Subordinated Facility, the Company issued warrants to the Subordinated Lenders (See Note 5, Debt, and Note 8 , Net Income (Loss) Per Share ). For the thirteen and twenty-six weeks ended July 30, 2022 the Company incurred $ 0.9 million and $ 1.7 million , respectively, of Interest expense, net – related party associated with the Subordinated Facility in the condensed consolidated statements of operations and comprehensive income. For the thirteen and twenty-six weeks ended July 31, 2021, the Company incurred $ 38.3 million and $ 57.0 million , respectively, of Fair value adjustment of warrants – related party, and $ 0.5 million and $ 1.0 million , respectively, of Interest expense, net – related party. For the thirteen and twenty-six weeks ended July 30, 2022 and July 31, 2021 , the Company incurred an immaterial amount of other related party transactions. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Legal Proceedings The Company is subject to various legal proceedings that arise in the ordinary course of business. Although the outcome of such proceedings cannot be predicted with certainty, management does not believe that the Company is presently party to any legal proceedings the resolution of which management believes would have a material adverse effect on the Company’s financial statements. The Company establishes reserves for specific legal matters when the Company determines that the likelihood of an unfavorable outcome is probable, and the loss is reasonably estimable. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our interim condensed consolidated financial statements are unaudited. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted, in accordance with the rules of the Securities and Exchange Commission (the “SEC”) associated with reporting of interim period financial information. We consistently applied the accounting policies described in our Annual Report on Form 10-K (the “2021 Annual Report”) for the fiscal year ended January 29, 2022 (“Fiscal Year 2021”) in preparing these unaudited interim condensed consolidated financial statements. In the opinion of management, these interim condensed consolidated financial statements contain all normal and recurring adjustments necessary to state fairly the financial position and results of operations of the Company. The consolidated balance sheet as of January 29, 2022 is derived from the audited consolidated balance sheet as of that date. The unaudited results of operations for the thirteen and twenty-six weeks ended July 30, 2022 are not necessarily indicative of future results or results to be expected for the full year ending January 28, 2023 (“Fiscal Year 2022”). You should read these statements in conjunction with our audited consolidated financial statements and related notes in our 2021 Annual Report. |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold (“COGS”) consist of all costs of sold merchandise (net of purchase discounts and vendor allowances). These costs include: • Direct costs of purchased merchandise; • Adjustments to the carrying value of inventory related to realizability and shrinkage; and • Inbound freight to our distribution center. Our COGS and Gross margin may not be comparable to other entities. Some entities, like us, exclude costs related to shipping products to their customers, as well as costs of their distribution network, buying function, store occupancy costs and depreciation and amortization expenses from COGS and include them in Selling, general and administrative expenses, whereas other entities include these costs in their COGS. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses Selling, general and administrative expenses consist of: • Payroll and payroll-related expenses; • Store occupancy expenses related to stores, distribution center and our headquarters location, including utilities; • Depreciation of property and equipment and amortization of intangibles; • Advertising expenses: print, digital and social media advertising and catalog production and distribution; • Information technology and communication costs; • Freight associated with shipping products to customers; • Insurance costs; and Consulting and professional fees. |
Out-of-Period Item | Out-of-Period Item During the second quarter of Fiscal Year 2021, the Company recorded an adjustment to correct prior period overstatements of inventory and understatements of COGS totaling $ 1.5 million ($ 1.1 million after taxes). The errors were primarily caused by an overstatement of inventory transferred from certain locations. Management evaluated the impacts of the out-of-period adjustment to correct the errors for the thirteen and twenty-six weeks ended July 31, 2021 and for prior periods, both individually and in the aggregate, and concluded that the adjustment was not material to the Company’s consolidated annual or interim financial statements for all impacted periods. No such adjustments were recorded for the twenty-six weeks ended July 30, 2022 . |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes”. This ASU eliminates certain exceptions to the general approach in ASC Topic 740 and includes methods of simplification to the existing guidance. This standard was adopted by the Company in the first quarter of Fiscal Year 2022. The adoption of this standard had no material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform”, which provides temporary optional guidance to companies impacted by the transition away from the London Interbank Offered Rate (“LIBOR”). The guidance provides certain expedients and exceptions to applying GAAP in order to lessen the potential accounting burden when contracts, hedging relationships, and other transactions that reference LIBOR as a benchmark rate are modified. The guidance is currently effective and may be applied prospectively at any point through December 31, 2022. The Company is assessing what impact this guidance will have on the Company’s condensed consolidated financial statements. |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jul. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenues by Source | The following table presents disaggregated revenues by source (in thousands): For the Thirteen Weeks Ended For the Twenty-Six Weeks Ended July 30, 2022 July 31, 2021 July 30, 2022 July 31, 2021 Retail $ 87,081 $ 85,428 $ 171,293 $ 140,344 Direct 73,262 73,808 146,119 147,978 Net revenues $ 160,343 $ 159,236 $ 317,412 $ 288,322 |
Schedule of Contract Liabilities | Total contract liabilities consisted of the following (in thousands): July 30, 2022 January 29, 2022 Contract liabilities: Signing bonus $ 153 $ 224 Unredeemed gift cards 5,555 7,410 Total contract liabilities (1) $ 5,708 $ 7,634 (1) The short-term portion of the signing bonus is included in Accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets. The long-term portion of the signing bonus is included in Other long-term liabilities on the Company’s condensed consolidated balance sheets. |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jul. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Gross Carrying Amount of Finite-lived Intangible Assets Amortization Expense | A summary of other intangible assets as of July 30, 2022 and January 29, 2022 is as follows (in thousands): July 30, 2022 Weighted Average Useful Life (Years) Gross Accumulated Amortization Accumulated Impairment Carrying Amount Indefinite-lived: Trade name N/A $ 58,100 $ — $ 24,100 $ 34,000 Definite-lived: Customer relationships 13.2 134,200 88,631 2,620 42,949 Total intangible assets $ 192,300 $ 88,631 $ 26,720 $ 76,949 January 29, 2022 Weighted Average Useful Life (Years) Gross Accumulated Amortization Accumulated Impairment Carrying Amount Indefinite-lived: Trade name N/A $ 58,100 $ — $ 24,100 $ 34,000 Definite-lived: Customer relationships 13.2 134,200 84,869 2,620 46,711 Total intangible assets $ 192,300 $ 84,869 $ 26,720 $ 80,711 |
Summary of Estimated Amortization Expense | The estimated amortization expense for each of the next five years and thereafter is as follows (in thousands): Fiscal Year Estimated Amortization Expense 2022 $ 3,761 2023 6,942 2024 5,231 2025 4,693 2026 4,556 Thereafter 17,766 Total $ 42,949 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jul. 30, 2022 | |
Debt Disclosure [Abstract] | |
Components of Outstanding Long-term Debt | The components of the Company’s outstanding long-term debt at July 30, 2022 and January 29, 2022 were as follows (in thousands): At July 30, 2022 Outstanding Balance Original Issue Discount Capitalized Fees & Expenses Balance Sheet Priming Term Loan due 2024 $ 202,033 $ ( 1,073 ) $ ( 2,212 ) $ 198,748 Subordinated Term Loan due 2024 19,040 — ( 11,704 ) 7,336 Totals 221,073 ( 1,073 ) ( 13,916 ) 206,084 Less: Current portion ( 2,739 ) — — ( 2,739 ) Net long-term debt $ 218,334 $ ( 1,073 ) $ ( 13,916 ) $ 203,345 At January 29, 2022 Outstanding Balance Original Issue Discount Capitalized Fees & Expenses Balance Sheet Existing Term Loan due 2022 $ 4,963 $ ( 10 ) $ — $ 4,953 Priming Term Loan due 2024 203,403 ( 1,356 ) ( 2,797 ) 199,250 Subordinated Term Loan due 2024 17,829 — ( 12,224 ) 5,605 Totals 226,195 ( 1,366 ) ( 15,021 ) 209,808 Less: Current portion ( 7,692 ) — — ( 7,692 ) Net long-term debt $ 218,503 $ ( 1,366 ) $ ( 15,021 ) $ 202,116 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents the carrying value and fair value hierarchy for debt as of July 30, 2022 and January 29, 2022, respectively (in thousands): Fair Value as of July 30, 2022 Carrying Value Level 1 Level 2 Level 3 Financial instruments not carried at fair value: Total debt $ 206,084 $ — $ 206,803 $ — Total financial instruments not carried at fair value $ 206,084 $ — $ 206,803 $ — Fair Value as of January 29, 2022 Carrying Value Level 1 Level 2 Level 3 Financial instruments not carried at fair value: Total debt $ 209,808 $ — $ 203,485 $ — Total financial instruments not carried at fair value $ 209,808 $ — $ 203,485 $ — |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jul. 30, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) Per Common Share | The following table summarizes the computation of basic and diluted net income (loss) per common share (“EPS”) (in thousands, except share and per share data): For the Thirteen Weeks Ended For the Twenty-Six Weeks Ended July 30, 2022 July 31, 2021 July 30, 2022 July 31, 2021 Numerator Net income (loss) attributable to common shareholders $ 17,805 $ ( 24,648 ) $ 32,220 $ ( 42,956 ) Denominator Weighted average number of common shares outstanding 10,120,226 9,895,314 10,093,098 9,780,833 Assumed exercise of warrants 3,810,140 2,555,037 3,809,359 1,277,518 Weighted average common shares, basic 13,930,366 12,450,351 13,902,457 11,058,351 Dilutive effect of stock options and restricted shares 322,063 — 309,311 — Weighted average common shares, diluted 14,252,429 12,450,351 14,211,768 11,058,351 Net income (loss) per common share, basic $ 1.28 $ ( 1.98 ) $ 2.32 $ ( 3.88 ) Net income (loss) per common share, diluted $ 1.25 $ ( 1.98 ) $ 2.27 $ ( 3.88 ) |
Description of Business - Addit
Description of Business - Additional Information (Detail) | Jul. 30, 2022 Store |
Minimum [Member] | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of stores | 247 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Jul. 31, 2021 | Jul. 30, 2022 | |
Schedule Of Significant Accounting Policies [Line Items] | ||
Cost of goods and services sold | $ 1,500,000 | |
(Loss) income of cost of goods and service sold after taxes | $ 1,100,000 | $ 0 |
Revenues - Schedule of Disaggre
Revenues - Schedule of Disaggregated Revenues by Source (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2022 | Jul. 31, 2021 | Jul. 30, 2022 | Jul. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | $ 160,343 | $ 159,236 | $ 317,412 | $ 288,322 |
Retail [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 87,081 | 85,428 | 171,293 | 140,344 |
Direct [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | $ 73,262 | $ 73,808 | $ 146,119 | $ 147,978 |
Revenues - Schedule of Contract
Revenues - Schedule of Contract Liabilities (Detail) - USD ($) $ in Thousands | Jul. 30, 2022 | Jan. 29, 2022 |
Contract liabilities: | ||
Signing bonus | $ 153 | $ 224 |
Unredeemed gift cards | 5,555 | 7,410 |
Total contract liabilities | $ 5,708 | $ 7,634 |
Revenues - Additional Informati
Revenues - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2022 | Jul. 31, 2021 | Jul. 30, 2022 | Jul. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenue recognized related to gift card redemptions and breakage | $ 2.5 | $ 2.6 | $ 5.5 | $ 5 |
Signing bonus | $ 0.2 | $ 0.2 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 30, 2022 | Jul. 31, 2021 | Jul. 30, 2022 | Jul. 31, 2021 | Jan. 29, 2022 | |
Goodwill | $ 59,697 | $ 59,697 | $ 59,697 | ||
Goodwill, impaired, accumulated impairment loss | 137,300 | 137,300 | |||
Amortization expense for intangible assets | $ 1,900 | $ 2,000 | $ 3,800 | $ 4,100 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jul. 30, 2022 | Jan. 29, 2022 | |
Definite-lived Intangible Assets, Accumulated Amortization | $ 88,631 | $ 84,869 |
Definite-lived Intangible Assets, Accumulated Impairment | 26,720 | 26,720 |
Definite-lived Intangible Assets, Carrying Amount | 76,949 | 80,711 |
Total Intangible Assets, Gross | 192,300 | 192,300 |
Trade Name [Member] | ||
Indefinite-lived, Gross | 58,100 | 58,100 |
Indefinite-lived, Accumulated Impairment | 24,100 | 24,100 |
Indefinite-lived, Carrying Amount | $ 34,000 | $ 34,000 |
Customer Relationships [Member] | ||
Useful Life | 13 years 2 months 12 days | 13 years 2 months 12 days |
Definite-lived Intangible Assets, Gross | $ 134,200 | $ 134,200 |
Definite-lived Intangible Assets, Accumulated Amortization | 88,631 | 84,869 |
Definite-lived Intangible Assets, Accumulated Impairment | 2,620 | 2,620 |
Definite-lived Intangible Assets, Carrying Amount | $ 42,949 | $ 46,711 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Summary of Estimated Amortization Expense (Detail) $ in Thousands | Jul. 30, 2022 USD ($) |
Fiscal Year | |
2022 | $ 3,761 |
2023 | 6,942 |
2024 | 5,231 |
2025 | 4,693 |
2026 | 4,556 |
Thereafter | 17,766 |
Total | $ 42,949 |
Debt - Components of Outstandin
Debt - Components of Outstanding Long-term Debt (Detail) - USD ($) $ in Thousands | Jul. 30, 2022 | Jan. 29, 2022 |
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 221,073 | $ 226,195 |
Original Issue Discount | (1,073) | (1,366) |
Capitalized Fees & Expenses | (13,916) | 15,021 |
Balance Sheet | 206,084 | 209,808 |
Outstanding Balance, Current portion | (2,739) | (7,692) |
Balance Sheet, Current portion | (2,739) | (7,692) |
Outstanding Balance, Net long-term debt | 218,334 | 218,503 |
Capitalized Fees & Expenses, Net long-term debt | (13,916) | (15,021) |
Balance Sheet, Net long-term debt | 203,345 | 202,116 |
Existing Term Loan due 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 4,963 | |
Original Issue Discount | (10) | |
Balance Sheet | 4,953 | |
Subordinated Term Loan Due 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 19,040 | 17,829 |
Capitalized Fees & Expenses | (11,704) | (12,224) |
Balance Sheet | 7,336 | 5,605 |
Secured Debt [Member] | Priming Term Loan Due 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 202,033 | 203,403 |
Original Issue Discount | (1,073) | (1,356) |
Capitalized Fees & Expenses | (2,212) | (2,797) |
Balance Sheet | $ 198,748 | $ 199,250 |
Debt - Existing Term Loan (Deta
Debt - Existing Term Loan (Detail) | 6 Months Ended |
Jul. 30, 2022 | |
Debt Instrument [Line Items] | |
Debt instrument, periodic payment maturity date | May 08, 2022 |
Debt - Priming Term Loan (Detai
Debt - Priming Term Loan (Detail) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Aug. 30, 2021 USD ($) | Aug. 27, 2021 USD ($) | May 31, 2021 USD ($) shares | Jul. 31, 2021 USD ($) | Jul. 30, 2022 USD ($) | Jul. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||
Debt instrument, periodic payment maturity date | May 08, 2022 | |||||
Limits on capital spending | $ 23 | |||||
Priming Term Loan Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, periodic payment maturity date | May 08, 2024 | |||||
Debt instrument, minimum LIBOR | 1% | |||||
Debt instrument, interest rate description | the loans under the Priming Credit Agreement bear interest at the Company’s election at: (1) Base Rate (as defined in the Priming Credit Agreement) plus 4.00% or (2) LIBOR plus 5.00%, with a minimum LIBOR per annum of 1.00%, with the interest payable on a quarterly basis. | |||||
Debt instrument, periodic payment, principal | $ 25 | |||||
Debt Instrument repayment, Description | On May 31, 2021, and within the terms of the Priming Loan, the Company chose to issue 272,097 additional shares of common stock to the Priming Lenders with a value of approximately $5.2 million (based on the value of those shares as of close on that date). | |||||
Common shares issued to lenders | shares | 272,097 | |||||
Issuance of shares value | $ 5.2 | |||||
Debt instrument, financial covenant, description | The Priming Credit Agreement also has certain financial covenants, including (1) a minimum liquidity covenant that generally requires minimum liquidity on a weekly basis of $15.0 million, (2) a first lien net leverage ratio that requires compliance beginning in the fourth quarter of Fiscal Year 2021 with a net leverage ratio of 5:1, which reduces over time, and (3) limits on capital expenditures of $20.0 million annually. As of July 30, 2022 and January 29, 2022, the Company was in compliance with all covenants. | |||||
Minimum liquidity covenant amount | $ 15 | |||||
Net leverage ratio | 5 | |||||
Limits on capital spending | $ 20 | |||||
Priming Term Loan Credit Agreement [Member] | Principal Paydown [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, periodic payment, principal | $ 25 | |||||
Priming Term Loan Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, additional basis spread rate | 4% | |||||
Debt instrument, basis spread rate | 5% | |||||
Priming Term Loan Credit Agreement [Member] | Other Expense [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument fair value adjustment | $ 0.6 | $ 2.8 |
Debt - Subordinated Term Loan (
Debt - Subordinated Term Loan (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 30, 2022 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | ||
Debt instrument, periodic payment maturity date | May 08, 2022 | |
Limits on capital spending | $ 23,000 | |
Subordinated Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, periodic payment maturity date | Nov. 08, 2024 | |
Debt instrument, interest rate description | Loans under the Subordinated Facility bear interest at the Borrower’s election at (1) Base Rate (as defined in the Subordinated Facility) plus 11.00% or (2) LIBOR plus 12.00%, with a minimum LIBOR per annum of 1.00%. | |
Debt instrument, additional basis spread rate | 11% | |
Debt instrument, financial covenant, description | The Subordinated Facility also has certain financial covenants, including (1) a minimum liquidity covenant that generally requires minimum liquidity on a weekly basis of $12.75 million, (2) a first lien net leverage ratio that requires compliance beginning in the fourth quarter of Fiscal Year 2021 with a net leverage ratio of 5.75:1, which reduces over time, and (3) limits on capital spending of $23.0 million annually. The difference between the carrying value of the subordinated facility debt and the principal amount was accreted over the term of the debt using the effective interest method. | |
Minimum liquidity covenant amount | $ 12,750 | |
Net leverage ratio | 5.75 | |
Principal amount of term loan | $ 15,000 | |
Subordinated Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread rate | 12% | |
Debt instrument, minimum LIBOR | 1% |
Debt - Asset-Based Revolving Cr
Debt - Asset-Based Revolving Credit Agreement (Detail) - USD ($) | Jul. 30, 2022 | Jan. 29, 2022 |
Debt Instrument [Line Items] | ||
Credit facility maximum borrowing capacity | $ 10,000,000 | |
Letter of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Credit Facility drawn or outstanding | 4,500,000 | $ 4,500,000 |
ABL Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total availability related to the facility | 40,000,000 | |
Credit Facility drawn or outstanding | 0 | 0 |
Credit Facility available borrowing capacity | $ 34,900,000 | $ 22,600,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jul. 30, 2022 | Jan. 29, 2022 |
Carrying Value [Member] | ||
Financial instruments not carried at fair value: | ||
Total financial instruments not carried at fair value | $ 206,084 | $ 209,808 |
Carrying Value [Member] | Debt [Member] | ||
Financial instruments not carried at fair value: | ||
Total financial instruments not carried at fair value | 206,084 | 209,808 |
Level 2 [Member] | ||
Financial instruments not carried at fair value: | ||
Total financial instruments not carried at fair value | 206,803 | 203,485 |
Level 2 [Member] | Debt [Member] | ||
Financial instruments not carried at fair value: | ||
Total financial instruments not carried at fair value | $ 206,803 | $ 203,485 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2022 | Jul. 31, 2021 | Jul. 30, 2022 | Jul. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 5,912 | $ 4,446 | $ 10,922 | $ 5,838 |
U.S. Federal corporate income tax rate | 21% | 21% |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Computation of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Shareholders (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2022 | Jul. 31, 2021 | Jul. 30, 2022 | Jul. 31, 2021 | |
Numerator | ||||
Net income (loss) attributable to common shareholders | $ 17,805 | $ (24,648) | $ 32,220 | $ (42,956) |
Denominator | ||||
Weighted average number of common shares outstanding | 10,120,226 | 9,895,314 | 10,093,098 | 9,780,833 |
Assumed exercise of warrants | 3,810,140 | 2,555,037 | 3,809,359 | 1,277,518 |
Weighted average common shares, basic | 13,930,366 | 12,450,351 | 13,902,457 | 11,058,351 |
Dilutive effect of stock options and restricted shares | 322,063 | 309,311 | ||
Weighted average common shares, diluted | 14,252,429 | 12,450,351 | 14,211,768 | 11,058,351 |
Net income (loss) per common share, basic | $ 1.28 | $ (1.98) | $ 2.32 | $ (3.88) |
Net income (loss) per common share, diluted | $ 1.25 | $ (1.98) | $ 2.27 | $ (3.88) |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
May 31, 2021 | Jul. 30, 2022 | Jul. 31, 2021 | Jul. 30, 2022 | Jul. 31, 2021 | |
Antidilutive equity awards excluded from the computation of diluted earnings per share | 136,096 | 77,403 | 148,839 | 104,108 | |
Fair value adjustment of derivative | $ 625,000 | $ 2,775,000 | |||
Priming Term Loan Credit Agreement [Member] | |||||
Common shares issued to lenders | 272,097 | ||||
Conversion of warrants into common share | 3,820,748 | ||||
Warrants exercise price | $ 186,000 | ||||
Warrant liabilities | $ 73,000,000 | ||||
Fair value adjustment of derivative | $ 39,000,000 | $ 59,800,000 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2022 | Jul. 31, 2021 | Jul. 30, 2022 | Jul. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Equity based compensation expense | $ 1 | $ 0.7 | $ 1.7 | $ 1.1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2022 | Jul. 31, 2021 | Jul. 30, 2022 | Jul. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Interest expense, net - related party | $ 929 | $ 529 | $ 1,731 | $ 990 |
Fair value adjustment of warrants - related party | 38,338 | 56,984 | ||
TowerBrook Capital Partners L.P [Member] | ||||
Related Party Transaction [Line Items] | ||||
Interest expense, net - related party | $ 900 | 500 | $ 1,700 | 1,000 |
Fair value adjustment of warrants - related party | $ 38,300 | $ 57,000 |