Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | Mar. 27, 2023 | Jul. 29, 2022 | |
Cover [Abstract] | |||||
Document Type | 10-K | ||||
Amendment Flag | false | ||||
Document Period End Date | Jan. 28, 2023 | ||||
Document Fiscal Year Focus | 2022 | ||||
Document Fiscal Period Focus | FY | ||||
Trading Symbol | JILL | ||||
Entity Registrant Name | J.Jill, Inc. | ||||
Entity Central Index Key | 0001687932 | ||||
Current Fiscal Year End Date | --01-28 | ||||
Entity Well Known Seasoned Issuer | No | ||||
Entity Current Reporting Status | Yes | ||||
Entity Voluntary Filers | No | ||||
Entity Filer Category | Accelerated Filer | ||||
Entity Small Business | true | ||||
Entity Shell Company | false | ||||
Entity Emerging Growth Company | false | ||||
ICFR Auditor Attestation Flag | true | ||||
Entity Public Float | $ 72,632,133 | ||||
Entity Common Stock, Shares Outstanding | 10,496,352 | ||||
Entity Interactive Data Current | Yes | ||||
Title of 12(b) Security | Common Stock, $0.01 par value | ||||
Security Exchange Name | NYSE | ||||
Entity File Number | 001-38026 | ||||
Entity Incorporation, State or Country Code | DE | ||||
Entity Tax Identification Number | 45-1459825 | ||||
Entity Address, Address Line One | 4 Batterymarch Park | ||||
Entity Address, City or Town | Quincy | ||||
Entity Address, State or Province | MA | ||||
Entity Address, Postal Zip Code | 02169 | ||||
City Area Code | 617 | ||||
Local Phone Number | 376-4300 | ||||
Document Annual Report | true | ||||
Document Transition Report | false | ||||
Auditor Name | Grant Thornton LLP | Grant Thornton LLP | PricewaterhouseCoopers LLP | ||
Auditor Location | Boston, Massachusetts | Boston, Massachusetts | Boston, Massachusetts | ||
Auditor Firm ID | 248 | 248 | 238 | ||
Documents Incorporated by Reference | Portions of Part II and Part III of this Form 10-K are incorporated by reference from the Registrant’s definitive proxy statement for its 2022 annual meeting of shareholders to be filed with the Securities and Exchange Commission no later than 120 days after the end of the Registrant’s fiscal year. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 28, 2023 | Jan. 29, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 87,053 | $ 35,957 |
Accounts receivable | 7,039 | 5,811 |
Inventories, net | 50,585 | 56,024 |
Prepaid expenses and other current assets | 16,143 | 25,456 |
Total current assets | 160,820 | 123,248 |
Property and equipment, net | 53,497 | 57,329 |
Intangible assets, net | 73,188 | 80,711 |
Goodwill | 59,697 | 59,697 |
Operating lease assets, net | 119,118 | 130,744 |
Other assets | 97 | 120 |
Total assets | 466,417 | 451,849 |
Current liabilities: | ||
Accounts payable | 39,306 | 49,924 |
Accrued expenses and other current liabilities | 49,730 | 48,853 |
Current portion of long-term debt | 3,424 | 7,692 |
Current portion of operating lease liabilities | 34,527 | 32,276 |
Total current liabilities | 126,987 | 138,745 |
Long-term debt, net of discount and current portion | 195,517 | 196,511 |
Long-term debt, net of discount - related party | 9,719 | 5,605 |
Deferred income taxes | 10,059 | 10,704 |
Operating lease liabilities, net of current portion | 123,101 | 143,207 |
Other liabilities | 1,253 | 1,731 |
Total liabilities | 466,636 | 496,503 |
Commitments and contingencies (see Note 11) | ||
Shareholders’ Deficit | ||
Common stock, par value $0.01 per share; 50,000,000 shares authorized; 10,165,361 and 10,001,422 shares issued and outstanding at January 28, 2023 and January 29, 2022, respectively | 102 | 100 |
Additional paid-in capital | 212,005 | 209,747 |
Accumulated deficit | (212,326) | (254,501) |
Total shareholders’ deficit | (219) | (44,654) |
Total liabilities and shareholders’ deficit | $ 466,417 | $ 451,849 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jan. 28, 2023 | 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 | 10,165,361 | 10,001,422 |
Common stock, shares outstanding | 10,165,361 | 10,001,422 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Income Statement [Abstract] | |||
Net sales | $ 615,268,000 | $ 585,206,000 | $ 426,730,000 |
Costs of goods sold (exclusive of depreciation and amortization) | 193,218,000 | 190,770,000 | 181,103,000 |
Gross profit | 422,050,000 | 394,436,000 | 245,627,000 |
Selling, general and administrative expenses | 341,903,000 | 335,716,000 | 343,448,000 |
Impairment of long-lived assets | 1,413,000 | 0 | 33,777,000 |
Impairment of goodwill | 0 | 0 | 17,900,000 |
Impairment of intangible assets | 14,620,000 | ||
Operating income (loss) | 78,734,000 | 58,720,000 | (164,118,000) |
Fair value adjustment of derivative | 2,775,000 | 1,005,000 | |
Fair value adjustment of warrants - related party | 56,984,000 | 4,214,000 | |
Interest expense, net | 15,946,000 | 17,057,000 | 17,695,000 |
Interest expense, net - related party | 4,114,000 | 2,029,000 | 534,000 |
Income (loss) before provision (benefit) for income taxes | 58,674,000 | (20,125,000) | (187,566,000) |
Income tax provision (benefit) | 16,499,000 | 8,018,000 | (48,162,000) |
Net income (loss) and total comprehensive income (loss) | $ 42,175,000 | $ (28,143,000) | $ (139,404,000) |
Net income (loss) per common share: | |||
Basic | $ 3.03 | $ (2.26) | $ (15.22) |
Diluted | $ 2.95 | $ (2.26) | $ (15.22) |
Weighted average common shares: | |||
Basic | 13,935,403 | 12,429,759 | 9,159,686 |
Diluted | 14,285,035 | 12,429,759 | 9,159,686 |
Consolidated Statements of Shar
Consolidated Statements of Shareholder's Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in-Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Feb. 01, 2020 | $ 38,565 | $ 89 | $ 125,430 | $ (86,954) |
Beginning balance, shares at Feb. 01, 2020 | 8,857,625 | |||
Vesting of restricted stock | 2 | $ 2 | ||
Vesting of restricted stock units, shares | 167,538 | |||
Surrender of shares to pay withholding taxes | (178) | (178) | ||
Surrender of shares to pay withholding taxes, shares | (49,585) | |||
Equity-based compensation | 2,160 | 2,160 | ||
Forfeiture of restricted stock awards, shares | (662) | |||
Participating lender equity consideration | 1,957 | $ 6 | 1,951 | |
Participating lender equity consideration, shares | 656,717 | |||
Net loss (Income) | (139,404) | (139,404) | ||
Ending balance at Jan. 30, 2021 | (96,898) | $ 97 | 129,363 | (226,358) |
Ending balance, shares at Jan. 30, 2021 | 9,631,633 | |||
Vesting of restricted stock | $ 1 | (1) | ||
Vesting of restricted stock units, shares | 136,187 | |||
Surrender of shares to pay withholding taxes | (416) | (416) | ||
Surrender of shares to pay withholding taxes, shares | (38,495) | |||
Equity-based compensation | 2,610 | 2,610 | ||
Shares issued to Priming lenders (See Note 9) | 5,212 | $ 2 | 5,210 | |
Shares issued to Priming lenders, shares | 272,097 | |||
Reclass of warrants to equity (See Note 14) | 72,981 | 72,981 | ||
Net loss (Income) | (28,143) | (28,143) | ||
Ending balance at Jan. 29, 2022 | $ (44,654) | $ 100 | 209,747 | (254,501) |
Ending balance, shares at Jan. 29, 2022 | 10,001,422 | 10,001,422 | ||
Vesting of restricted stock | $ 2 | (2) | ||
Vesting of restricted stock units, shares | 232,805 | |||
Surrender of shares to pay withholding taxes | $ (1,245) | (1,245) | ||
Surrender of shares to pay withholding taxes, shares | (68,866) | |||
Equity-based compensation | 3,505 | 3,505 | ||
Net loss (Income) | 42,175 | 42,175 | ||
Ending balance at Jan. 28, 2023 | $ (219) | $ 102 | $ 212,005 | $ (212,326) |
Ending balance, shares at Jan. 28, 2023 | 10,165,361 | 10,165,361 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Statement of Cash Flows [Abstract] | |||
Net loss | $ 42,175,000 | $ (28,143,000) | $ (139,404,000) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities | |||
Depreciation and amortization | 25,753,000 | 29,259,000 | 33,684,000 |
Impairment of goodwill and intangible assets | 32,520,000 | ||
Impairment of long-lived assets | 1,413,000 | 0 | 33,777,000 |
Adjustment for exited retail stores | (250,000) | (1,755,000) | (1,444,000) |
Loss on disposal of fixed assets | 267,000 | 940,000 | 969,000 |
Impairment loss on barter arrangement | 1,966,000 | ||
Noncash interest expense, net | 5,869,000 | 4,712,000 | 2,216,000 |
Noncash change in fair value of derivative | 2,775,000 | 1,005,000 | |
Noncash change in fair value of warrants - related party | 56,984,000 | 4,214,000 | |
Equity-based compensation | 3,505,000 | 2,610,000 | 2,160,000 |
Deferred rent incentives | (558,000) | (1,040,000) | (183,000) |
Deferred income taxes | (645,000) | (3,131,000) | (17,199,000) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (1,228,000) | 1,982,000 | (385,000) |
Inventories, net | 5,439,000 | 2,010,000 | 14,565,000 |
Prepaid expenses and other current assets | 9,313,000 | 17,579,000 | (21,618,000) |
Accounts payable | (10,626,000) | (6,222,000) | 13,439,000 |
Accrued expenses and other current liabilities | 631,000 | 5,008,000 | 2,223,000 |
Operating lease assets and liabilities | (6,726,000) | (8,777,000) | 2,991,000 |
Other noncurrent assets and liabilities | 93,000 | 208,000 | (307,000) |
Net cash provided by (used in) operating activities | 74,425,000 | 74,999,000 | (34,811,000) |
Investing activities: | |||
Purchases of property and equipment | (9,189,000) | (2,197,000) | (1,579,000) |
Capitalized software | (5,878,000) | (3,277,000) | (2,226,000) |
Net cash used in investing activities | (15,067,000) | (5,474,000) | (3,805,000) |
Financing activities: | |||
Borrowings under revolving credit facility | 62,226,000 | 59,155,000 | |
Repayments of revolving credit facility | (73,372,000) | (48,009,000) | |
Borrowings under subordinated facility, net of issuance costs | 14,560,000 | ||
Lender fees for priming loans | (1,235,000) | ||
Repayments on debt | (7,017,000) | (26,414,000) | (2,799,000) |
Surrender of shares to pay withholding taxes | (1,245,000) | (415,000) | (176,000) |
Net cash (used in) provided by financing activities | (8,262,000) | (37,975,000) | 21,496,000 |
Net change in cash | 51,096,000 | 31,550,000 | (17,120,000) |
Cash: | |||
Beginning of Period | 35,957,000 | 4,407,000 | 21,527,000 |
End of Period | $ 87,053,000 | $ 35,957,000 | $ 4,407,000 |
General
General | 12 Months Ended |
Jan. 28, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | 1. General J.Jill is a national lifestyle brand that provides apparel, footwear and accessories designed to help its customers move through a full life with ease. The brand represents an easy, thoughtful, and inspired style that celebrates the totality of all women and designs its products with its core brand ethos in mind: keep it simple and make it matter. J.Jill offers a high touch customer experience through over 200 stores nationwide and a robust ecommerce platform. J.Jill is headquartered outside Boston. J.Jill, Inc. is a holding company, and Jill Acquisition LLC, its wholly-owned subsidiary, is the operating company for the business assets. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 28, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s fiscal year ends on the Saturday, in January or February, nearest the last day of January, resulting in an additional week of results every five or six years. The Fiscal Years 2022, 2021 and 2020 contained 52-weeks of operations. Certain prior year amounts have been restated to reflect the reverse stock split on November 9, 2020. Financial Statement Presentation Certain reclassifications have been made to prior periods to conform with the current period presentation. On the consolidated statement of cash flows, the Company reclassified amounts for capitalized software purchases for Fiscal Years 2021 and 2020 from purchases of property and equipment to a separate financial statement line item within investing activities to conform to the current fiscal year presentation of capitalized software purchases. 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, shareholders’ 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 accounting for outstanding gift cards that will ultimately not be redeemed (“gift card breakage”) and estimated merchandise returns; 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. Actual results could differ from those estimates, and such differences could be material. Principles of Consolidation The accompanying consolidated financial statements include the assets, liabilities and results of operations of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in the consolidated financial statements. Supplemental Cash Flow Information The following table shows supplemental cash flow information (in thousands): For the Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Supplemental cash flow information: Cash paid for interest $ 11,722 $ 14,012 $ 14,207 Cash paid for taxes 19,686 9,275 20 Cash received for income tax refunds 10,257 17,930 - Noncash investing and financing activities: Lease assets obtained in exchange for new operating lease liabilities 1,789 - - Capital expenditures financed with the ending balance in accounts payable and accrued expenses 386 83 157 Settlement of debt in exchange for shares (Note 9) - 5,211 - Exchange of priming loans for term loans - - 228,623 Noncash lender fees: Warrants issued for subordinated facility - - 11,782 Equity and embedded derivative issued for priming loans - - 3,388 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 no t have sales outside the United States, nor does any customer represent more than 10% of total revenues for any period presented. Cash and cash equivalents Cash and cash equivalents include cash on hand, demand deposits and all highly liquid investments with original maturities at the time of purchase of three months or less. Certain cash account balances exceed FDIC insured limits of $ 250,000 per account and, as a result, there is a concentration of credit risk related to amounts in excess of insurance limits. We monitor the financial stability of these financial institutions and believe that we are not exposed to any significant credit risk in cash. Accounts Receivable The Company’s accounts receivable relates 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. The Company occasionally sells inventory to liquidators, and if these sales occur near the end of a reporting period, they are also included in accounts receivable. Inventories Inventory consists of finished goods held for sale. Inventory is stated at the lower of cost or net realizable value. Cost is calculated using the weighted average method of accounting, and includes the cost to purchase merchandise from the Company’s manufacturers plus duties, tariffs, 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 estimates applying past and projected sales performance to current inventory levels. As of January 28, 2023 and January 29, 2022 , an inventory reserve of $ 2.1 million and $ 1.8 million has been recorded, respectively. The Company sells excess inventory in its stores, on-line at www.jjill.com and occasionally to inventory liquidators. 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 consolidated statements of operations and comprehensive income. Estimated useful lives of property and equipment asset categories are as follows: Furniture, fixtures and equipment 5 - 7 years Computer software and hardware 3 - 5 years Leasehold improvements Shorter of estimated useful life or lease term Capitalized Interest The cost of interest that is incurred in connection with ongoing construction projects is capitalized using a weighted average interest rate. These costs are included in property and equipment and amortized over the useful life of the related property or equipment. Long-lived Assets The carrying value of long-lived assets, including amortizable identifiable intangible assets, and asset groups are evaluated whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Conditions that may indicate impairment include, but are not limited to, a significant decrease in the market price of an asset, a significant adverse change in the extent or manner in which an asset is being used or a significant decrease in its physical condition, and operating performance that demonstrates continuing cash flow losses associated with an asset or asset group. A potential impairment has occurred if the projected future undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group are less than the carrying value of the asset or asset group. The estimate of cash flows includes management’s assumptions of cash inflows and outflows directly resulting from the use of the asset in operation. If the carrying value exceeds the sum of the undiscounted cash flows, an impairment charge is recorded equal to the excess of the asset or asset group’s carrying value over its fair value. Fair value is measured based on a projected discounted cash flow model using a discount rate the Company believes is commensurate with the market participant rate. The fair value measurement includes the fair value of the right of use asset and will not be written down below the asset’s fair value. Any impairment charge would be recognized within operating expenses. Goodwill and Indefinite-lived Intangible Assets 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. 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 and indefinite-lived intangible assets. The Company may assess these assets for impairment initially using 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 management concludes, based on its assessment of relevant events, facts and circumstances that it is more likely than not that an impairment exists, then a quantitative analysis is performed to determine if there is any impairment. The Company may also elect to initially perform a quantitative analysis instead of starting with a qualitative approach. See Note 6. Goodwill and Other Intangible Assets for additional information. Revenue Recognition Revenue is primarily derived from the sale of apparel and accessory merchandise through our retail stores (“Retail”) and through our website and catalog orders (“Direct”). The Company recognizes revenue when its single performance obligation is met at the time when the control of the promised goods or services are transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. Revenue from our Retail channel is recognized at the time of sale and revenue from our Direct channel is recognized upon shipment of merchandise to the customer. The Company has a return policy where merchandise returns will be accepted within 90 days of the original purchase date. 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 estimated sales reserve is recorded as a return asset (and corresponding adjustment to cost of goods sold) for the cost of inventory and a return liability for the amount to settle the return with a customer (and a corresponding adjustment to revenue). The return asset and return liability are recorded in Prepaid expenses and other current assets, and Accrued expenses and other current liabilities, respectively, in the consolidated balance sheets. 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. 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 a contract liability until the customer redeems the gift card or when the likelihood of redemption is remote. Based on historical experience, the Company estimates the value of gift card breakage and will not be escheated under statutory state unclaimed property laws. This gift card breakage is recognized as revenue over the time period established by the Company’s historical gift card redemption pattern. The Company recognizes revenues from shipments to customers when the shipping and handling activities occur and will accrue those related costs. Shipping and handling costs are recorded in selling, general and administrative expenses. 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. Selling, General and Administrative Expenses Selling, general and administrative expenses consist primarily of payroll and related expenses, occupancy costs, information systems costs and other operating expenses related to our stores and to our operations at our headquarters, including utilities, depreciation and amortization. These expenses also include marketing expense, including catalog production and mailing costs, warehousing, distribution and outbound shipping costs, customer service operations, consulting and software services, professional services and other administrative costs. Advertising Costs The Company incurs costs to produce, print, and distribute its catalogs. Catalog costs are capitalized as incurred and expensed when the catalog is mailed to the customer (the first time the advertising occurs). As of January 28, 2023 and January 29, 2022 , catalog costs capitalized were $ 2.0 million, respectively. These costs are included in Prepaid expenses and other current assets on the consolidated balance sheets. Catalog advertising expenses were $ 16.8 million, $ 14.9 million, and $ 15.6 million for the Fiscal Years 2022, 2021 and 2020, respectively. The costs are included in Selling, general and administrative expenses in the consolidated statements of operations and comprehensive income. Other advertising costs are recorded as incurred. Other advertising costs recorded were $ 22.0 million, $ 19.8 million, and $ 16.2 million for the Fiscal Years 2022, 2021 and 2020 , respectively. The costs are included in Selling, general and administrative expenses in the consolidated statements of operations and comprehensive income. Operating Leases The Company determines if an arrangement is a lease at inception. Lease agreements will typically exist with lease and non-lease components, which are generally accounted for separately. The Company has elected not to recognize right of use assets or lease obligations for leases with an initial term of twelve months or less. The Company recognizes operating lease liabilities equal to the present value of the lease payments and operating lease assets representing the right to use the underlying asset for the lease term. The lease expense for lease payments is recognized on a straight-line basis over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at lease commencement in determining the present value of lease payments. The operating lease assets include any lease payments made prior to lease commencement and are reduced by any lease incentives. Under lease accounting guidance, for any new leases entered into, the Company assesses if it is reasonably certain to exercise lease options to extend or terminate the lease for inclusion (or exclusion) in the lease term when the Company measures the lease liability. The depreciable life of any assets and leasehold improvements are limited by the expected lease term. Certain of the Company’s retail operating leases include variable rental payments based on a percentage of retail sales over contractual levels. Variable rental payments are recognized in the consolidated statements of operations and comprehensive income in the period in which the obligation for those payments is incurred. If such variable operating leases arise that include incentives from landlords in the form of cash, the Company will record the full amount of the incentive 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 options to extend if they are reasonably certain to be exercised. The Company recognizes those liabilities to be amortized within one year as current liability and those greater than one year as long-term liability. For purposes of recognizing these incentives and rental expenses on a straight-line basis, the Company uses the date it obtains the legal right to use and control the lease asset to begin amortization, which is generally when the Company takes possession of the asset. 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 on the Company’s balance sheet. 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 benefit that may be recognized is the largest amount that has 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 Selling, general, and administrative expenses in the accompanying consolidated statements of operations and comprehensive income. The Company incurred immaterial amounts of interest expense and penalties related to income taxes for Fiscal Years 2022, 2021 and 2020 . Comprehensive Income Comprehensive income is a measure of net income 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 shareholders’ equity and the consolidated statements of comprehensive income. The Company’s management has determined that net income is the only component of the Company’s comprehensive income. Accordingly, there is no difference between net income and comprehensive income. Equity-based Compensation 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, 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 either the Black-Scholes option pricing model or the stock price on the date of grant. All of the equity-based awards granted by the Company during Fiscal Years, 2022, 2021 and 2020 were considered equity-classified awards and compensation expense for these awards was recognized in Selling, general, and administrative expenses in the consolidated statements of operations and comprehensive income. Forfeitures were recorded as they occurred. Earnings Per Share Basic net income per common share attributable to common shareholders is calculated by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income per common share attributable to common shareholders is calculated by dividing net income attributable to common shareholders by the diluted weighted average number of common shares outstanding for the period. For Fiscal Year 2022 there were 0.3 million potentially dilutive securities outstanding. During Fiscal Years 2021 and 2020 , there were no potentially dilutive securities outstanding because the Company incurred a Net loss in those fiscal years. Out-of-Period Items 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. During the fourth quarter of Fiscal Year 2020, the Company recorded a correction of prior period errors which increased Net sales by $ 4.9 million and increased Costs of goods sold by $ 2.5 million resulting in a benefit to Operating loss and Loss before provision for income taxes of $ 2.4 million and a benefit to Net loss of $ 1.7 million. The correction was associated with errors in the Company’s historical methodology for determining its sales returns reserve. Management evaluated the impacts of these out-of-period adjustments to correct the errors for Fiscal Years 2021, 2020 and prior periods, both individually and in the aggregate, and concluded that the adjustments were not material to the Company ’ s consolidated annual and interim financial statements for all impacted periods. Credit Card Agreement The Company has an arrangement with a third party to provide a private label credit card to its customers through August 2024, and will automatically renew thereafter for successive two year terms, unless either party provides a notice of intention to terminate. 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 would be obligated to purchase the receivables. The Company receives royalty payments through its private label credit card agreement. The royalty payments are recognized as revenue when they are earned each month. Royalty payments recognized were $ 3.9 million, $ 3.7 million, and $ 3.3 million for the Fiscal Years 2022, 2021 and 2020, respectively. The Company also receives reimbursements for costs of marketing programs related to the private label credit card, which are recorded as revenue as earned and the costs incurred are recorded as Selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income. Reimbursements for costs of marketing programs of $ 1.6 million, $ 1.3 million, and $ 0.9 million were recognized in revenue in Fiscal Years 2022, 2021 and 2020, respectively. The credit card agreement provides a signing bonus to the Company, which is being recognized as revenue through August 2023. See Note 4. Revenues for additional information related to our signing bonus. Employee Benefit Plan The Company has a 401(k) retirement plan 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 contributes 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 Fiscal Years 2022, 2021 and 2020 were $ 1.2 million, $ 0.8 million, and $ 1.1 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 January 28, 2023 and January 29, 2022 , the Company determined that no allowance for estimated credit losses was necessary. |
Accounting Standards
Accounting Standards | 12 Months Ended |
Jan. 28, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Accounting Standards | 3. Accounting Standards Recently Adopted Accounting Standards In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. 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, 2024. The Company determined this standard did not have an impact on the Company ’ s consolidated financial statements. |
Revenues
Revenues | 12 Months Ended |
Jan. 28, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | 4. Revenues Disaggregation of Revenue The Company sells its apparel and accessory merchandise through its Retail and Direct channels. The following table presents revenues disaggregated by revenue source (in thousands): For the Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Retail $ 327,084 $ 293,570 $ 147,420 Direct 288,184 291,636 279,310 Net sales $ 615,268 $ 585,206 $ 426,730 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): January 28, 2023 January 29, 2022 Contract liabilities: Signing bonus (1) $ 82 $ 224 Unredeemed gift cards 7,131 7,410 Total contract liabilities $ 7,213 $ 7,634 (1) The short-term portion of the signing bonus is included in Accrued expenses and other current liabilities on the Company’s consolidated balance sheets for Fiscal Years 2022 and 2021. The long-term portion of the signing bonus is included in Other long-term liabilities on the Company’s consolidated balance sheet for Fiscal Year 2021. As of January 28, 2023 , the Company only had the short-term portion of signing bonus remaining. For the Fiscal Years 2022, 2021 and 2020, the Company recognized approximately $ 10.5 million, $ 10.6 million, and $ 8.9 million, respectively, of revenue related to gift card redemptions and breakage. Revenue recognized consists of gift cards that were part of the unredeemed gift card balance at the beginning of the period as well as gift cards that were issued and redeemed during the period. Performance Obligations The Company has a remaining performance obligation of $ 0.1 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 February 3, 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 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. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Jan. 28, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets include the following (in thousands): January 28, 2023 January 29, 2022 Prepaid rent $ 1,997 $ 2,662 Prepaid catalog costs 1,977 1,988 Prepaid store supplies 2,044 1,117 Prepaid software project costs 1,315 — Returns reserve asset 2,503 4,175 Income tax receivable 361 10,342 Other prepaid expenses 5,399 4,652 Other current assets 547 520 Total prepaid expenses and other current assets $ 16,143 $ 25,456 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Jan. 28, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 6. Goodwill and Other Intangible Assets The balance of goodwill was $ 59.7 million at January 28, 2023 and January 29, 2022 . The Company did no t recognize any impairment losses for the Fiscal Years ended January 28, 2023 and January 29, 2022 , respectively. During Fiscal Year 2020, we performed quantitative assessments which resulted in goodwill impairment of $ 17.9 million. The accumulated goodwill impairment losses as of January 28, 2023 are $ 137.3 million. A summary of other intangible assets as of January 28, 2023 and January 29, 2022 is as follows (in thousands): January 28, 2023 Weighted Average Useful Life (Years) Gross Accumulated Amortization Accumulated Impairment Carrying Amount Indefinite-lived: Trade name N/A $ 58,100 $ — $ 24,100 $ 34,000 Definite-lived: Customer relationships 13.2 134,200 92,392 2,620 39,188 Total intangible assets $ 192,300 $ 92,392 $ 26,720 $ 73,188 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 Impairment Tests General 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. At each fiscal year-end, the Company performs an impairment analysis of goodwill and indefinite-lived intangible assets. The Company may assess these assets for impairment initially using 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 management concludes, based on its assessment of relevant events, facts and circumstances, that it is more likely than not that an impairment exists, then a quantitative analysis is performed to determine if there is any impairment. The Company may also elect to initially perform a quantitative analysis instead of starting with a qualitative approach. For goodwill, 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. These assumptions are classified as Level 3 inputs. 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 within the Company’s consolidated statements of operations and comprehensive income. For other intangible assets, impairment losses are recorded to the extent that the carrying value of the intangible asset exceeds its fair value. The Company measures the fair value of its trade name using the relief from royalty method and the fair value of customer relationships using a recoverability approach. The most significant estimates and assumptions inherent in these approaches are the preparation of revenue forecasts, selection of royalty and discount rates and a terminal year multiple. These assumptions are classified as Level 3 inputs. 2022 and 2021 Impairment Tests For goodwill and other intangible assets, the Company performed the required impairment tests applying the qualitative approach and no impairments were indicated. 2020 Impairments In the first quarter of Fiscal Year 2020, the Company temporarily closed its retail locations due to COVID-19, which had a material adverse effect on our results of operations, financial position and liquidity and led to a significant decline in our net sales for the first quarter of Fiscal Year 2020, as well as an expected decline for the full Fiscal Year 2020. The Company concluded that these factors, as well as the decrease in stock price, represented indicators of impairment and required the Company to test goodwill and indefinite-lived and definite-lived intangible assets for impairment during the first quarter of Fiscal Year 2020 (the “Q1 Impairment Test”). The Company performed the Q1 Impairment Test using a quantitative approach. The Q1 Impairment Test was performed using the income approach (or discounted cash flows method) for goodwill, the relief-from-royalty method for indefinite-lived intangible assets and a recoverability analysis for definite-lived intangible assets. The estimated fair values of goodwill and indefinite-lived and definite-lived intangible assets were below their carrying values resulting in a $ 17.9 million impairment of goodwill, a $ 4.0 million impairment of the Company’s tradename (indefinite-lived intangible asset) and a $ 2.6 million impairment of the Company’s customer list (definite-lived intangible asset). During the third quarter of Fiscal Year 2020, the Company performed the Impairment Tests using a quantitative approach in the same manner as the Q1 Impairment Test discussed above. The estimated fair values of goodwill and indefinite-lived and definite-lived intangible assets were above their carrying values resulting in no further impairment. During the fourth quarter of Fiscal Year 2020, the Company finalized its Fiscal Year 2021 plan and performed its annual assessment by electing to perform a quantitative assessment (the “Q4 Impairment Test”). The Company performed the Q4 Impairment Test using a quantitative approach in the same manner as the Q1 and Q3 Impairment Tests discussed above. The estimated fair values of goodwill and definite-lived intangible assets were above their carrying values resulting in no further impairment; however, the estimated fair value of the indefinite-lived intangible asset was below its carrying value resulting in a $ 8.0 million impairment of the Company’s trade name. The most significant estimates and assumptions inherent in this approach are the preparation of revenue forecasts, selection of royalty and discount rates and a terminal year multiple. These assumptions are classified as Level 3 inputs. The key assumptions used under the income approach and relief-from-royalty method for the Fiscal Year 2020 Q4 Impairment Test included the following: • Future cash flow assumptions - The Company’s projections for its reporting units were from historical experience and assumptions regarding future revenue growth and profitability trends. The Company’s analyses incorporated an assumed period of cash flows of 5 - 10 years with a terminal value. • Discount rate - The discount rate was based on an estimated weighted average cost of capital (“WACC”) for each reporting unit. The components of WACC are the cost of equity and the cost of debt, each of which requires judgment by management to estimate. The Company developed its cost of equity estimate based on perceived risks and predictability of future cash flows. The WACC used to estimate the fair values of the Company’s reporting units was within a range of 21.5 % to 34.0 %. A 1% change in this discount rate would not result in an additional goodwill impairment charge. • Royalty rate - The royalty rates utilized consider external market evidence and internal financial metrics including a review of available returns after the consideration of property, plant and equipment, working capital and other intangible assets. The royalty rate used to estimate the available returns for the reporting units was within a range of 0.25 % to 4 %. Definite-Lived Intangible Assets The definite-lived intangible assets are amortized over the period the Company expects to receive the related economic benefit, which for customer lists is based upon estimated future net cash inflows. The estimated useful lives of intangible assets are as follows: Asset Amortization Method Estimated Useful Life Customer lists Pattern of economic benefit 9 - 16 years Total amortization expense for these amortizable intangible assets was $ 7.5 million, $ 8.3 million, and $ 9.2 million for the Fiscal Years 2022, 2021 and 2020, respectively. The estimated amortization expense for each of the next five years and thereafter is as follows (in thousands): Fiscal Year Estimated Amortization Expense 2023 $ 6,942 2024 5,231 2025 4,693 2026 4,556 2027 4,418 Thereafter 13,348 Total $ 39,188 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jan. 28, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment Property and equipment at January 28, 2023 and January 29, 2022 consist of the following (in thousands): January 28, 2023 January 29, 2022 Leasehold improvements $ 100,571 $ 102,205 Furniture, fixtures and equipment 47,081 48,016 Computer hardware and software 59,973 56,226 Total property and equipment, gross 207,625 206,447 Accumulated depreciation ( 164,267 ) ( 152,456 ) 43,358 53,991 Construction in progress 10,139 3,338 Property and equipment, net $ 53,497 $ 57,329 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 and hardware. Capitalized software, subject to amortization, included in property and equipment at January 28, 2023 and January 29, 2022 had a cost basis of approximately $ 46.7 million and $ 42.6 million, respectively, and accumulated amortization of $ 38.4 million and $ 32.7 million, respectively. As of January 28, 2023 and January 29, 2022 , internal use software costs capitalized were $ 8.6 million and $ 4.1 million, respectively. Total depreciation expense recorded within Selling, general and administrative expenses on the Consolidated statements of operations was $ 18.2 million, $ 21.0 million, and $ 24.5 million, for the Fiscal Years 2022, 2021 and 2020, respectively. During Fiscal Year 2022, due to the Company ’ s revised outlook on future cash flows at certain store locations, the Company incurred noncash impairment charges of $ 0.8 million related primarily to leasehold improvements and furniture and fixtures at five locations. During Fiscal Year 2021 , the Company did no t record any impairment charges associated with property and equipment. During Fiscal Year 2020 the Company reduced the net carrying value of leasehold improvements to their estimated fair value, which was determined using a discounted cash flows method. These impairment charges arose from the material adverse effect that COVID-19 had on our results of operations, particularly with our store fleet. The Company recognized non-cash impairment charges associated with leasehold improvements of $ 10.8 million during Fiscal Year 2020. The Company capitalized interest in connection with construction in progress of $ 0.1 million for the Fiscal Years 2021 and 2020. For Fiscal Year 2022 , the Company capitalized an immaterial amount of interest in connection with construction in progress. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Jan. 28, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities include the following (in thousands): January 28, 2023 January 29, 2022 Accrued payroll and benefits $ 16,378 $ 14,458 Accrued returns reserve 6,702 11,003 Gift cards redeemable 7,131 7,410 Accrued professional fees 2,150 1,463 Taxes, other than income taxes 2,532 2,475 Accrued occupancy 1,115 530 Other accrued employee costs 1,258 2,066 Other 12,464 9,448 Total accrued expenses and other current liabilities $ 49,730 $ 48,853 The following table reflects the changes in the accrued returns reserve for the Fiscal Years 2022, 2021 and 2020 (in thousands): Accrued returns reserve Beginning Charged to Deductions End of Fiscal Year Ended January 30, 2021 $ 12,822 $ 81,588 $ ( 83,734 ) $ 10,676 Fiscal Year Ended January 29, 2022 10,676 113,671 ( 113,344 ) 11,003 Fiscal Year Ended January 28, 2023 11,003 123,812 ( 128,113 ) 6,702 |
Debt
Debt | 12 Months Ended |
Jan. 28, 2023 | |
Debt Disclosure [Abstract] | |
Debt | . Debt The components of the Company’s outstanding long-term debt at January 28, 2023 and January 29, 2022 were as follows (in thousands): At January 28, 2023 Outstanding Balance Original Issue Discount Capitalized Fees & Expenses Balance Sheet Priming Term Loan due 2024 $ 201,349 $ ( 786 ) $ ( 1,622 ) $ 198,941 Subordinated Term Loan due 2024 20,548 — ( 10,829 ) 9,719 Totals 221,897 ( 786 ) ( 12,451 ) 208,660 Less: Current portion ( 3,424 ) — — ( 3,424 ) Net long-term debt $ 218,473 $ ( 786 ) $ ( 12,451 ) $ 205,236 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 The original issuer discount and capitalized fees and expenses are amortized over the related term of the debt. The Company recorded interest expense related to long-term debt of $ 17.7 million, $ 15.7 million, and $ 15.5 million, in the Fiscal Years 2022, 2021 and 2020, respectively. During the Fiscal Years 2022, 2021 and 2020 , $ 3.1 million, $ 2.5 million and $ 2.3 million of debt discount and debt issuance cost related to long-term debt were amortized to interest expense, respectively. On August 31, 2020, the Company entered into the Transaction Support Agreement (the “TSA”) with lenders of the Company’s previously existing term loans (“Consenting Lenders”) and a majority of our shareholders on the principal terms of a financial restructuring (the “Transaction”). The following series of transactions were implemented: a) an amendment of the Company’s Existing Term Facility (the “Amended Existing Term Loan Agreement”), and the lenders thereunder, the (“Existing Term Lenders”) to, among other things, waive any non-compliance with the terms of the Existing Term Facility; b) entry into a new senior secured priming term loan facility (the “Priming Credit Agreement”), and the lenders thereunder, the (“Priming Lenders”), the proceeds of which have been used to repurchase the term loans under the Existing Term Facility (the “Existing Term Loans”) from the Consenting Lenders; c) an amendment of the Company’s existing ABL Facility, to, among other things, waive any non-compliance with the terms of the ABL Facility; and d) the provision by affiliates of our related party, TowerBrook Capital Partners L.P. (“TowerBrook”), and certain other investors of new capital pursuant to a subordinated term loan facility (the “Subordinated Facility”), and the lenders thereunder, (the “Subordinated Lenders”). Existing Term Loan The Company was party to a term loan credit agreement, dated as of May 8, 2015 , by and among Jill Holdings, Inc. (as successor to Jill Holdings LLC), Jill Acquisition LLC, a wholly owned subsidiary of us, and the various lenders party thereto, as amended on May 27, 2016 (the “Term Loan”). 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. On September 30, 2020, in accordance with the TSA, the Company entered into an Amendment to the Term Loan (the “Amendment”). In connection with the Amendment, the Existing Term Lenders: (i) consented to the entry by the Company into the Priming Facility, the Subordinated Facility and the other transactions contemplated by the TSA; and (ii) permanently waived any defaults or events of default under the Existing Term Loan Agreement existing on or prior to September 30, 2020. Additionally, in connection with the Amendment, the Company made an offer to all Existing Term Lenders to repurchase 100 % of such Existing Term Lenders’ Existing Term Loans. The offer was accepted by 97.9 % of the Existing Term Lenders. The exchange of Priming Loans for 97.9 % of the Term Loans on September 30, 2020 was accounted for as a debt modification. As a result, 97.9% of the unamortized balance of the debt discount and issuance costs, or $ 2.5 million, was allocated to the Priming Loans to be included in the total debt discount and issue costs being amortized over the term of the Priming Loans. At September 30, 2020, an unamortized balance of debt discount and issuance costs of $ 55 thousand continued to be allocated to the Term Loans and continue to be amortized over the remaining term through May 8, 2022. These fees are presented as a direct reduction from the carrying amount of long-term debt on the consolidated balance sheets. Amendment also eliminated substantially all of the covenants and events of default in the Existing Term Facility and provided that no guarantors of, or collateral securing, the Existing Term Loan Agreement were released. The maturity date of the Amended Existing Term Loan Agreement remained May 8, 2022 . On May 8, 2022, the Existing Term Loan was re-paid in full. Priming Term Loan On September 30, 2020, in accordance with the TSA, the Company entered into the Priming Credit Agreement, which provided for a secured term loan facility, which has an aggregate principal amount equal to $ 201.3 m illion at January 28, 2023 . The Priming Loans were exchanged for 97.9 % of the Existing Term Loans in connection with the September 30, 2020 Amendment mentioned above. The Company incurred $ 1.2 mi llion of debt issuance costs in connection with the Priming Credit Agreement. These costs are presented as a direct reduction from the carrying amount of long-term debt on the consolidated balance sheets. 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, the Company issued to the Priming Lenders 656,717 shares, as adjusted for the Company’s 1-for-5 reverse stock split that occurred during the fourth quarter of Fiscal 2020, of the Company’s Common Stock (the “Equity Consideration”). We recorded the issuance of shares valued at $ 2.0 million as equity with the offset as a reduction of the carrying value of the debt. Also, 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 $ 4.9 million in aggregate 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. The Company determined the fair value of the May 31, 2021 Option was $ 1.4 million at the date of the Transaction, which was recorded within Derivative liability with the offset as a reduction in the carrying value of the debt on the consolidated balance sheets for Fiscal Years 2020 and 2019. The fair value of the May 31, 2021 Option was determined using an option pricing model with a Monte Carlo simulation. The difference between the carrying value of the Priming Loan and the principal amount was accreted over the term of the debt using the effective interest method. The May 31, 2021 Option was remeasured to its fair value as of the end of each reporting period which resulted in charges of $ 2.8 million and $ 1.0 million for Fiscal Years 2021 and 2020, respectively, being recorded within Fair value adjustment of derivative in the consolidated statements of operations and comprehensive income. 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, reduced to 4.5 :1 at the end of Fiscal Year 2022, which further reduces over time, and (3) limits on capital expenditures of $ 20.0 million annually. As of January 28, 2023 and January 29, 2022 , the Company was in compliance with all financial covenants in effect. Subordinated Term Loan On September 30, 2020, in accordance with the TSA, the Company entered into a Subordinated Facility, with the Subordinated Lenders (as defined in Note 16. Related Party Transactions ), 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 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, reduced to 5.20 :1 at the end of Fiscal Year 2022, which further 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 is being accreted over the term of the debt using the effective interest method. As of January 28, 2023 and January 29, 2022, the Company was in compliance with all covenants. On May 31, 2021, i n accordance with the Subordinated Facility, the Company issued warrants to the Subordinated Lenders. See Note 14. Net Income (Loss) Per Share for additional information regarding the warrants. 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 had an initial maturity of May 8, 2020 . On June 12, 2019, this ABL Facility was amended to extend the termination date to May 8, 2023 . On September 30, 2020, in accordance with the TSA, the Company entered into an amendment to the ABL Facility, whereby the ABL lenders (i) consented to the Company’s entry into the Priming Credit Agreement, the Subordinated Facility and other transactions contemplated by the TSA and (ii) permanently waived any defaults or events of default under the ABL Facility on or prior to September 30, 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 $ 9.5 million during the first and third calendar quarters and $ 7.0 million during the second and fourth calendar quarters ) , less (v) certain reserves established by the lender, as defined in 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 will 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 ( “ Term SOFR ” ). The ABL Facility consists of revolving loans and swing line loans. Borrowings classified as revolving loans under the ABL Facility may be maintained as either Term SOFR or Base Rate loans, each of which has a variable interest rate plus an applicable margin. Borrowings classified as swing line loans under the ABL Facility are Base Rate loans. Term SOFR loans under the ABL Facility accrue interest at a rate equal to Term SOFR plus a spread ranging from 2.25 % to 2.50 %, 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) Adjusted Term SOFR (as adjusted by any Floor) plus 1.00 % (ii) a spread ranging from 1.25 % to 1.50 %, depending on borrowing amounts. Interest on each Term SOFR 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 Term SOFR 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 (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. The Company had no short-term borrowings under the Company’s ABL Facility as of January 28, 2023 and January 29, 2022. During the fiscal year ended January 28, 2023 , no amount was drawn or outstanding under the ABL Facility. Based on the terms of the agreement and the increase for the letters of credit, the Company’s available borrowing capacity under the ABL Facility as of January 28, 2023 and January 29, 2022 was $ 30.0 million and $ 22.6 million, respectively. The Company recorded interest expense related to the ABL Facility of $ 0.4 million and $ 0.8 million in Fiscal Years 2021 and 2020, respectively. The Company incurred an immaterial amount of interest expense related to the ABL facility for Fiscal Year 2022. In the Fiscal Years 2022 and 2021 , there were no debt issuance costs related to the ABL Facility amortized to interest expense. Borrowings under the ABL Facility are secured by a first lien on accounts receivable and inventory. In connection with the ABL Facility, the Company is subject to various financial reporting (including with respect to liquidity), financial and other covenants. Affirmative covenants include providing timely quarterly and annual financial statements and prompt notification of the occurrence of any event of default or any other event, change or circumstance that has had, or could reasonably be expected to have, a material adverse effect as defined in the ABL Facility. In addition, there are negative covenants, including certain restrictions on the Company’s ability to incur additional indebtedness, create liens, enter into transactions with affiliates, transfer assets, pay dividends, consolidate or merge with other entities, make advances, investments and loans or modify its organizational documents. The ABL Facility also includes certain financial maintenance covenants, including a requirement to maintain a fixed charge coverage ratio greater than or equal to 1.00 :1.00 if availability under the ABL Facility is less than specified levels. As of January 28, 2023 and January 29, 2022, the Company was in compliance with all financial covenants in effect. If an event of default (as defined in the applicable facility) occurs under the Priming Credit Agreement, Subordinated Facility or ABL Facility, the Company’s obligations under the applicable facility may be accelerated. In addition, a 2.00 % interest surcharge will be imposed on overdue amounts under these facilities. Letters of Credit As of January 28, 2023 and January 29, 2022, there were outstanding letters of credit of $ 7.0 million and $ 4.5 million, respectively, which reduced the availability under the ABL Facility. As of January 28, 2023 , the maximum commitment for letters of credit was $ 10.0 million. Letters of credit accrue interest at a rate equal to the applicable margin with respect to revolving loans maintained as Term SOFR loans under the ABL facility. The Company primarily used letters of credit to secure payment of workers’ compensation claims and customs bonds. 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 Long-term Debt Obligations Due by Period As of January 28, 2023, minimum future principal amounts payable under the Company’s outstanding long-term debt are as follows (in thousands): Fiscal Year Priming Term Loan Subordinated Term Loan Total 2023 3,424 — 3,424 2024 197,925 15,000 212,925 $ 201,349 $ 15,000 $ 216,349 The minimum future principal payments in the table above do not include the payment of PIK interest and PIK fees. The Subordinated Term Loan requires a $ 10.6 million payment of PIK interest at maturity in fiscal year ending February 1, 2025 ( “ Fiscal Year 2024 ” ). If the Company were to make the minimum principal payments on the Priming Term Loan as presented in the table above, the Company would be required to make a $ 52.3 million payment for PIK fees and PIK interest at maturity in Fiscal Year 2024; however, the Company made a principal payment of $ 25.0 million on August 27, 2021 to avoid making any payments for PIK fees or PIK interest on the Priming Loan. The Company used cash generated from operations to fund the $ 25.0 million principal payment. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jan. 28, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 10. Fair Value Measurements Certain assets and liabilities are carried at fair value in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar assets or liabilities in markets that are not active; or other inputs other than quoted prices that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities, including interest rates and yield curves, and market corroborated inputs. • Level 3 - Unobservable inputs for the asset or liability that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These are valued based on management’s estimates and assumptions that market participants would use in pricing the asset or liability. The following tables present the carrying value and fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of January 28, 2023 and January 29, 2022, respectively (in thousands): Fair Value as of January 28, 2023 Carrying Value Level 1 Level 2 Level 3 Financial instruments not carried at fair value: Total debt $ 208,660 $ — $ 223,616 $ — Total financial instruments not carried at fair value $ 208,660 $ — $ 223,616 $ — 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 Term Loan, Subordinated Facility, as well as the Term Loan until repaid 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 January 28, 2023, 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 assumptions are classified as Level 3 inputs. These assets and liabilities, which include long-lived assets, goodwill, and intangible assets, 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. Other than impairment accounting adjustments, no adjustments to fair value or fair value measurements were required for non-financial assets and liabilities for all periods presented. See Note 6. Goodwill and Other Intangible Assets , for additional information. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 28, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Legal Proceedings The Company is subject to various legal proceedings that arise in the ordinary course of business. Although the outcome of such proceedings cannot be predicted with certainty, management does not believe that the Company is presently party to any legal proceedings the resolution of which management believes would have a material adverse effect on the Company’s 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. 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 10.6 % of the Company’s purchases during Fiscal Year 2022. There are many potential suppliers in the industry that could become a supplier if we were to lose one of our large suppliers. Other Commitments 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. |
Operating Leases
Operating Leases | 12 Months Ended |
Jan. 28, 2023 | |
Leases [Abstract] | |
Operating Leases | 12. Operating Leases As of January 28, 2023, the Company leased certain retail stores, a distribution center, and office space. As of that same date, the Company did not have any financing leases and no operating leases contained any material residual value guarantees or material restrictive covenants. Certain of the Company’s retail operating leases include variable rental payments based on a percentage of retail sales over contractual levels and month-to-month leases. Some retail leases include one or more options to renew, with renewal terms that can extend the lease term from one to fifteen years . The Company’s distribution center has renewal terms that can extend the lease term up to twenty years . The exercise of lease renewal options is at the Company’s sole discretion. As of January 28, 2023, the Company included options to renew that are reasonably certain to be exercised in the operating lease assets and liabilities. The Company maintained a tenant incentive liability of $ 0.5 million and $ 1.0 million as of January 28, 2023 and January 29, 2022, respectively, related to certain variable retail leases. The components of lease expense were as follows (in thousands): For the Fiscal Year Ended Lease Cost Classification January 28, 2023 January 29, 2022 January 30, 2021 Operating lease cost SG&A Expenses $ 38,713 $ 40,538 $ 43,824 Variable lease cost SG&A Expenses 3,006 1,354 1,340 Total lease cost $ 41,719 $ 41,892 $ 45,164 In Fiscal Year 2022 , the Company reduced the net carrying value of certain long-lived assets to their estimated fair value, which was determined using a discounted cash flows method. Noncash impairment charges of $ 0.6 million related primarily to a right-of-use asset arose from the revised sublease assumptions relating to one floor of the corporate headquarters located in Quincy, Massachusetts that was vacated in July 2019. There w ere no im pairments recorded in Fiscal Year 2021. During Fiscal Year 2020 , the Company reduced the net carrying value of right-of-use assets to their estimated fair value, which was determined using a discounted cash flows method. These impairment charges arose from the material adverse effect that COVID-19 had on our results of operations, particularly with our store fleet. The Company recognized noncash impairment charges associated with right-of-use assets of $ 23.0 million during Fiscal Year 2020. For the fiscal years ended January 28, 2023, January 29, 2022 and January 30, 2021, total common area maintenance expense was $ 13.1 million, $ 14.6 million and $ 14.2 million, respectively. For the fiscal years ended January 28, 2023 and January 29, 2022 , the total cash paid for amounts included in the measurement of operating lease liabilities was $ 41.5 million and $ 49.6 million, respectively. The weighted average remaining lease term and weighted average discount rate for our operating leases are as follows: Lease Term and Discount Rate January 28, 2023 Weighted-average remaining lease term (in years) Operating leases 5.3 Weighted-average discount rate Operating leases 6.6 % Maturities of lease liabilities as of January 28, 2023 were as follows (in thousands): Fiscal Year Operating Leases (1) 2023 $ 40,177 2024 39,914 2025 32,090 2026 27,879 2027 17,527 Thereafter 31,020 Subtotal 188,607 Less: Imputed interest 30,979 Present value of lease liabilities $ 157,628 (1) There were no operating leases with legally binding minimum lease payments for leases signed but for which the Company has not taken possession. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 28, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The provision (benefit) for income taxes for the Fiscal Years 2022, 2021, and 2020 consists of the following (in thousands): For the Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Current U.S. Federal $ 14,562 $ 9,790 $ ( 30,304 ) State and local 2,582 1,359 ( 659 ) Total current 17,144 11,149 ( 30,963 ) Deferred tax benefit U.S. Federal ( 985 ) ( 1,913 ) ( 13,922 ) State and local 340 ( 1,218 ) ( 3,277 ) Total deferred tax benefit ( 645 ) ( 3,131 ) ( 17,199 ) Total income tax provision (benefit) $ 16,499 $ 8,018 $ ( 48,162 ) The effective tax rate for the fiscal year ended January 28, 2023 differs from the federal statutory rate of 21 % primarily due to the impact of state and local income taxes, the impact of executive compensation limitations, valuation allowance changes and tax return to provision adjustments. A reconciliation of the federal statutory income tax rate of 21 % to the Company’s effective tax rate is as follows for the periods presented: For the Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Federal statutory income tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal tax effect 6.1 % ( 14.7 )% 4.9 % Fair market value of warrants and derivative 0.0 % ( 59.9 )% 0.0 % Disallowed officer compensation 2.1 % ( 6.0 )% 0.0 % Goodwill impairment 0.0 % 0.0 % ( 2.0 )% Net operating loss CARES ACT benefit 0.0 % 0.3 % 5.7 % Valuation allowance ( 2.2 )% 14.1 % ( 2.9 )% Equity-based compensation expense ( 0.3 )% 4.4 % ( 0.2 )% Charitable contributions ( 0.2 )% 0.6 % 0.1 % Tax return to provision adjustments 1.5 % ( 0.2 )% 0.0 % Other 0.1 % 0.6 % ( 0.9 )% Effective tax rate 28.1 % ( 39.8 )% 25.7 % The components of deferred tax assets (liabilities) were as follows (in thousands): January 28, 2023 January 29, 2022 Deferred tax assets Accrued expenses $ 5,155 $ 6,127 State net operating loss carryforward 713 2,514 Start-up costs 409 472 Debt issuance costs 895 1,044 Lease liabilities 40,921 45,724 Total deferred tax assets, gross 48,093 55,881 Less: Deferred tax valuation allowances ( 1,350 ) ( 2,657 ) Total deferred tax assets net of valuation allowances 46,743 53,224 Deferred tax liabilities Inventory ( 1,050 ) ( 900 ) Lease assets ( 30,958 ) ( 33,976 ) Fixed assets ( 5,939 ) ( 8,466 ) Intangible assets ( 18,336 ) ( 19,976 ) Prepaid expenses ( 519 ) ( 610 ) Total deferred tax liabilities ( 56,802 ) ( 63,928 ) Net deferred tax liabilities $ ( 10,059 ) $ ( 10,704 ) Deferred tax assets and deferred tax liabilities are recognized based on temporary differences between the financial reporting and tax bases of assets and liabilities using statutory rates. The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets and concluded that it is more likely than not that the Company will not recognize part of the state deductible differences and net operating losses due to the history of recent losses in Fiscal Years 2021 and 2020. Accordingly, a valuation allowance of $ 1.4 million as of January 28, 2023 and $ 2.7 million as of January 29, 2022 has been established against the state deferred tax assets. The valuation allowance decreased by $ 1.3 million primarily as a result of the increase in net operating loss carryforward utilized in the current year. The Company will continue to evaluate the positive and negative evidence available and may reduce the valuation allowance in the future if the Company’s recent profitability trends continue. As of January 28, 2023 , the Company does no t have a federal net operating loss carryforward. The Company has $ 0.9 million of state net operating loss and interest carryforward benefits, of which a majority expire at various dates between 2031-2041. The Company had no federal or state tax credit carryforwards as of January 28, 2023 and January 29, 2022. The following table summarizes the changes in the Company’s unrecognized income tax benefits for Fiscal Years 2022, 2021 and 2020 (in thousands): For the Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Balance at the beginning of the period $ 399 $ 336 $ — Increases based on tax positions related to the current period — — 336 Increases for tax positions related to prior periods 26 63 — Balance at the end of the period $ 425 $ 399 $ 336 The Company had gross unrecognized tax benef its of $ 0.4 mil lion, $ 0.4 million and $ 0.3 million as of January 28, 2023, January 29, 2022 and January 30, 2021, respectively, recorded in Other liabilities on the consolidated balance sheets. The Company will recognize interest and penalties, if any, related to uncertain tax positions in income tax expense. As of January 28, 2023 , no si gnificant amount of penalties or interest have been accrued. For federal and state income tax purposes, the Company’s tax years remain open under statute for Fiscal Year 2015 to present. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Jan. 28, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 14. Net Income (Loss) Per Share The following table summarizes the computation of basic and diluted net income (loss) per common share for the Fiscal Years 2022, 2021 and 2020 (in thousands, except share and per share data): For the Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Numerator Net income (loss) attributable to common shareholders $ 42,175 $ ( 28,143 ) $ ( 139,404 ) Denominator Weighted average number of common shares outstanding 10,124,962 9,886,343 9,159,686 Assumed exercise of warrants 3,810,441 2,543,416 — Weighted average common shares, basic 13,935,403 12,429,759 9,159,686 Dilutive effect of stock options and restricted shares 349,632 — — Weighted average common shares, diluted 14,285,035 12,429,759 9,159,686 Net income (loss) per common share, basic 3.03 ( 2.26 ) ( 15.22 ) Net income (loss) per common share, diluted $ 2.95 $ ( 2.26 ) $ ( 15.22 ) 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, there were 106,137 , 700,207 , and 459,452 such awards excluded for the Fiscal Years 2022, 2021 and 2020, respectively. On November 4, 2020, the Company announced a 1-for-5 reverse stock split effective November 9, 2020 . The Company’s shareholders received one share for every five shares held prior to the effective date. Warrants 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 upon the preceding 5-day volume weighted average share price rather than repay $ 4.9 million of principal. As a result of this choice and because of the antidilution provision under the warrant agreement, the warrants became exercisable into 3,820,748 shares of common stock for an aggregate exercise price of $ 186,000 until its expiration date on October 2, 2025 . During Fiscal Year 2021, the Company recognized approximately $ 2.8 million and $ 57.0 million of non-cash charges recorded within Fair value adjustments – derivative and Fair value adjustments – warrants, respectively, in the consolidated statements of operations and comprehensive income. Effective May 31, 2021, the remaining derivative and warrants liabilities totaling $ 78.2 million were 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). Effective May 31, 2021 the warrants issued to the Subordinated Facility holders have been included in the denominator for basic and diluted EPS calculations as the exercise of the warrants is near certain because the exercise price is non substantive in relation to the fair value of the common shares to be issued upon exercise. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Jan. 28, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 15. Equity-Based Compensation 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 Fiscal Year 2017, at the time of the Company’s IPO, the total issued unvested common interests under the Incentive Equity Plan (the “Plan”) were converted to 477,000 restricted share awards (“RSAs”) under the Plan. The RSAs 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. During Fiscal Years 2022 and 2021 , there were no RSAs forfeited. During Fiscal Year 2020 , there were 661 RSAs forfeited. During Fiscal Year 2022 , the Committee granted Restricted Stock Units (“RSUs”) under the 2017 Plan, which vest 33.3 % each year, over three years from the grant date. During Fiscal Years 2021 and 2020 , the Committee granted RSUs under the 2017 Plan, which vest 25 % each year, over four years from the 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. For Fiscal Year 2022, 2021 and 2020 ,the fair market value of RSUs was determined based on the market price of the Company’s shares on the date of the grant. The following table summarizes the RSAs and RSUs award activity, inclusive of inducement awards for Fiscal Years 2022, 2021 and 2020: Number of Weighted- Unvested units outstanding at February 1, 2020 489,072 $ 12.74 Granted 168,421 2.75 Vested ( 188,764 ) 16.69 Forfeited ( 79,443 ) 16.94 Unvested units outstanding at January 30, 2021 389,286 13.81 Granted 479,527 10.38 Vested ( 136,187 ) 14.37 Forfeited ( 58,289 ) 13.86 Unvested units outstanding at January 29, 2022 674,337 11.27 Granted 254,587 15.33 Vested ( 231,971 ) 12.89 Forfeited ( 18,443 ) 15.08 Unvested units outstanding at January 28, 2023 678,510 $ 11.78 As of January 28, 2023 , there was $ 5.2 million of total unrecognized compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average service period of 2.1 years. The weighted-average grant date fair value per share of RSUs granted during Fiscal Years 2022, 2021, and 2020 was $ 15.33 , $ 10.38 , and $ 2.75 , respectively. The total fair value of RSUs vested during Fiscal Years 2022, 2021, and 2020 was $ 3.0 million, $ 1.9 million, and $ 3.2 million, respectively. The 2017 Plan has 1,293,453 shares of common stock reserved for issuance to awards granted by the Committee. As of January 28, 2023 , there were an aggregate of 434,741 shares remaining for future issuance. During Fiscal Years 2018 and 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 options award activity, inclusive of inducement awards for Fiscal Years 2022, 2021 and 2020: Number of Weighted- Weighted- Weighted- Aggregate- (1) (years) (thousands) Options outstanding at February 1, 2020 20,891 $ 30.16 $ 59.85 7.3 $ — Forfeited ( 1,990 ) 30.16 59.85 — — Options outstanding at January 30, 2021 18,901 $ 30.15 $ 59.85 6.3 $ — Forfeited ( 249 ) 30.16 59.85 — — Options outstanding at January 29, 2022 18,652 $ 30.15 $ 59.85 5.3 $ — Forfeited ( 3,742 ) 30.17 59.85 — — Options outstanding at January 28, 2023 14,910 $ 30.17 $ 59.85 4.3 $ — Options exercisable at January 28, 2023 14,910 $ 30.17 $ 59.85 4.3 $ — (1) The intrinsic value is the amount by which the market price at the end of the period of the underlying share of stock exceeds the exercise price of the stock option. As of January 28, 2023 , there was no unrecognized compensation cost related to stock options as all options were fully vested. There were no stock options granted during Fiscal Years 2022, 2021 and 2020. The Company established an Employee Stock Purchase Plan (the “Purchase Plan”) during Fiscal Year 2017, under which a maximum of 40,000 shares of common stock may be purchased by eligible employees as defined by the Purchase Plan. As of January 28, 2023, January 29, 2022 and January 30, 2021 , there were 2,344 shares authorized and available for future issuance under the Purchase Plan. During Fiscal Year 2020, the Purchase Plan was suspended due to an inadequate number of authorized and available shares. The Purchase Plan remained suspended as of January 28, 2023. Equity-based compensation expense for all award types of $ 3.5 million , $ 2.6 million and $ 2.1 million was recorded as Selling, general and administrative expenses in the consolidated statements of operations and comprehensive income during Fiscal Years 2022, 2021 and 2020, respectively. Special Dividend On March 6, 2019 , the Company’s Board of Directors declared a special cash dividend (the “Special Dividend”) of $ 5.75 per share payable to shareholders of record as of March 19, 2019 , of which $ 50.2 million was paid on April 1, 2019 to shareholders. In connection with the Special Dividend, pursuant to anti-dilution provisions in the 2017 Plan, the Company adjusted outstanding equity awards in order to prevent dilution of such awards. Accordingly, the Company adjusted the number of outstanding unvested RSUs as of the payment date of the dividend with an additional number of RSUs (“Dividend Equivalent Units” or “DEUs”) equal to the quotient obtained by dividing (x) the product of the number of unvested RSUs as of the record date by the amount of the dividend per share, by (y) the fair market value of share on the payment date of the Special Dividend. The DEUs will follow the same vesting pattern as the RSUs. For holders of outstanding options as of March 19, 2019, the option strike price on such options was reduced by the per share amount of the Special Dividend. Holders of unvested RSAs received a forfeitable $ 5.75 per share dividend on unvested RSAs as of March 19, 2019. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jan. 28, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. 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 (the “Subordinated Lenders”). 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. In the consolidated statements of operations and comprehensive income, in association with the Subordinated Facility, during Fiscal Year 2022, the Company incurred $ 4.1 million of Interest expense, net – related party. For Fiscal Year 2021 the Company incurred $ 2.0 million and $ 57.0 million , respectively, of Interest expense, net – related party and Fair value adjustment of warrants – related party. The Company recorded $ 3.3 million in selling, general and administrative expenses during Fiscal Year 2020 for professional fees of advisors to TowerBrook for services associated with the Transaction. During the Fiscal Years 2022, 2021 and 2020 , the Company incurred an immaterial amount of other related party transactions. |
Barter Arrangement
Barter Arrangement | 12 Months Ended |
Jan. 28, 2023 | |
Barter Arrangement [Abstract] | |
Barter Arrangement | 17. Barter Arrangement During fiscal year 2019, the Company entered into a bartering arrangement with Evergreen Trading, a vendor, where the Company provided inventory in exchange for media credits. The Company had used a minimal amount of the media credits during Fiscal Year 2020 and after a review of the current plans for marketing and advertising, the Company decided to abandon the media credits and recorded a $ 1.9 million charge within Selling, general and administrative expenses in the consolidated statements of operations and comprehensive income for Fiscal Year 2020. No such charges were recorded for Fiscal Years 2022 and 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 28, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s fiscal year ends on the Saturday, in January or February, nearest the last day of January, resulting in an additional week of results every five or six years. The Fiscal Years 2022, 2021 and 2020 contained 52-weeks of operations. Certain prior year amounts have been restated to reflect the reverse stock split on November 9, 2020. |
Financial Statement Presentation | Financial Statement Presentation Certain reclassifications have been made to prior periods to conform with the current period presentation. On the consolidated statement of cash flows, the Company reclassified amounts for capitalized software purchases for Fiscal Years 2021 and 2020 from purchases of property and equipment to a separate financial statement line item within investing activities to conform to the current fiscal year presentation of capitalized software purchases. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect reported amounts of assets, liabilities, shareholders’ 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 accounting for outstanding gift cards that will ultimately not be redeemed (“gift card breakage”) and estimated merchandise returns; 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. Actual results could differ from those estimates, and such differences could be material. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the assets, liabilities and results of operations of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in the consolidated financial statements. |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following table shows supplemental cash flow information (in thousands): For the Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Supplemental cash flow information: Cash paid for interest $ 11,722 $ 14,012 $ 14,207 Cash paid for taxes 19,686 9,275 20 Cash received for income tax refunds 10,257 17,930 - Noncash investing and financing activities: Lease assets obtained in exchange for new operating lease liabilities 1,789 - - Capital expenditures financed with the ending balance in accounts payable and accrued expenses 386 83 157 Settlement of debt in exchange for shares (Note 9) - 5,211 - Exchange of priming loans for term loans - - 228,623 Noncash lender fees: Warrants issued for subordinated facility - - 11,782 Equity and embedded derivative issued for priming loans - - 3,388 |
Segment Reporting | Segment Reporting The Company determined its operating segments on the same basis that it assesses performance and makes operating decisions. The Company’s operating segments consist of its Retail and Direct channels, which have been aggregated into one reportable segment. All of the Company’s identifiable assets are located in the United States, which is where the Company is domiciled. The Company does no t have sales outside the United States, nor does any customer represent more than 10% of total revenues for any period presented. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include cash on hand, demand deposits and all highly liquid investments with original maturities at the time of purchase of three months or less. Certain cash account balances exceed FDIC insured limits of $ 250,000 per account and, as a result, there is a concentration of credit risk related to amounts in excess of insurance limits. We monitor the financial stability of these financial institutions and believe that we are not exposed to any significant credit risk in cash. |
Accounts Receivable | Accounts Receivable The Company’s accounts receivable relates 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. The Company occasionally sells inventory to liquidators, and if these sales occur near the end of a reporting period, they are also included in accounts receivable. |
Inventories | Inventories Inventory consists of finished goods held for sale. Inventory is stated at the lower of cost or net realizable value. Cost is calculated using the weighted average method of accounting, and includes the cost to purchase merchandise from the Company’s manufacturers plus duties, tariffs, 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 estimates applying past and projected sales performance to current inventory levels. As of January 28, 2023 and January 29, 2022 , an inventory reserve of $ 2.1 million and $ 1.8 million has been recorded, respectively. The Company sells excess inventory in its stores, on-line at www.jjill.com and occasionally to inventory liquidators. Inventory from domestic suppliers is recorded when it is received at the distribution center. Inventory from foreign suppliers is recorded when goods are cleared for export on board the ship at the port of shipment. |
Property and Equipment | Property and Equipment Property and equipment purchases are recorded at cost. Property and equipment is presented net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are amortized over the shorter of the term of the related lease or the estimated useful lives of the improvements. Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for betterments and major improvements that significantly enhance the value and increase the estimated useful life of the asset are capitalized and depreciated over the new estimated useful life. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, and any resulting gains or losses are included in the consolidated statements of operations and comprehensive income. Estimated useful lives of property and equipment asset categories are as follows: Furniture, fixtures and equipment 5 - 7 years Computer software and hardware 3 - 5 years Leasehold improvements Shorter of estimated useful life or lease term |
Capitalized Interest | Capitalized Interest The cost of interest that is incurred in connection with ongoing construction projects is capitalized using a weighted average interest rate. These costs are included in property and equipment and amortized over the useful life of the related property or equipment. |
Long-lived Assets | Long-lived Assets The carrying value of long-lived assets, including amortizable identifiable intangible assets, and asset groups are evaluated whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Conditions that may indicate impairment include, but are not limited to, a significant decrease in the market price of an asset, a significant adverse change in the extent or manner in which an asset is being used or a significant decrease in its physical condition, and operating performance that demonstrates continuing cash flow losses associated with an asset or asset group. A potential impairment has occurred if the projected future undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group are less than the carrying value of the asset or asset group. The estimate of cash flows includes management’s assumptions of cash inflows and outflows directly resulting from the use of the asset in operation. If the carrying value exceeds the sum of the undiscounted cash flows, an impairment charge is recorded equal to the excess of the asset or asset group’s carrying value over its fair value. Fair value is measured based on a projected discounted cash flow model using a discount rate the Company believes is commensurate with the market participant rate. The fair value measurement includes the fair value of the right of use asset and will not be written down below the asset’s fair value. Any impairment charge would be recognized within operating expenses. |
Goodwill and Indefinite-lived Intangible Assets | Goodwill and Indefinite-lived Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment at least annually at fiscal year-end, 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 and indefinite-lived intangible assets. The Company may assess these assets for impairment initially using 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 management concludes, based on its assessment of relevant events, facts and circumstances that it is more likely than not that an impairment exists, then a quantitative analysis is performed to determine if there is any impairment. The Company may also elect to initially perform a quantitative analysis instead of starting with a qualitative approach. See Note 6. Goodwill and Other Intangible Assets for additional information. |
Revenue Recognition | Revenue Recognition Revenue is primarily derived from the sale of apparel and accessory merchandise through our retail stores (“Retail”) and through our website and catalog orders (“Direct”). The Company recognizes revenue when its single performance obligation is met at the time when the control of the promised goods or services are transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. Revenue from our Retail channel is recognized at the time of sale and revenue from our Direct channel is recognized upon shipment of merchandise to the customer. The Company has a return policy where merchandise returns will be accepted within 90 days of the original purchase date. 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 estimated sales reserve is recorded as a return asset (and corresponding adjustment to cost of goods sold) for the cost of inventory and a return liability for the amount to settle the return with a customer (and a corresponding adjustment to revenue). The return asset and return liability are recorded in Prepaid expenses and other current assets, and Accrued expenses and other current liabilities, respectively, in the consolidated balance sheets. 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. 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 a contract liability until the customer redeems the gift card or when the likelihood of redemption is remote. Based on historical experience, the Company estimates the value of gift card breakage and will not be escheated under statutory state unclaimed property laws. This gift card breakage is recognized as revenue over the time period established by the Company’s historical gift card redemption pattern. The Company recognizes revenues from shipments to customers when the shipping and handling activities occur and will accrue those related costs. Shipping and handling costs are recorded in selling, general and administrative expenses. |
Costs of Goods Sold | Costs of Goods Sold The Company’s costs of goods sold includes the direct costs of sold merchandise, which include customs, taxes, duties, commissions and inbound shipping costs, inventory shrinkage, and adjustments and reserves for excess, aged and obsolete inventory. Costs of goods sold does not include distribution center costs and allocations of indirect costs, such as occupancy, depreciation, amortization, or labor and benefits. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses Selling, general and administrative expenses consist primarily of payroll and related expenses, occupancy costs, information systems costs and other operating expenses related to our stores and to our operations at our headquarters, including utilities, depreciation and amortization. These expenses also include marketing expense, including catalog production and mailing costs, warehousing, distribution and outbound shipping costs, customer service operations, consulting and software services, professional services and other administrative costs. |
Advertising Costs | Advertising Costs The Company incurs costs to produce, print, and distribute its catalogs. Catalog costs are capitalized as incurred and expensed when the catalog is mailed to the customer (the first time the advertising occurs). As of January 28, 2023 and January 29, 2022 , catalog costs capitalized were $ 2.0 million, respectively. These costs are included in Prepaid expenses and other current assets on the consolidated balance sheets. Catalog advertising expenses were $ 16.8 million, $ 14.9 million, and $ 15.6 million for the Fiscal Years 2022, 2021 and 2020, respectively. The costs are included in Selling, general and administrative expenses in the consolidated statements of operations and comprehensive income. Other advertising costs are recorded as incurred. Other advertising costs recorded were $ 22.0 million, $ 19.8 million, and $ 16.2 million for the Fiscal Years 2022, 2021 and 2020 , respectively. The costs are included in Selling, general and administrative expenses in the consolidated statements of operations and comprehensive income. |
Operating Leases | Operating Leases The Company determines if an arrangement is a lease at inception. Lease agreements will typically exist with lease and non-lease components, which are generally accounted for separately. The Company has elected not to recognize right of use assets or lease obligations for leases with an initial term of twelve months or less. The Company recognizes operating lease liabilities equal to the present value of the lease payments and operating lease assets representing the right to use the underlying asset for the lease term. The lease expense for lease payments is recognized on a straight-line basis over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at lease commencement in determining the present value of lease payments. The operating lease assets include any lease payments made prior to lease commencement and are reduced by any lease incentives. Under lease accounting guidance, for any new leases entered into, the Company assesses if it is reasonably certain to exercise lease options to extend or terminate the lease for inclusion (or exclusion) in the lease term when the Company measures the lease liability. The depreciable life of any assets and leasehold improvements are limited by the expected lease term. Certain of the Company’s retail operating leases include variable rental payments based on a percentage of retail sales over contractual levels. Variable rental payments are recognized in the consolidated statements of operations and comprehensive income in the period in which the obligation for those payments is incurred. If such variable operating leases arise that include incentives from landlords in the form of cash, the Company will record the full amount of the incentive 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 options to extend if they are reasonably certain to be exercised. The Company recognizes those liabilities to be amortized within one year as current liability and those greater than one year as long-term liability. For purposes of recognizing these incentives and rental expenses on a straight-line basis, the Company uses the date it obtains the legal right to use and control the lease asset to begin amortization, which is generally when the Company takes possession of the asset. |
Debt Issuance Costs | Debt Issuance Costs The Company defers costs directly associated with acquiring third-party financing. Debt issuance costs are deferred and amortized using the effective interest rate method over the term of the related long-term debt agreement and the straight-line method for the revolving credit agreement. Debt issuance costs related to long-term debt are reflected as a direct deduction from the carrying amount of the debt on the Company’s balance sheet. From time-to-time the Company could make prepayments on the long-term debt and a portion of the debt issuance costs associated with the prepayment would be accelerated and expensed at that time. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method and elected to be taxed as a C corporation. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying values and their respective tax bases, using enacted tax rates expected to be applicable in the years in which the temporary differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company evaluates the realizability of its deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of the deferred tax assets will not be realized. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected, scheduling of anticipated reversals of taxable temporary differences, and considering prudent and feasible tax planning strategies. The Company records liabilities for uncertain income tax positions based on a two-step process. The first step is recognition, where an individual tax position is evaluated as to whether it has a likelihood of greater than 50% of being sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation processes. For tax positions that are currently estimated to have less than a 50% likelihood of being sustained, no tax benefit is recorded. For tax positions that have met the recognition threshold in the first step, the Company performs the second step of measuring the benefit to be recorded. The amount of benefit that may be recognized is the largest amount that has 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 Selling, general, and administrative expenses in the accompanying consolidated statements of operations and comprehensive income. The Company incurred immaterial amounts of interest expense and penalties related to income taxes for Fiscal Years 2022, 2021 and 2020 . |
Comprehensive Income | Comprehensive Income Comprehensive income is a measure of net income 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 shareholders’ equity and the consolidated statements of comprehensive income. The Company’s management has determined that net income is the only component of the Company’s comprehensive income. Accordingly, there is no difference between net income and comprehensive income. |
Equity-based Compensation | Equity-based Compensation 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, 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 either the Black-Scholes option pricing model or the stock price on the date of grant. All of the equity-based awards granted by the Company during Fiscal Years, 2022, 2021 and 2020 were considered equity-classified awards and compensation expense for these awards was recognized in Selling, general, and administrative expenses in the consolidated statements of operations and comprehensive income. Forfeitures were recorded as they occurred. |
Earnings Per Share | Earnings Per Share Basic net income per common share attributable to common shareholders is calculated by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income per common share attributable to common shareholders is calculated by dividing net income attributable to common shareholders by the diluted weighted average number of common shares outstanding for the period. For Fiscal Year 2022 there were 0.3 million potentially dilutive securities outstanding. During Fiscal Years 2021 and 2020 , there were no potentially dilutive securities outstanding because the Company incurred a Net loss in those fiscal years. |
Credit Card Agreement | Credit Card Agreement The Company has an arrangement with a third party to provide a private label credit card to its customers through August 2024, and will automatically renew thereafter for successive two year terms, unless either party provides a notice of intention to terminate. 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 would be obligated to purchase the receivables. The Company receives royalty payments through its private label credit card agreement. The royalty payments are recognized as revenue when they are earned each month. Royalty payments recognized were $ 3.9 million, $ 3.7 million, and $ 3.3 million for the Fiscal Years 2022, 2021 and 2020, respectively. The Company also receives reimbursements for costs of marketing programs related to the private label credit card, which are recorded as revenue as earned and the costs incurred are recorded as Selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income. Reimbursements for costs of marketing programs of $ 1.6 million, $ 1.3 million, and $ 0.9 million were recognized in revenue in Fiscal Years 2022, 2021 and 2020, respectively. The credit card agreement provides a signing bonus to the Company, which is being recognized as revenue through August 2023. See Note 4. Revenues for additional information related to our signing bonus. |
Employee Benefit Plan | Employee Benefit Plan The Company has a 401(k) retirement plan 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 contributes 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 Fiscal Years 2022, 2021 and 2020 were $ 1.2 million, $ 0.8 million, and $ 1.1 million, respectively. |
Concentration of Credit Risks | Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk principally consist of cash held in financial institutions and accounts receivable. The Company considers the credit risk associated with these financial instruments to be minimal. Cash is held by financial institutions with high credit ratings and the Company has not historically sustained any credit losses associated with its cash balances. The Company evaluates the credit risk associated with accounts receivable to determine if an allowance for doubtful accounts is necessary. As of January 28, 2023 and January 29, 2022 , the Company determined that no allowance for estimated credit losses was necessary. |
Recently Adopted Accounting Standards and Issued Accounting Pronouncements | Recently Adopted Accounting Standards In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. 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, 2024. The Company determined this standard did not have an impact on the Company ’ s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Accounting Policies [Abstract] | |
Summary of Supplemental Cash Flow Information | The following table shows supplemental cash flow information (in thousands): For the Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Supplemental cash flow information: Cash paid for interest $ 11,722 $ 14,012 $ 14,207 Cash paid for taxes 19,686 9,275 20 Cash received for income tax refunds 10,257 17,930 - Noncash investing and financing activities: Lease assets obtained in exchange for new operating lease liabilities 1,789 - - Capital expenditures financed with the ending balance in accounts payable and accrued expenses 386 83 157 Settlement of debt in exchange for shares (Note 9) - 5,211 - Exchange of priming loans for term loans - - 228,623 Noncash lender fees: Warrants issued for subordinated facility - - 11,782 Equity and embedded derivative issued for priming loans - - 3,388 |
Estimated Useful Lives of Property and Equipment Asset | Estimated useful lives of property and equipment asset categories are as follows: Furniture, fixtures and equipment 5 - 7 years Computer software and hardware 3 - 5 years Leasehold improvements Shorter of estimated useful life or lease term |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenues Disaggregated by Revenue Source | The following table presents revenues disaggregated by revenue source (in thousands): For the Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Retail $ 327,084 $ 293,570 $ 147,420 Direct 288,184 291,636 279,310 Net sales $ 615,268 $ 585,206 $ 426,730 |
Schedule of Contract Liabilities | Total contract liabilities consisted of the following (in thousands): January 28, 2023 January 29, 2022 Contract liabilities: Signing bonus (1) $ 82 $ 224 Unredeemed gift cards 7,131 7,410 Total contract liabilities $ 7,213 $ 7,634 (1) The short-term portion of the signing bonus is included in Accrued expenses and other current liabilities on the Company’s consolidated balance sheets for Fiscal Years 2022 and 2021. The long-term portion of the signing bonus is included in Other long-term liabilities on the Company’s consolidated balance sheet for Fiscal Year 2021. As of January 28, 2023 , the Company only had the short-term portion of signing bonus remaining. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets include the following (in thousands): January 28, 2023 January 29, 2022 Prepaid rent $ 1,997 $ 2,662 Prepaid catalog costs 1,977 1,988 Prepaid store supplies 2,044 1,117 Prepaid software project costs 1,315 — Returns reserve asset 2,503 4,175 Income tax receivable 361 10,342 Other prepaid expenses 5,399 4,652 Other current assets 547 520 Total prepaid expenses and other current assets $ 16,143 $ 25,456 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Other Intangible Assets | A summary of other intangible assets as of January 28, 2023 and January 29, 2022 is as follows (in thousands): January 28, 2023 Weighted Average Useful Life (Years) Gross Accumulated Amortization Accumulated Impairment Carrying Amount Indefinite-lived: Trade name N/A $ 58,100 $ — $ 24,100 $ 34,000 Definite-lived: Customer relationships 13.2 134,200 92,392 2,620 39,188 Total intangible assets $ 192,300 $ 92,392 $ 26,720 $ 73,188 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 Useful Lives of Intangible Assets | The definite-lived intangible assets are amortized over the period the Company expects to receive the related economic benefit, which for customer lists is based upon estimated future net cash inflows. The estimated useful lives of intangible assets are as follows: Asset Amortization Method Estimated Useful Life Customer lists Pattern of economic benefit 9 - 16 years |
Summary of Estimated Amortization Expense | The estimated amortization expense for each of the next five years and thereafter is as follows (in thousands): Fiscal Year Estimated Amortization Expense 2023 $ 6,942 2024 5,231 2025 4,693 2026 4,556 2027 4,418 Thereafter 13,348 Total $ 39,188 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment at January 28, 2023 and January 29, 2022 consist of the following (in thousands): January 28, 2023 January 29, 2022 Leasehold improvements $ 100,571 $ 102,205 Furniture, fixtures and equipment 47,081 48,016 Computer hardware and software 59,973 56,226 Total property and equipment, gross 207,625 206,447 Accumulated depreciation ( 164,267 ) ( 152,456 ) 43,358 53,991 Construction in progress 10,139 3,338 Property and equipment, net $ 53,497 $ 57,329 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities include the following (in thousands): January 28, 2023 January 29, 2022 Accrued payroll and benefits $ 16,378 $ 14,458 Accrued returns reserve 6,702 11,003 Gift cards redeemable 7,131 7,410 Accrued professional fees 2,150 1,463 Taxes, other than income taxes 2,532 2,475 Accrued occupancy 1,115 530 Other accrued employee costs 1,258 2,066 Other 12,464 9,448 Total accrued expenses and other current liabilities $ 49,730 $ 48,853 |
Schedule of Changes in Accrued Returns Reserve | The following table reflects the changes in the accrued returns reserve for the Fiscal Years 2022, 2021 and 2020 (in thousands): Accrued returns reserve Beginning Charged to Deductions End of Fiscal Year Ended January 30, 2021 $ 12,822 $ 81,588 $ ( 83,734 ) $ 10,676 Fiscal Year Ended January 29, 2022 10,676 113,671 ( 113,344 ) 11,003 Fiscal Year Ended January 28, 2023 11,003 123,812 ( 128,113 ) 6,702 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Debt Disclosure [Abstract] | |
Components of Outstanding Long-term debt | The components of the Company’s outstanding long-term debt at January 28, 2023 and January 29, 2022 were as follows (in thousands): At January 28, 2023 Outstanding Balance Original Issue Discount Capitalized Fees & Expenses Balance Sheet Priming Term Loan due 2024 $ 201,349 $ ( 786 ) $ ( 1,622 ) $ 198,941 Subordinated Term Loan due 2024 20,548 — ( 10,829 ) 9,719 Totals 221,897 ( 786 ) ( 12,451 ) 208,660 Less: Current portion ( 3,424 ) — — ( 3,424 ) Net long-term debt $ 218,473 $ ( 786 ) $ ( 12,451 ) $ 205,236 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 |
Schedule of Minimum Future Principal Amounts Payable Under Outstanding Long-term Debt | As of January 28, 2023, minimum future principal amounts payable under the Company’s outstanding long-term debt are as follows (in thousands): Fiscal Year Priming Term Loan Subordinated Term Loan Total 2023 3,424 — 3,424 2024 197,925 15,000 212,925 $ 201,349 $ 15,000 $ 216,349 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables present the carrying value and fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of January 28, 2023 and January 29, 2022, respectively (in thousands): Fair Value as of January 28, 2023 Carrying Value Level 1 Level 2 Level 3 Financial instruments not carried at fair value: Total debt $ 208,660 $ — $ 223,616 $ — Total financial instruments not carried at fair value $ 208,660 $ — $ 223,616 $ — 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 $ — |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense were as follows (in thousands): For the Fiscal Year Ended Lease Cost Classification January 28, 2023 January 29, 2022 January 30, 2021 Operating lease cost SG&A Expenses $ 38,713 $ 40,538 $ 43,824 Variable lease cost SG&A Expenses 3,006 1,354 1,340 Total lease cost $ 41,719 $ 41,892 $ 45,164 |
Schedule Of Lease Terms And Discount Rate | The weighted average remaining lease term and weighted average discount rate for our operating leases are as follows: Lease Term and Discount Rate January 28, 2023 Weighted-average remaining lease term (in years) Operating leases 5.3 Weighted-average discount rate Operating leases 6.6 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of January 28, 2023 were as follows (in thousands): Fiscal Year Operating Leases (1) 2023 $ 40,177 2024 39,914 2025 32,090 2026 27,879 2027 17,527 Thereafter 31,020 Subtotal 188,607 Less: Imputed interest 30,979 Present value of lease liabilities $ 157,628 (1) There were no operating leases with legally binding minimum lease payments for leases signed but for which the Company has not taken possession. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision (Benefit) for Income Taxes | The provision (benefit) for income taxes for the Fiscal Years 2022, 2021, and 2020 consists of the following (in thousands): For the Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Current U.S. Federal $ 14,562 $ 9,790 $ ( 30,304 ) State and local 2,582 1,359 ( 659 ) Total current 17,144 11,149 ( 30,963 ) Deferred tax benefit U.S. Federal ( 985 ) ( 1,913 ) ( 13,922 ) State and local 340 ( 1,218 ) ( 3,277 ) Total deferred tax benefit ( 645 ) ( 3,131 ) ( 17,199 ) Total income tax provision (benefit) $ 16,499 $ 8,018 $ ( 48,162 ) |
Schedule of Reconciliation of Statutory Federal Income Tax Rate | A reconciliation of the federal statutory income tax rate of 21 % to the Company’s effective tax rate is as follows for the periods presented: For the Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Federal statutory income tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal tax effect 6.1 % ( 14.7 )% 4.9 % Fair market value of warrants and derivative 0.0 % ( 59.9 )% 0.0 % Disallowed officer compensation 2.1 % ( 6.0 )% 0.0 % Goodwill impairment 0.0 % 0.0 % ( 2.0 )% Net operating loss CARES ACT benefit 0.0 % 0.3 % 5.7 % Valuation allowance ( 2.2 )% 14.1 % ( 2.9 )% Equity-based compensation expense ( 0.3 )% 4.4 % ( 0.2 )% Charitable contributions ( 0.2 )% 0.6 % 0.1 % Tax return to provision adjustments 1.5 % ( 0.2 )% 0.0 % Other 0.1 % 0.6 % ( 0.9 )% Effective tax rate 28.1 % ( 39.8 )% 25.7 % |
Components of Deferred Income Tax Assets and (Liabilities) | The components of deferred tax assets (liabilities) were as follows (in thousands): January 28, 2023 January 29, 2022 Deferred tax assets Accrued expenses $ 5,155 $ 6,127 State net operating loss carryforward 713 2,514 Start-up costs 409 472 Debt issuance costs 895 1,044 Lease liabilities 40,921 45,724 Total deferred tax assets, gross 48,093 55,881 Less: Deferred tax valuation allowances ( 1,350 ) ( 2,657 ) Total deferred tax assets net of valuation allowances 46,743 53,224 Deferred tax liabilities Inventory ( 1,050 ) ( 900 ) Lease assets ( 30,958 ) ( 33,976 ) Fixed assets ( 5,939 ) ( 8,466 ) Intangible assets ( 18,336 ) ( 19,976 ) Prepaid expenses ( 519 ) ( 610 ) Total deferred tax liabilities ( 56,802 ) ( 63,928 ) Net deferred tax liabilities $ ( 10,059 ) $ ( 10,704 ) |
Summary of Changes in Unrecognized Income Tax Benefits | The following table summarizes the changes in the Company’s unrecognized income tax benefits for Fiscal Years 2022, 2021 and 2020 (in thousands): For the Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Balance at the beginning of the period $ 399 $ 336 $ — Increases based on tax positions related to the current period — — 336 Increases for tax positions related to prior periods 26 63 — Balance at the end of the period $ 425 $ 399 $ 336 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
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 for the Fiscal Years 2022, 2021 and 2020 (in thousands, except share and per share data): For the Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Numerator Net income (loss) attributable to common shareholders $ 42,175 $ ( 28,143 ) $ ( 139,404 ) Denominator Weighted average number of common shares outstanding 10,124,962 9,886,343 9,159,686 Assumed exercise of warrants 3,810,441 2,543,416 — Weighted average common shares, basic 13,935,403 12,429,759 9,159,686 Dilutive effect of stock options and restricted shares 349,632 — — Weighted average common shares, diluted 14,285,035 12,429,759 9,159,686 Net income (loss) per common share, basic 3.03 ( 2.26 ) ( 15.22 ) Net income (loss) per common share, diluted $ 2.95 $ ( 2.26 ) $ ( 15.22 ) |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Summary of RSAs and RSUs Award Activity | The following table summarizes the RSAs and RSUs award activity, inclusive of inducement awards for Fiscal Years 2022, 2021 and 2020: Number of Weighted- Unvested units outstanding at February 1, 2020 489,072 $ 12.74 Granted 168,421 2.75 Vested ( 188,764 ) 16.69 Forfeited ( 79,443 ) 16.94 Unvested units outstanding at January 30, 2021 389,286 13.81 Granted 479,527 10.38 Vested ( 136,187 ) 14.37 Forfeited ( 58,289 ) 13.86 Unvested units outstanding at January 29, 2022 674,337 11.27 Granted 254,587 15.33 Vested ( 231,971 ) 12.89 Forfeited ( 18,443 ) 15.08 Unvested units outstanding at January 28, 2023 678,510 $ 11.78 |
Summary of Stock Options Award Activity | The following table summarizes stock options award activity, inclusive of inducement awards for Fiscal Years 2022, 2021 and 2020: Number of Weighted- Weighted- Weighted- Aggregate- (1) (years) (thousands) Options outstanding at February 1, 2020 20,891 $ 30.16 $ 59.85 7.3 $ — Forfeited ( 1,990 ) 30.16 59.85 — — Options outstanding at January 30, 2021 18,901 $ 30.15 $ 59.85 6.3 $ — Forfeited ( 249 ) 30.16 59.85 — — Options outstanding at January 29, 2022 18,652 $ 30.15 $ 59.85 5.3 $ — Forfeited ( 3,742 ) 30.17 59.85 — — Options outstanding at January 28, 2023 14,910 $ 30.17 $ 59.85 4.3 $ — Options exercisable at January 28, 2023 14,910 $ 30.17 $ 59.85 4.3 $ — (1) The intrinsic value is the amount by which the market price at the end of the period of the underlying share of stock exceeds the exercise price of the stock option. |
General - Additional Informatio
General - Additional Information (Detail) | Jan. 28, 2023 Store |
Minimum [Member] | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of stores | 200 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |||
Jul. 31, 2021 USD ($) | Jan. 30, 2021 USD ($) | Jan. 28, 2023 USD ($) Segment Customer shares | Jan. 29, 2022 USD ($) shares | Jan. 30, 2021 USD ($) shares | |
Schedule Of Significant Accounting Policies [Line Items] | |||||
Number of reportable segments | Segment | 1 | ||||
Number of customers with more than 10% of revenues | Customer | 0 | ||||
Cash account balances exceed FDIC insured limits | $ 250,000 | ||||
Inventory reserve | 2,100,000 | $ 1,800,000 | |||
Catalog costs capitalized | $ 1,977,000 | $ 1,988,000 | |||
Dilutive securities outstanding | shares | 300,000 | 0 | 0 | ||
Cost of goods and services sold | $ 1,500,000 | ||||
(Loss) income of cost of goods and service sold after taxes | $ 1,100,000 | ||||
Net sales | $ 615,268,000 | $ 585,206,000 | $ 426,730,000 | ||
(Loss) income before provision for income taxes | 58,674,000 | (20,125,000) | (187,566,000) | ||
Net income (loss) | $ 42,175,000 | (28,143,000) | (139,404,000) | ||
Credit card arrangement extension, description | The Company has an arrangement with a third party to provide a private label credit card to its customers through August 2024, and will automatically renew thereafter for successive two year terms, unless either party provides a notice of intention to terminate. | ||||
Royalty payments recognized as revenue | $ 615,268,000 | 585,206,000 | 426,730,000 | ||
Employee benefit plan description of elective contributions | The Company contributes up to 50% of the first 6% of the gross salary of the employee, which vests over a five-year period. | ||||
Employee benefit plan contributions vesting period | 5 years | ||||
Discretionary contributions made by Company | $ 1,200,000 | 800,000 | 1,100,000 | ||
Allowance for doubtful accounts | 0 | 0 | |||
Revision of Prior Period, Error Correction, Adjustment [Member] | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Net sales | $ 4,900,000 | ||||
Costs of goods sold | 2,500,000 | ||||
(Loss) income before provision for income taxes | 2,400,000 | ||||
Net income (loss) | 1,700,000 | ||||
Royalty payments recognized as revenue | $ 4,900,000 | ||||
Royalty [Member] | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Net sales | 3,900,000 | 3,700,000 | 3,300,000 | ||
Royalty payments recognized as revenue | 3,900,000 | 3,700,000 | 3,300,000 | ||
Selling, General and Administrative Expenses [Member] | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Other advertising expense | 22,000,000 | 19,800,000 | 16,200,000 | ||
Selling, General and Administrative Expenses [Member] | Catalog [Member] | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Advertising expenses | 16,800,000 | 14,900,000 | 15,600,000 | ||
Operating Expenses [Member] | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Reimbursements for credit card marketing program | $ 1,600,000 | $ 1,300,000 | $ 900,000 | ||
Minimum [Member] | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Threshold period for third-party credit and debit transactions | 2 days | ||||
Maximum [Member] | |||||
Schedule Of Significant Accounting Policies [Line Items] | |||||
Threshold period for third-party credit and debit transactions | 5 days |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Supplemental Cash Flow Information (Detail) - USD ($) | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Supplemental cash flow information: | |||
Cash paid for interest | $ 11,722,000 | $ 14,012,000 | $ 14,207,000 |
Cash paid for taxes | 19,686,000 | 9,275,000 | 20,000 |
Cash received for income tax refunds | 10,257,000 | 17,930,000 | |
Lease assets obtained in exchange for new operating lease liabilities | 1,789 | ||
Noncash investing and financing activities: | |||
Reclass of warrant and derivative liabilities to equity (Note 8) | 72,981,000 | ||
Capital expenditures financed with the ending balance in accounts payable and accrued expenses | $ 386,000 | 83,000 | 157,000 |
Settlement of debt in exchange for shares (Note 10) | $ 5,211,000 | ||
Exchange of priming loans for term loans | 228,623,000 | ||
Noncash lender fees: | |||
Warrants issued for subordinated facility | 11,782,000 | ||
Equity and embedded derivative issued for priming loans | $ 3,388,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment Asset (Detail) | 12 Months Ended |
Jan. 28, 2023 | |
Furniture, Fixtures and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture, Fixtures and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Computer Software and Hardware [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Computer Software and Hardware [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | Shorter of estimated useful life or lease term |
Revenues - Schedule of Revenues
Revenues - Schedule of Revenues Disaggregated by Revenue Source (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | |||
Net sales | $ 615,268 | $ 585,206 | $ 426,730 |
Retail [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Net sales | 327,084 | 293,570 | 147,420 |
Direct [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Net sales | $ 288,184 | $ 291,636 | $ 279,310 |
Revenues - Schedule of Contract
Revenues - Schedule of Contract Liabilities (Detail) - USD ($) $ in Thousands | Jan. 28, 2023 | Jan. 29, 2022 |
Contract liabilities: | ||
Signing bonus | $ 82 | $ 224 |
Unredeemed gift cards | 7,131 | 7,410 |
Total contract liabilities | $ 7,213 | $ 7,634 |
Revenues - Additional Informati
Revenues - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Revenue recognized related to gift card redemptions and breakage | $ 10.5 | $ 10.6 | $ 8.9 |
Signing bonus | $ 0.1 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Jan. 28, 2023 | Jan. 29, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid rent | $ 1,997 | $ 2,662 |
Prepaid catalog costs | 1,977 | 1,988 |
Prepaid store supplies | 2,044 | 1,117 |
Prepaid software project costs | 1,315 | |
Returns reserve asset | 2,503 | 4,175 |
Income tax receivable | 361 | 10,342 |
Other prepaid expenses | 5,399 | 4,652 |
Other current assets | 547 | 520 |
Total prepaid expenses and other current assets | $ 16,143 | $ 25,456 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Jan. 30, 2021 | Oct. 31, 2020 | Aug. 01, 2020 | May 02, 2020 | Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Goodwill And Other Intangible Assets [Line Items] | |||||||
Goodwill | $ 59,697,000 | $ 59,697,000 | |||||
Accumulated goodwill impairment losses | 137,300,000 | ||||||
Impairment of goodwill | $ 0 | $ 0 | $ 0 | $ 17,900,000 | 0 | 0 | $ 17,900,000 |
Impairment of intangible assets | 0 | 0 | |||||
Amortization expense for intangible assets | $ 7,500,000 | $ 8,300,000 | $ 9,200,000 | ||||
Minimum [Member] | |||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||
Cash flow assumption period for analysis | 5 years | ||||||
Weighted average fair value of goodwill and intangible assets | 21.50% | ||||||
Royalty rate to estimate available returns | 0.25% | ||||||
Maximum [Member] | |||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||
Cash flow assumption period for analysis | 10 years | ||||||
Weighted average fair value of goodwill and intangible assets | 34% | ||||||
Royalty rate to estimate available returns | 4% | ||||||
Customer Relationships [Member] | |||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||
Impairment of intangible assets | 0 | 0 | 2,600,000 | ||||
Impairment of intangible assets, finite-lived | $ 0 | ||||||
Trade Name [Member] | |||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||
Impairment of intangible assets | $ 8,000,000 | $ 0 | $ 0 | $ 4,000,000 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 28, 2023 | Jan. 29, 2022 | |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Definite-lived Intangible Assets, Accumulated Amortization | $ 92,392 | $ 84,869 |
Definite-lived Intangible Assets, Accumulated Impairment | 26,720 | 26,720 |
Definite-lived Intangible Assets, Carrying Amount | 73,188 | 80,711 |
Total Intangible Assets, Gross | 192,300 | 192,300 |
Trade Name [Member] | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-lived, Gross | 58,100 | 58,100 |
Indefinite-lived, Accumulated Impairment | 24,100 | 24,100 |
Indefinite-lived, Accumulated Impairment | $ 34,000 | $ 34,000 |
Customer Relationships [Member] | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
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 | 92,392 | 84,869 |
Definite-lived Intangible Assets, Accumulated Impairment | 2,620 | 2,620 |
Definite-lived Intangible Assets, Carrying Amount | $ 39,188 | $ 46,711 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Summary of Estimated Useful Lives of Intangible Assets (Detail) - Customer Lists [Member] | 12 Months Ended |
Jan. 28, 2023 | |
Finite Lived Intangible Assets [Line Items] | |
Amortization Method | Pattern of economic benefit |
Minimum [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 9 years |
Maximum [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 16 years |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Summary of Estimated Amortization Expense (Detail) $ in Thousands | Jan. 28, 2023 USD ($) |
Fiscal Year Estimated Amortization Expense | |
2023 | $ 6,942 |
2024 | 5,231 |
2025 | 4,693 |
2026 | 4,556 |
2027 | 4,418 |
Thereafter | 13,348 |
Total | $ 39,188 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Jan. 28, 2023 | Jan. 29, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 207,625 | $ 206,447 |
Accumulated depreciation | (164,267) | (152,456) |
Property and equipment, excluding construction in progress | 43,358 | 53,991 |
Construction in progress | 10,139 | 3,338 |
Property and equipment, net | 53,497 | 57,329 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 100,571 | 102,205 |
Furniture, Fixtures and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 47,081 | 48,016 |
Computer Hardware and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 59,973 | $ 56,226 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) | 12 Months Ended | ||
Jan. 28, 2023 USD ($) Location | Jan. 29, 2022 USD ($) | Jan. 30, 2021 USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Capitalized software, subject to amortization on cost basis, included in property and equipment | $ 46,700,000 | $ 42,600,000 | |
Capitalized software, accumulated amortization | 38,400,000 | 32,700,000 | |
Internal use software costs capitalized | 8,600,000 | 4,100,000 | |
Impairment of long-lived assets | 1,413,000 | 0 | $ 33,777,000 |
Interest cost capitalized in connection with construction in progress | 100,000 | 100,000 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of long-lived assets | 10,800,000 | ||
Leasehold Improvements and Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of long-lived assets | $ 800,000 | ||
Number of Locations | Location | 5 | ||
Selling, General and Administrative Expenses [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total depreciation expense | $ 18,200,000 | $ 21,000,000 | $ 24,500,000 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 |
Payables and Accruals [Abstract] | ||||
Accrued payroll and benefits | $ 16,378 | $ 14,458 | ||
Accrued returns reserve | 6,702 | 11,003 | $ 10,676 | $ 12,822 |
Gift cards redeemable | 7,131 | 7,410 | ||
Accrued professional fees | 2,150 | 1,463 | ||
Taxes, other than income taxes | 2,532 | 2,475 | ||
Accrued occupancy | 1,115 | 530 | ||
Other accrued employee costs | 1,258 | 2,066 | ||
Other | 12,464 | 9,448 | ||
Total accrued expenses and other current liabilities | $ 49,730 | $ 48,853 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Schedule of Changes in Accrued Returns Reserve (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Payables and Accruals [Abstract] | |||
Accrued returns reserve, Beginning of Period | $ 11,003 | $ 10,676 | $ 12,822 |
Accrued returns reserve, Charged to Expenses | 123,812 | 113,671 | 81,588 |
Accrued returns reserve, Deductions | (128,113) | (113,344) | (83,734) |
Accrued returns reserve, End of Period | $ 6,702 | $ 11,003 | $ 10,676 |
Debt - Components of Outstandin
Debt - Components of Outstanding Long term debt (Detail) - USD ($) $ in Thousands | Jan. 28, 2023 | Jan. 29, 2022 |
Debt Instrument [Line Items] | ||
Outstanding Balance | $ 221,897 | $ 226,195 |
Original Issuer Discount | (786) | (1,366) |
Capitalized Fees & Expenses | (12,451) | (15,021) |
Balance Sheet | 208,660 | 209,808 |
Outstanding Balance, Current portion | (3,424) | (7,692) |
Balance Sheet, Current portion | (3,424) | (7,692) |
Outstanding Balance, Net long-term debt | 218,473 | 218,503 |
Capitalized Fees & Expenses, Net long-term debt | (12,451) | (15,021) |
Balance Sheet, Net long-term debt | 205,236 | 202,116 |
Existing Term Loan due 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 4,963 | |
Original Issuer Discount | (10) | |
Balance Sheet | 4,953 | |
Subordinated Term Loan Due 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 20,548 | 17,829 |
Capitalized Fees & Expenses | (10,829) | (12,224) |
Balance Sheet | 9,719 | 5,605 |
Secured Debt [Member] | Priming Term Loan Due 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding Balance | 201,349 | 203,403 |
Original Issuer Discount | (786) | (1,356) |
Capitalized Fees & Expenses | (1,622) | (2,797) |
Balance Sheet | $ 198,941 | $ 199,250 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | May 08, 2022 | Sep. 30, 2020 | |
Long-Term Debt, Unclassified [Abstract] | |||||
Interest expense | $ 17,700 | $ 15,700 | $ 15,500 | $ 55 | $ 2,500 |
Debt Issuance cost | $ 3,100 | $ 2,500 | $ 2,300 |
Debt - Existing Term Loan (Deta
Debt - Existing Term Loan (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
May 27, 2016 | Sep. 30, 2020 | Jan. 28, 2023 | May 08, 2022 | Jan. 29, 2022 | Jan. 30, 2021 | |
Debt Instrument [Line Items] | ||||||
Debt instrument, periodic payment maturity date | May 08, 2022 | |||||
Debt instrument modification percentage | 97.90% | |||||
Debt discount and issuance costs | $ 2,500 | $ 17,700 | $ 55 | $ 15,700 | $ 15,500 | |
Term Loan Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, periodic payment maturity date | May 08, 2015 | |||||
Amendment [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 40,000 | |||||
Maximum percentage offer to repurchase existing term loans | 100% | |||||
Existing Term Loan Offers Accepted Percentage | 97.90% |
Debt - Priming Loan (Detail)
Debt - Priming Loan (Detail) $ in Thousands | 12 Months Ended | ||||||
Aug. 30, 2021 USD ($) | Aug. 27, 2021 USD ($) | May 31, 2021 USD ($) shares | Nov. 04, 2020 | Jan. 28, 2023 USD ($) shares | Jan. 29, 2022 USD ($) | Jan. 30, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||
Debt instrument, periodic payment maturity date | May 08, 2022 | ||||||
Debt instrument, periodic payment, principal | $ 25,000 | ||||||
Stockholders' equity, reverse stock split | 1-for-5 reverse stock split | ||||||
Repayments of debt | $ 7,017 | $ 26,414 | $ 2,799 | ||||
Priming Term Loan Credit Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 4,900 | $ 201,300 | |||||
Existing Term Loan Offers Accepted Percentage | 97.90% | ||||||
Debt Issuance Cost | $ 1,200 | ||||||
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 maturity date | May 08, 2024 | ||||||
Debt instrument, minimum LIBOR | 1% | ||||||
Debt instrument, periodic payment, principal | $ 25,000 | ||||||
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, reduced to 4.5:1 at the end of Fiscal Year 2022, which further reduces over time, and (3) limits on capital expenditures of $20.0 million annually. As of January 28, 2023 and January 29, 2022, the Company was in compliance with all financial covenants in effect. | ||||||
Minimum liquidity covenant amount | $ 15,000 | ||||||
Net leverage ratio | 4.5 | 5 | |||||
Limits on capital spending | $ 20,000 | ||||||
Reduction to the percentage of fully diluted shares calculated | shares | 656,717 | ||||||
Stockholders' equity, reverse stock split | 1-for-5 reverse stock split | ||||||
Issuance of shares value | $ 5,200 | $ 2,000 | |||||
Repayments of debt | $ 4,900 | ||||||
Common shares issued to lenders | shares | 272,097 | ||||||
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). | ||||||
Warrants and derivative liabilities | $ 1,400 | ||||||
Priming Term Loan Credit Agreement [Member] | Other Expense [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument fair value adjustment | $ 2,800 | $ 1,000 | |||||
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] | Principal Paydown [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, periodic payment, principal | $ 25,000 |
Debt - Subordinated Facility (D
Debt - Subordinated Facility (Detail) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 USD ($) | Jan. 29, 2022 | Sep. 30, 2020 USD ($) | |
Debt Instrument [Line Items] | |||
Debt instrument, periodic payment maturity date | May 08, 2022 | ||
Subordinated Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 15,000 | ||
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, periodic payment maturity date | Nov. 08, 2024 | ||
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, reduced to 5.20:1 at the end of Fiscal Year 2022, which further 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 is being accreted over the term of the debt using the effective interest method. As of January 28, 2023 and January 29, 2022, the Company was in compliance with all covenants.On May 31, 2021, i | ||
Minimum liquidity covenant amount | $ 12,750 | ||
Net leverage ratio | 5.20 | 5.75 | |
Limits on capital spending | $ 23,000 | ||
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 ($) | 12 Months Ended | 93 Months Ended | |||
May 08, 2015 | Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | Jan. 28, 2023 | |
Debt Instrument [Line Items] | |||||
Debt Issuance cost | $ 3,100,000 | $ 2,500,000 | $ 2,300,000 | ||
ABL Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Total availability related to the facility | $ 40,000,000 | ||||
Debt instrument, initial maturity date | May 08, 2020 | ||||
Debt instrument extended maturity date | May 08, 2023 | ||||
Credit facility maximum borrowing, percentage of eligible credit card receivables | 90% | ||||
Credit facility maximum borrowing, percentage of eligible accounts receivables | 85% | ||||
Credit facility maximum borrowing, percentage lesser of eligible inventory | 100% | ||||
Credit facility maximum borrowing, percentage lesser of eligible net orderly liquidation value of inventory | 90% | ||||
Credit facility maximum borrowing, percentage lesser of eligible in-transit inventory | 100% | ||||
Credit facility maximum borrowing, percentage lesser of eligible net orderly liquidation value of in-transit inventory | 90% | ||||
Credit facility, frequency of payment and payment terms | the in-transit maximum amount (the in-transit maximum amount is not to exceed $9.5 million during the first and third calendar quarters and $7.0 million during the second and fourth calendar quarters) | ||||
Credit facility, interest rate description | Interest on each Term SOFR 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 Term SOFR and Base Rate loans, interest is payable periodically upon repayment, conversion or maturity, with interest periods ranging between 30 to 180 days at the election of the Company, or 12 months with the consent of all lenders. | ||||
Credit facility commitment fee, each calendar quarter historical excess availability is greater than 50% | 0.375% | ||||
Credit facility commitment fee, each calendar quarter historical excess availability is less than or equal 50% | 0.25% | ||||
Credit facility commitment fee, minimum each calendar quarter historical excess availability | 50% | ||||
Credit facility commitment fee, maximum each calendar quarter historical excess availability | 50% | ||||
Credit Facility drawn or outstanding | $ 0 | 0 | $ 0 | ||
Credit Facility available borrowing capacity | 30,000,000 | 22,600,000 | $ 30,000,000 | ||
Interest expense | 400,000 | $ 800,000 | |||
Debt Issuance cost | $ 0 | $ 0 | |||
ABL Facility [Member] | SOFR [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread rate | 1% | ||||
ABL Facility [Member] | SOFR [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread rate | 2.25% | ||||
ABL Facility [Member] | SOFR [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread rate | 2.50% | ||||
ABL Facility [Member] | Federal Funds Effective Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread rate | 0.50% | ||||
ABL Facility [Member] | Base Rate [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread rate | 1.25% | ||||
ABL Facility [Member] | Base Rate [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread rate | 1.50% | ||||
ABL Facility [Member] | 1st and 3rd Calendar Quarters [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit facility maximum in-transit periodic payments | $ 9,500,000 | ||||
Credit facility in-transit frequency of payments | quarters | ||||
ABL Facility [Member] | 2nd and 4th Calendar Quarters [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit facility maximum in-transit periodic payments | $ 7,000,000 | ||||
Credit facility in-transit frequency of payments | quarters | ||||
Asset Based Revolving Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument term | 5 years | ||||
Credit facility default interest surcharge | 2% | ||||
Asset Based Revolving Credit Agreement [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Coverage ratio | 1 |
Debt - Letters of Credit (Detai
Debt - Letters of Credit (Detail) - USD ($) | 12 Months Ended | |||
Aug. 30, 2021 | Aug. 27, 2021 | Jan. 28, 2023 | Jan. 29, 2022 | |
Debt Instrument [Line Items] | ||||
Credit facility maximum borrowing capacity | $ 10,000,000 | |||
Debt instrument, periodic payment, principal | $ 25,000,000 | |||
Cash from operations | 25,000,000 | |||
Subordinated Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Payment of PIK interest | 10,600,000 | |||
Priming Term Loan Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Payment of PIK interest | 52,300,000 | |||
Debt instrument, periodic payment, principal | $ 25,000,000 | |||
Letter of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit Facility drawn or outstanding | $ 7,000,000 | $ 4,500,000 | ||
Credit facility initial term | 1 year | |||
Letters of credit automatically annually renewal period | 1 year |
Debt - Schedule of Minimum Futu
Debt - Schedule of Minimum Future Principal Amounts Payable Under Outstanding Long-term Debt (Detail) $ in Thousands | Jan. 28, 2023 USD ($) |
Debt Instrument [Line Items] | |
2023 | $ 3,424 |
2024 | 212,925 |
Total | 216,349 |
Priming Term Loan Credit Agreement [Member] | |
Debt Instrument [Line Items] | |
2023 | 3,424 |
2024 | 197,925 |
Total | 201,349 |
Subordinated Term Loan [Member] | |
Debt Instrument [Line Items] | |
2024 | 15,000 |
Total | $ 15,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jan. 28, 2023 | Jan. 29, 2022 |
Carrying Value [Member] | ||
Financial instruments not carried at fair value: | ||
Total financial instruments not carried at fair value | $ 208,660 | $ 209,808 |
Carrying Value [Member] | Debt [Member] | ||
Financial instruments not carried at fair value: | ||
Total financial instruments not carried at fair value | 208,660 | 209,808 |
Level 2 [Member] | ||
Financial instruments not carried at fair value: | ||
Total financial instruments not carried at fair value | 223,616 | 203,485 |
Level 2 [Member] | Debt [Member] | ||
Financial instruments not carried at fair value: | ||
Total financial instruments not carried at fair value | $ 223,616 | $ 203,485 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 12 Months Ended |
Jan. 28, 2023 Supplier | |
Commitments And Contingencies [Line Items] | |
Other commitments, description | 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. |
Supplier One [Member] | |
Commitments And Contingencies [Line Items] | |
Number of suppliers | 1 |
Supplier Concentration Risk [Member] | Supplier One [Member] | Purchases [Member] | |
Commitments And Contingencies [Line Items] | |
Concentration risk, percentage | 10.60% |
Operating Leases - Additional I
Operating Leases - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Leases [Line Items] | |||
Lessee, operating lease, option to extend | Some retail leases include one or more options to renew, with renewal terms that can extend the lease term from one to fifteen years. The Company’s distribution center has renewal terms that can extend the lease term up to twenty years. | ||
Lessee, operating lease, existence of option to extend | true | ||
Tenant improvement incentive liability | $ 500,000 | $ 1,000,000 | |
Impairment of long-lived assets | 1,413,000 | 0 | $ 33,777,000 |
Common area maintenance expense | 13,100,000 | 14,600,000 | 14,200,000 |
Operating leases, cash paid for amounts included in the measurement of operating lease liabilities | 41,500,000 | 49,600,000 | |
Right-of-Use Asset [Member] | |||
Leases [Line Items] | |||
Impairment of long-lived assets | $ 0.6 | $ 0 | $ 23,000,000 |
Minimum [Member] | Retail Stores [Member] | |||
Leases [Line Items] | |||
Lessee, operating lease, option to extend lease term | 1 year | ||
Maximum [Member] | Retail Stores [Member] | |||
Leases [Line Items] | |||
Lessee, operating lease, option to extend lease term | 15 years | ||
Maximum [Member] | Distribution Center [Member] | |||
Leases [Line Items] | |||
Lessee, operating lease, option to extend lease term | 20 years |
Operating Leases - Components o
Operating Leases - Components of Lease Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Leases [Line Items] | |||
Total lease cost | $ 41,719 | $ 41,892 | $ 45,164 |
Selling, General and Administrative Expenses [Member] | |||
Leases [Line Items] | |||
Operating lease cost | 38,713 | 40,538 | 43,824 |
Variable lease cost | $ 3,006 | $ 1,354 | $ 1,340 |
Operating Leases - Schedule of
Operating Leases - Schedule of Lease Terms and Discount Rate (Detail) | Jan. 28, 2023 |
Leases [Abstract] | |
Weighted-average remaining lease term (in years), Operating leases | 5 years 3 months 18 days |
Weighted-average discount rate, Operating leases | 6.60% |
Operating Leases - Schedule o_2
Operating Leases - Schedule of Maturities of Lease Liabilities (Detail) $ in Thousands | Jan. 28, 2023 USD ($) | [1] |
Leases [Abstract] | ||
2023 | $ 40,177 | |
2024 | 39,914 | |
2025 | 32,090 | |
2026 | 27,879 | |
2027 | 17,527 | |
Thereafter | 31,020 | |
Subtotal | 188,607 | |
Less: Imputed interest | 30,979 | |
Present value of lease liabilities | $ 157,628 | |
[1] There were no operating leases with legally binding minimum lease payments for leases signed but for which the Company has not taken possession. |
Operating Leases - Schedule o_3
Operating Leases - Schedule of Maturities of Lease Liabilities (Parenthetical) (Detail) $ in Millions | 12 Months Ended |
Jan. 28, 2023 USD ($) | |
Leases [Abstract] | |
Minimum operating lease payments for leases signed but not taken possession | $ 0 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision (Benefit) for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Current | |||
U.S. Federal | $ 14,562 | $ 9,790 | $ (30,304) |
State and local | 2,582 | 1,359 | (659) |
Total current | 17,144 | 11,149 | (30,963) |
Deferred tax benefit | |||
U.S. Federal | (985) | (1,913) | (13,922) |
State and local | 340 | (1,218) | (3,277) |
Total deferred tax benefit | (645) | (3,131) | (17,199) |
Total income tax provision (benefit) | $ 16,499 | $ 8,018 | $ (48,162) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
U.S. Federal corporate income tax rate | 21% | 21% | 21% |
Valuation allowance, deferred tax assets | $ 1,350,000 | $ 2,657,000 | |
Decrease in valuation allowance | 1,300,000 | ||
Unrecognized Tax Benefits | 425,000 | 399,000 | $ 336,000 |
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | ||
Federal [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 0 | ||
Tax credit carryforwards | 0 | 0 | |
State [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 900,000 | ||
Valuation allowance, deferred tax assets | 1,400,000 | 2,700,000 | |
Tax credit carryforwards | $ 0 | $ 0 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Statutory Federal Income Tax Rate (Detail) | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory income tax rate | 21% | 21% | 21% |
State income taxes, net of federal tax effect | 6.10% | (14.70%) | 4.90% |
Fair market value of warrants and derivative | 0% | (59.90%) | 0% |
Disallowed officer compensation | 2.10% | (6.00%) | 0% |
Goodwill impairment | 0% | 0% | (2.00%) |
Net operating loss CARES ACT benefit | 0% | 0.30% | 5.70% |
Valuation allowance | (2.20%) | 14.10% | (2.90%) |
Equity-based compensation expense | (0.30%) | 4.40% | (0.20%) |
Charitable contributions | (0.20%) | 0.60% | 0.10% |
Tax return to provision adjustments | 1.50% | (0.20%) | 0% |
Other | 0.10% | 0.60% | (0.90%) |
Effective tax rate | 28.10% | (39.80%) | 25.70% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Tax Assets and (Liabilities) (Detail) - USD ($) $ in Thousands | Jan. 28, 2023 | Jan. 29, 2022 |
Deferred tax assets | ||
Accrued expenses | $ 5,155 | $ 6,127 |
State net operating loss carryforward | 713 | 2,514 |
Start-up costs | 409 | 472 |
Debt issuance costs | 895 | 1,044 |
Lease liabilities | 40,921 | 45,724 |
Total deferred tax assets, gross | 48,093 | 55,881 |
Less: Deferred tax valuation allowances | (1,350) | (2,657) |
Total deferred tax assets net of valuation allowances | 46,743 | 53,224 |
Deferred tax liabilities | ||
Inventory | (1,050) | (900) |
Lease assets | (30,958) | (33,976) |
Fixed assets | (5,939) | (8,466) |
Intangible assets | (18,336) | (19,976) |
Prepaid expenses | (519) | (610) |
Total deferred tax liabilities | (56,802) | (63,928) |
Net deferred tax liabilities | $ (10,059) | $ (10,704) |
Income Taxes - Summary of Chang
Income Taxes - Summary of Changes in Unrecognized Income Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Income Tax Disclosure [Abstract] | |||
Balance at the beginning of the period | $ 399 | $ 336 | |
Increases based on tax positions related to the current period | $ 336 | ||
Increases for tax positions related to prior periods | 26 | 63 | |
Balance at the end of the period | $ 425 | $ 399 | $ 336 |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Computation of Basic and Diluted Net Income (Loss) Per Common Share Attributable to Common Shareholders (Detail) - USD ($) | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Numerator | |||
Net income (loss) attributable to common shareholders | $ 42,175 | $ (28,143) | $ (139,404) |
Denominator | |||
Weighted average number of common shares outstanding | 10,124,962 | 9,886,343 | 9,159,686 |
Assumed exercise of warrants | 3,810,441 | 2,543,416 | |
Weighted average common shares, basic | 13,935,403 | 12,429,759 | 9,159,686 |
Dilutive effect of stock options and restricted shares | 349,632 | ||
Weighted average common shares, diluted | 14,285,035 | 12,429,759 | 9,159,686 |
Net income (loss) per common share, basic | $ 3.03 | $ (2.26) | $ (15.22) |
Net income (loss) per common share, diluted | $ 2.95 | $ (2.26) | $ (15.22) |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
May 31, 2021 | Nov. 04, 2020 | Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Antidilutive equity awards excluded from the computation of diluted earnings per share | 106,137 | 700,207 | 459,452 | ||
Stockholders' equity, reverse stock split | 1-for-5 reverse stock split | ||||
Effective date of reverse stock split | Nov. 09, 2020 | ||||
Warrants expiration date | Oct. 02, 2025 | ||||
Fair value adjustment of derivative | $ 2,775 | $ 1,005 | |||
Fair value adjustment of warrants - related party | 56,984 | $ 4,214 | |||
Priming Term Loan Credit Agreement [Member] | |||||
Stockholders' equity, reverse stock split | 1-for-5 reverse stock split | ||||
Common shares issued to lenders | 272,097 | ||||
Issuance of shares value | $ 5,200 | $ 2,000 | |||
Debt instrument, face amount | $ 4,900 | $ 201,300 | |||
Conversion of warrants into common share | 3,820,748 | ||||
Warrants exercise price | $ 186,000 | ||||
Fair value adjustment of derivative | 2,800 | ||||
Fair value adjustment of warrants - related party | $ 57,000 | ||||
Warrant liabilities | $ 78,200 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||||
Mar. 06, 2019 | Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 03, 2018 | Apr. 01, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Dividend declared (in dollars per share) | $ 5.75 | |||||
Cash dividend paid | $ 50.2 | |||||
Dividend declared, date | Mar. 06, 2019 | |||||
Dividend payable, date | Apr. 01, 2019 | |||||
Shareholders of record, date | Mar. 19, 2019 | |||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||||
Selling, General and Administrative Expenses [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Equity-based compensation expense | $ 3.5 | $ 2.6 | $ 2.1 | |||
Purchase Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common shares authorized and available for future issuance | 2,344 | 2,344 | 2,344 | |||
Maximum [Member] | Purchase Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common shares authorized and available for future issuance | 40,000 | |||||
Omnibus Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares available for grant | 434,741 | |||||
Common stock reserved for issuance | 1,293,453 | |||||
Topco [Member] | Incentive Equity Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares issued, restricted stock | 477,000 | |||||
Restricted Stock | Incentive Equity Plan | Employees [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 5 years | |||||
Restricted Stock | Omnibus Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of units forfeited | 0 | 0 | 661 | |||
Dividend declared (in dollars per share) | $ 5.75 | |||||
Restricted Stock Units (RSUs) | Omnibus Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 3 years | 4 years | 4 years | |||
Vesting percentage | 33.30% | 25% | 25% | |||
RSA and RSU [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of units forfeited | 18,443 | 58,289 | 79,443 | |||
Total unrecognized compensation expense | $ 5.2 | |||||
Total unrecognized compensation expense to be recognized, weighted average service period | 2 years 1 month 6 days | |||||
Weighted-average grant date fair value | $ 15.33 | $ 10.38 | $ 2.75 | |||
Total fair value of restricted stock vested | $ 3 | $ 1.9 | $ 3.2 | |||
Stock Options [Member] | Omnibus Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Total unrecognized compensation expense | $ 0 | |||||
Number of units, granted | 0 | 0 | 0 | |||
Stock Options [Member] | Omnibus Equity Incentive Plan | Maximum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Award expiration period | 10 years |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of RSAs and RSUs Award Activity (Detail) - RSA and RSU [Member] - $ / shares | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Units, Beginning Balance | 674,337 | 389,286 | 489,072 |
Number of Units, Granted | 254,587 | 479,527 | 168,421 |
Number of Units, Vested | (231,971) | (136,187) | (188,764) |
Number of Units, Forfeited | (18,443) | (58,289) | (79,443) |
Number of Units, Ending Balance | 678,510 | 674,337 | 389,286 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 11.27 | $ 13.81 | $ 12.74 |
Weighted Average Grant Date Fair Value, Granted | 15.33 | 10.38 | 2.75 |
Weighted Average Grant Date Fair Value, Vested | 12.89 | 14.37 | 16.69 |
Weighted Average Grant Date Fair Value, Forfeited | 15.08 | 13.86 | 16.94 |
Weighted Average Grant Date Fair Value, Ending Balance | $ 11.78 | $ 11.27 | $ 13.81 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Stock Options Award Activity (Detail) - $ / shares | 12 Months Ended | |||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Share-Based Payment Arrangement [Abstract] | ||||
Number of Options outstanding, Beginning Balance | 18,652 | 18,901 | 20,891 | |
Number of Options, Forfeited | (3,742) | (249) | (1,990) | |
Number of Options outstanding, Ending Balance | 14,910 | 18,652 | 18,901 | 20,891 |
Number of Options exercisable | 14,910 | |||
Weighted-Average Grant Date Fair Value, Options outstanding, begining Balance | $ 30.15 | $ 30.15 | $ 30.16 | |
Weighted-Average Grant Date Fair Value, Forfeited | 30.17 | 30.16 | 30.16 | |
Weighted-Average Grant Date Fair Value, Options outstanding, Ending Balance | 30.17 | 30.15 | 30.15 | $ 30.16 |
Weighted-Average Grant Date Fair Value, Options exercisable | 30.17 | |||
Weighted-Average Exercise Price, Options outstanding, Beginning Balance | 59.85 | 59.85 | 59.85 | |
Weighted-Average Exercise Price, Forfeited | 59.85 | 59.85 | 59.85 | |
Weighted-Average Exercise Price, Options outstanding, Ending Balance | 59.85 | $ 59.85 | $ 59.85 | $ 59.85 |
Weighted-Average Exercise Price, Options exercisable | $ 59.85 | |||
Weighted-Average Remaining Contractual Terms, Options outstanding | 4 years 3 months 18 days | 5 years 3 months 18 days | 6 years 3 months 18 days | 7 years 3 months 18 days |
Weighted-Average Remaining Contractual Terms, Options exercisable | 4 years 3 months 18 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Related Party Transaction [Line Items] | |||
Interest expense, net - related party | $ 4,114 | $ 2,029 | $ 534 |
Fair value adjustment of warrants - related party | 56,984 | 4,214 | |
TowerBrook Capital Partners L.P [Member] | |||
Related Party Transaction [Line Items] | |||
Interest expense, net - related party | $ 4,100 | 2,000 | |
Fair value adjustment of warrants - related party | $ 57,000 | ||
Professional Fees for advisors | $ 3,300 |
Barter Arrangement - Additional
Barter Arrangement - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Selling, General and Administrative Expenses [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Media credit recorded as expense | $ 0 | $ 0 | $ 1,900,000 |