jill-10q_20190504.htm

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

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

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

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

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

As of June 11, 2019, the registrant had 44,097,797 shares of common stock, $0.01 par value per share, outstanding.

	May 4, 2019		February 2, 2019
Assets
Current assets:
Cash	$	14,290	$	66,204
Accounts receivable		7,647		4,007
Inventories, net		85,369		77,349
Prepaid expenses and other current assets		28,102		27,734
Total current assets		135,408		175,294
Property and equipment, net		116,477		118,044
Intangible assets, net		133,361		136,177
Goodwill		197,026		197,026
Operating lease assets, net		221,262		—
Other assets		306		447
Total assets	$	803,840	$	626,988
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	55,102	$	55,012
Accrued expenses and other current liabilities		48,460		45,306
Current portion of long-term debt		2,799		2,799
Current portion of operating lease liabilities		32,677		—
Total current liabilities		139,038		103,117
Long-term debt, net of discount and current portion		237,120		237,464
Deferred income taxes		41,039		41,842
Operating lease liabilities, net of current portion		216,493		—
Other liabilities		2,150		30,770
Total liabilities		635,840		413,193
Commitments and contingencies (see Note 9)
Shareholders’ Equity
Common stock, par value $0.01 per share; 250,000,000 shares authorized; 44,097,797 and 43,672,418 shares issued and outstanding at May 4, 2019 and February 2, 2019, respectively		441		437
Additional paid-in capital		121,565		121,635
Accumulated earnings		45,994		91,723
Total shareholders’ equity		168,000		213,795
Total liabilities and shareholders’ equity	$	803,840	$	626,988

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

	For the Thirteen Weeks Ended
	May 4, 2019		May 5, 2018
Net sales	$	176,452	$	181,541
Costs of goods sold		60,196		61,200
Gross profit		116,256		120,341
Selling, general and administrative expenses		105,445		100,294
Operating income		10,811		20,047
Interest expense, net		5,007		4,817
Income before provision for income taxes		5,804		15,230
Provision for income taxes		1,438		3,972
Net income and total comprehensive income	$	4,366	$	11,258
Net income per common share attributable to common shareholders:
Basic	$	0.10	$	0.27
Diluted	$	0.10	$	0.26
Weighted average number of common shares outstanding:
Basic		43,327,519		42,216,331
Diluted		44,478,153		43,407,414

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

							Additional						Total
	Common Stock						Paid-in			Accumulated			Shareholders’
	Shares			Amount			Capital			Earnings			Equity
Balance, February 2, 2019		43,672,418			437			121,635			91,723			213,795
Adoption of ASU 2016-02 ⁽¹⁾		—			—			—			59			59
Special cash dividend ($1.15 per share)		—			—			—			(50,154	)		(50,154	)
Vesting of restricted stock units		734,474			7			(7	)		—			—
Shares withheld for net-share settlement of equity-based compensation		(239,117	)		(2	)		(1,266	)		—			(1,268	)
Forfeiture of restricted stock awards		(69,978	)		(1	)		1			—			—
Equity-based compensation		—			—			1,202			—			1,202
Net income		—			—			—			4,366			4,366
Balance, May 4, 2019		44,097,797		$	441		$	121,565		$	45,994		$	168,000

⁽¹⁾See Note 2 for additional detail regarding adoption of new accounting standards.

	Common Stock				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Capital		Earnings			Equity
Balance, February 3, 2018		43,752,790		437		117,393		61,486			179,316
Adoption of ASU 2014-09		—		—		—		(288	)		(288	)
Vesting of restricted stock units		6,410		1		—		—			1
Equity-based compensation		—		—		760		—			760
Net income		—		—		—		11,258			11,258
Balance, May 5, 2018		43,759,200	$	438	$	118,153	$	72,456		$	191,047

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

	For the Thirteen Weeks Ended
	May 4, 2019			May 5, 2018
Net income	$	4,366		$	11,258
Operating activities:
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		9,452			9,357
Loss on disposal of fixed assets		6			12
Noncash amortization of deferred financing and debt discount costs		410			396
Equity-based compensation		1,202			760
Deferred rent liability		(44	)		(46	)
Deferred income taxes		(804	)		(1,867	)
Changes in operating assets and liabilities:
Accounts receivable		(3,640	)		(4,355	)
Inventories		(8,020	)		3,088
Prepaid expenses and other current assets		(4,028	)		(1,465	)
Accounts payable		370			(20,481	)
Accrued expenses		4,315			8,271
Operating lease assets and liabilities		724			—
Other noncurrent assets and liabilities		(35	)		607
Net cash provided by operating activities		4,274			5,535
Investing activities:
Purchases of property and equipment		(4,068	)		(2,150	)
Net cash used in investing activities		(4,068	)		(2,150	)
Financing activities:
Repayments on long-term debt		(700	)		(700	)
Payments of withholding tax on net-share settlement of equity-based compensation plans		(1,266	)		—
Special dividend paid to shareholders		(50,154	)		—
Net cash used in financing activities		(52,120	)		(700	)
Net change in cash		(51,914	)		2,685
Cash:
Beginning of Period		66,204			25,978
End of Period	$	14,290		$	28,663

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

J.Jill, Inc., “J.Jill” or the “Company”, is a premier omnichannel retailer and nationally recognized women’s apparel brand committed to delighting customers with great wear-now product. The brand represents an easy, thoughtful and inspired style that reflects the confidence of remarkable women who live life with joy, passion and purpose. J.Jill offers a guiding customer experience through more than 280 stores nationwide and a robust E-commerce platform. J.Jill is headquartered outside Boston.

Our interim consolidated financial statements are unaudited. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted, in accordance with the rules of the Securities and Exchange Commission (the “SEC”). In the opinion of management, these interim consolidated financial statements contain all normal and recurring adjustments necessary to state fairly the financial position and results of operations of the Company. The consolidated balance sheet as of February 2, 2019 is derived from the audited consolidated balance sheet as of that date. The unaudited results of operations for the thirteen weeks ended May 4, 2019 are not necessarily indicative of future results or results to be expected for the full year ending February 1, 2020. You should read these statements in conjunction with our audited consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended February 2, 2019.

Significant changes to our accounting policies as a result of adopting Accounting Standards Update (“ASU”) 2016-02 – Leases (Topic 842) are discussed below in “Significant Accounting Policies Update” and Note 10.

In February 2016, the FASB issued ASU 2016-02 – Leases (Topic 842), which supersedes FASB Accounting Standards Codification (“ASC”) Topic 840 – Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. The standard was adopted using the modified retrospective approach as of February 3, 2019 with an immaterial cumulative adjustment to retained earnings. See “Significant Accounting Policies Update” and Note 10 for a discussion of our updated policies related to leases and disclosures related to the impact of this standard.

In July 2018, the FASB issued ASU 2018-09 – Codification Improvements, which facilitates amendments to a variety of topics to clarify, correct errors in, or make minor improvements to the accounting standards codification. The effective date of the standard is dependent on the facts and circumstances of each amendment. Some amendments do not require transition guidance and will be effective upon the issuance of this standard. The standard was adopted as of February 3, 2019, and it had no material impact on our consolidated financial statements and related disclosures.

In June 2018, the FASB issued ASU 2018-07 – Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The Company adopted the standard as of February 3, 2019, and it had no impact on our consolidated financial statements and related disclosures.

In November 2018, the FASB issued ASU 2018-18 – Collaborative Arrangements (Topic 808), which clarifies the interaction between Topic 808 and Topic 606, Revenue from Contracts with Customers. The provisions of ASU 2018-18 are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company will be required to adopt this standard in the first quarter of fiscal year 2020. This standard is not expected to have a material impact on our consolidated financial statements and related disclosures.

In September 2018, the FASB issued ASU 2018-15 – Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendment is intended to address aspects of the guidance issued in the amendments in ASU 2015-05 – Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. ASU 2018-15 intends to improve an entities ability to evaluate the accounting for fees paid by a customer in a cloud computing arrangement that is a service contract. The provisions of ASU 2018-15 are effective for fiscal years beginning after December 15, 2019. The Company plans to adopt these standards using a prospective approach and is evaluating the impact that adopting ASU 2018-15 will have on its consolidated financial statements and related disclosures.

The Company adopted ASU 2016-02- Leases (Topic 842) and related amendments, as of February 3, 2019, using the modified retrospective approach. The modified retrospective approach provides a method for recording existing leases at adoption with a cumulative adjustment to retained earnings. The Company elected the package of practical expedients which permits the Company to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any expired or existing leases as of the effective date.

The Company applied a portfolio approach to effectively account for the operating lease liabilities and operating lease assets; the Company does not have financing leases. The Company excludes leases with an initial term of 12 months or less from the application of Topic 842. The Company did not elect the hindsight practical expedient; therefore, upon adoption, the Company used the remaining lease term of the current lease, option or extension.

Adoption of the new standard resulted in the recording of operating lease assets and operating lease liabilities of $223.3 million and $250.5 million, respectively, on the Company’s consolidated balance sheet as of February 3, 2019. The difference between the approximate value of the operating lease assets and liabilities is attributable to deferred rent, deferred rent incentives, leasehold interests and prepaid rent. There was no material impact on the Company’s consolidated statement of operations and comprehensive income or consolidated statements cash flows. The Company’s comparative periods continue to be presented and disclosed in accordance with legacy guidance in Topic 840.

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 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 will use 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 Topic 842, for any new leases entered into, the Company will assess 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 statement 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 recognized those liabilities to be amortized within a year as a current liability and those greater than a year as a long-term liability. For purposes of recognizing these 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.

The Company sells its products directly to consumers and the Company earns royalties under its credit card agreement. The following table presents disaggregated revenues by source (in thousands):

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):

⁽¹⁾Included in accrued expenses and other current liabilities on the Company's consolidated balance sheet. The short term portion of the signing bonus is included in accrued expenses on the Company’s consolidated balance sheet.

For the thirteen weeks ended May 4, 2019 and May 5, 2018, the Company recognized approximately $3.4 million and $3.3 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 during the period.

The Company has a remaining performance obligation of $0.6 million for a signing bonus related to the private label credit card agreement. The Company will recognize revenue over the remaining life of the contract as follows (in thousands):

This disclosure does not include revenue related to performance obligations from unredeemed gift cards, as substantially all gift cards are redeemed in the first year of issuance.

The components of the Company’s outstanding Term Loan were as follows (in thousands):

The Company recorded income tax expense of $1.4 million during the thirteen weeks ended May 4, 2019, and $4.0 million during the thirteen weeks ended May 5, 2018. The effective tax rates were 24.8% in the thirteen weeks ended May 4, 2019, and 26.1% in the thirteen weeks ended May 5, 2018.

The effective tax rate for both the thirteen weeks ended May 4, 2019 and May 5, 2018 exceeds the federal statutory rate of 21.0% primarily due to §162(m) officer compensation limitation, stock compensation and state income taxes.

The following table summarizes the computation of basic and diluted net income per share attributable to common shareholders (in thousands, except share and per share data):

	For the Thirteen Weeks Ended
	May 4, 2019		May 5, 2018
Numerator
Net income attributable to common shareholders:	$	4,366	$	11,258
Denominator
Weighted average number of common shares outstanding, basic:		43,327,519		42,216,331
Dilutive effect of stock options and restricted shares:		1,150,634		1,191,083
Weighted average number of common shares outstanding, diluted:		44,478,153		43,407,414
Net income per common share attributable to common shareholders, basic:	$	0.10	$	0.27
Net income per common share attributable to common shareholders, diluted:	$	0.10	$	0.26

The weighted average common shares for the diluted earnings per share calculation exclude the impact of outstanding equity awards if the assumed proceeds per share of the award is in excess of the related fiscal period’s average price of the Company’s common stock. Such awards are excluded because they would have an antidilutive effect. There were 1,326,832 for the thirteen weeks ended May 4, 2019, and 1,122,820 for the thirteen weeks ended May 5, 2018, such awards excluded.

Equity-based compensation expense was $1.2 million for the thirteen weeks ended May 4, 2019, and $0.8 million for the thirteen weeks ended May 5, 2018.

On March 6, 2019, the Company’s Board of Directors declared a special cash dividend (the “Special Dividend”) of $1.15 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 Omnibus Equity Incentive Plan (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 restricted stock units (“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 Restricted Stock Awards (“RSAs”) received a forfeitable $1.15 per share dividend on unvested RSAs as of March 19, 2019.

For both the thirteen weeks ended May 4, 2019 and May 5, 2018, the Company incurred an immaterial amount of related party transactions.

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 business, financial condition, operating results or cash flows. 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.

As of May 4, 2019, 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.

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 May 4, 2019, the Company did not include options to renew in the operating lease assets and liabilities.

As described in Note 2, the Company adopted Topic 842 as of February 3, 2019. Under this guidance the Company did not record any deferred lease liabilities as of May 4, 2019. The Company maintained a tenant incentive liability of $1.3 million as of May 4, 2019, related to certain variable retail leases. Under legacy guidance, Topic 840, the Company recorded a deferred lease liability of $11.9 million and maintained a tenant improvement incentive liability of $19.1 million as of February 2, 2019.

For the thirteen weeks ended May 4, 2019, total common area maintenance expense was $3.5 million. For the thirteen weeks ended May 5, 2018, total rental expense was $11.9 million and common area maintenance expense was $3.6 million, exclusive of contingent rental expense recorded of $0.2 million.

The Company used an incremental borrowing rate on February 3, 2019, for operating leases that commenced prior to that date. The incremental borrowing rate is estimated based upon (1) the financial condition and credit rating of the Company and its peers, (2) the term of the lease, (3) the nature of the underlying asset, and (4) the relative economic environment.

For the thirteen weeks ended May 4, 2019, operating lease liabilities arising from obtaining operating lease assets was $5.5 million.

For the thirteen weeks ended May 4, 2019, the total cash paid for amounts included in the measurement of operating lease liabilities was $11.8 million.

Maturities of lease liabilities as of May 4, 2019 were as follows (in thousands):

⁽¹⁾Operating lease payments exclude $6.4 million of legally binding minimum lease payments for leases signed but for which the Company has not taken possession.

Under Topic 840, future minimum rental payments required under all non-cancellable operating lease obligations as of February 2, 2019 were as follows (in thousands):

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. The following discussion contains forward-looking statements that reflect our plans, estimates and assumptions. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause such differences are discussed in the sections of this Quarterly Report on Form 10-Q titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements”.

We operate on a 52- or 53-week fiscal year that ends on the Saturday that is closest to January 31. Each fiscal year generally is comprised of four 13-week fiscal quarters, although in the years with 53 weeks, the fourth quarter represents a 14-week period. The fiscal years ending February 1, 2020 (“Fiscal Year 2019”) and fiscal year ended February 2, 2019 (“Fiscal Year 2018”) are both comprised of 52 weeks.

J.Jill is a premier omnichannel retailer and nationally recognized women’s apparel brand committed to delighting customers with great wear-now product. The brand represents an easy, thoughtful and inspired style that reflects the confidence of remarkable women who live life with joy, passion and purpose. J.Jill offers a guiding customer experience through more than 280 stores nationwide and a robust E-commerce platform. J.Jill is headquartered outside Boston.

Various factors are expected to continue to affect our results of operations going forward, including the following:

Overall Economic Trends. Consumer purchases of clothing and other merchandise generally decline during recessionary periods and other periods when disposable income is adversely affected, and consequently our results of operations may be affected by general economic conditions. For example, reduced consumer confidence and lower availability and higher cost of consumer credit may reduce demand for our merchandise and may limit our ability to increase or sustain prices. The growth rate of the market could be affected by macroeconomic conditions in the United States.

Consumer Preferences and Fashion Trends. Our ability to maintain our appeal to existing customers and attract new customers depends on our ability to anticipate fashion trends. During periods in which we have successfully anticipated fashion trends, we have generally had more favorable results.

Competition. The retail industry is highly competitive and retailers compete based on a variety of factors, including design, quality, price and customer service. Levels of competition and the ability of our competitors to more accurately predict fashion trends and otherwise attract customers through competitive pricing or other factors may impact our results of operations.

Our Strategic Initiatives. The ongoing implementation of strategic initiatives will continue to have an impact on our results of operations. These initiatives include our E-commerce site, which was re-platformed in Fiscal Year 2017, and our recently launched initiative to upgrade and enhance our information systems. Although initiatives of this nature are designed to create growth in our business and continuing improvement in our operating results, the timing of expenditures related to these initiatives, as well as the achievement of returns on our investments, may affect our results of operation in future periods.

Pricing and Changes in Our Merchandise Mix. Our product offering changes from period to period, as do the prices at which goods are sold and the margins we are able to earn from the sales of those goods. The levels at which we are able to price our merchandise are influenced by a variety of factors, including the quality of our products, cost of production, prices at which our competitors are selling similar products and the willingness of our customers to pay for products.

Potential Changes in Tax Laws and/or Regulations. Changes in tax laws in any of the multiple jurisdictions in which we operate, or adverse outcomes from tax audits that we may be subject to in any of the jurisdictions in which we operate, could adversely affect our business, financial condition and operating results. Additionally, any potential changes with respect to tax and trade policies, tariffs and government regulations affecting trade between the U.S. and other countries could adversely affect our business, as we source the majority of our merchandise from manufacturers located outside of the U.S.

In assessing the performance of our business, we consider a variety of financial and operating metrics, including GAAP and non-GAAP measures, including the following:

Net sales consists primarily of revenues, net of merchandise returns and discounts, generated from the sale of apparel and accessory merchandise through our retail channel and direct channel. Net sales also include shipping and handling fees collected from customers and royalty revenues and marketing reimbursements related to our private label credit card agreement. 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.

Net sales are impacted by the size of our active customer base, product assortment and availability, marketing and promotional activities and the spending habits of our customers. Net sales are also impacted by the migration of single-channel customers to omnichannel customers who, on average, spend nearly three times more than single-channel customers.

Total company comparable sales includes net sales from our full-price stores that have been open for more than 52 weeks and from our direct channel. This measure highlights the performance of existing stores open during the period, while excluding the impact of new store openings and closures. When a store in the total company comparable store base is temporarily closed for remodeling or other reasons, it is included in total company comparable sales only using the full weeks it was open. Certain of our competitors and other retailers may calculate total company comparable sales differently than we do. As a result, the reporting of our total company comparable sales may not be comparable to sales data made available by other companies.

Number of stores reflects all stores open at the end of a reporting period. In connection with opening new stores, we incur pre-opening costs. Pre-opening costs include expenses incurred prior to opening a new store and primarily consist of payroll, travel, training, marketing, initial opening supplies and costs of transporting initial inventory and fixtures to store locations, as well as occupancy costs incurred from the time of possession of a store site to the opening of that store. These pre-opening costs are included in selling, general and administrative expenses and are generally incurred and expensed within 30 days of opening a new store.

Gross profit is equal to our net sales less costs of goods sold. Gross profit as a percentage of our net sales is referred to as gross margin. Costs of goods sold includes the direct costs of sold merchandise, inventory shrinkage, and adjustments and reserves for excess, aged and obsolete inventory. We review our inventory levels on an ongoing basis to identify slow-moving merchandise and use product markdowns to liquidate these products. Changes in the assortment of our products may also impact our gross profit. The timing and level of markdowns are driven by customer acceptance of our merchandise. Certain of our competitors and other retailers may report costs of goods sold differently than we do. As a result, the reporting of our gross profit and gross margin may not be comparable to other companies.

The primary drivers of the costs of goods sold are raw materials, which fluctuate based on certain factors beyond our control, including labor conditions, transportation or freight costs, energy prices, currency fluctuations and commodity prices. We place orders with merchandise suppliers in United States dollars and, as a result, are not exposed to significant foreign currency exchange risk.

Selling, general and administrative expenses include all operating costs not included in costs of goods sold. These expenses include all payroll and related expenses, occupancy costs, 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 shipping costs, customer service operations, consulting and software services, professional services and other administrative costs.

Our historical revenue growth has been accompanied by increased selling, general and administrative expenses. The most significant increases were in occupancy costs associated with retail store expansion, and in marketing and payroll investments.

Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA represents net income plus net interest expense, provision (benefit) for income taxes, depreciation and amortization, equity-based compensation expense, write-off of property and equipment, and other non-recurring expenses, primarily consisting of outside legal and professional fees associated with certain non-recurring transactions and events. We present Adjusted EBITDA on a consolidated basis because management uses it as a supplemental measure in assessing our operating performance, and we believe that it is helpful to investors, securities analysts and other interested parties as a measure of our comparative operating performance from period to period. We also use Adjusted EBITDA as one of the primary methods for planning and forecasting overall expected performance of our business and for evaluating on a quarterly and annual basis actual results against such expectations. Further, we recognize Adjusted EBITDA as a commonly used measure in determining business value and as such, use it internally to report results. Adjusted EBITDA margin represents, for any period, Adjusted EBITDA as a percentage of net sales.

While we believe that Adjusted EBITDA is useful in evaluating our business, Adjusted EBITDA is a non-GAAP financial measure that has limitations as an analytical tool. Adjusted EBITDA should not be considered an alternative to, or substitute for, net income (loss), which is calculated in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate Adjusted EBITDA differently or not at all, which reduces the usefulness of Adjusted EBITDA as a tool for comparison. We recommend that you review the reconciliation and calculation of Adjusted EBITDA and Adjusted EBITDA margin to net income, the most directly comparable GAAP financial measure, below and not rely solely on Adjusted EBITDA or any single financial measure to evaluate our business.

Reconciliation of Net Income to Adjusted EBITDA and Calculation of Adjusted EBITDA Margin

The following table provides a reconciliation of net income to Adjusted EBITDA and the calculation of Adjusted EBITDA margin for the periods presented.

	For the Thirteen Weeks Ended
(in thousands)	May 4, 2019			May 5, 2018
Statements of Operations Data:
Net income	$	4,366		$	11,258
Interest expense, net		5,007			4,817
Provision for income taxes		1,438			3,972
Depreciation and amortization		9,452			9,357
Equity-based compensation expense^(a)		1,202			760
Write-off of property and equipment ^(b)		6			12
Other non-recurring expenses ^(c)		—			1,346
Adjusted EBITDA	$	21,471		$	31,522
Net sales	$	176,452		$	181,541
Adjusted EBITDA margin		12.2	%		17.4	%

The following table summarizes our consolidated results of operations for the periods indicated:

	For the Thirteen Weeks Ended										Change from the Thirteen Weeks Ended May 5, 2018 to the Thirteen Weeks
	May 4, 2019					May 5, 2018					Ended May 4, 2019
(in thousands)	Dollars		% of Net Sales			Dollars		% of Net Sales			$ Change			% Change
Net sales	$	176,452		100.0	%	$	181,541		100.0	%	$	(5,089	)		(2.8	)%
Costs of goods sold		60,196		34.1	%		61,200		33.7	%		(1,004	)		(1.6	)%
Gross profit		116,256		65.9	%		120,341		66.3	%		(4,085	)		(3.4	)%
Selling, general and administrative expenses		105,445		59.8	%		100,294		55.2	%		5,151			5.1	%
Operating income		10,811		6.1	%		20,047		11.0	%		(9,236	)		(46.1	)%
Interest expense, net		5,007		2.8	%		4,817		2.7	%		190			3.9	%
Income before provision for income taxes		5,804		3.3	%		15,230		8.4	%		(9,426	)		(61.9	)%
Provision for income taxes		1,438		0.8	%		3,972		2.2	%		(2,534	)		(63.8	)%
Net income	$	4,366		2.5	%	$	11,258		6.2	%	$	(6,892	)		(61.2	)%

Net sales for the thirteen weeks ended May 4, 2019 decreased $5.1 million, or 2.8%, to $176.5 from $181.5 million for the thirteen weeks ended May 5, 2018. At the end of those same periods, we operated 283 and 273 retail stores, respectively. The decrease in total net sales versus the prior year was driven by a reduced response to our new product offerings. Our net sales in future periods may continue to be adversely affected by reduced response to our product offerings.

Our retail channel contributed 58.1% of our net sales in the thirteen weeks ended May 4, 2019 and 59.5% in the thirteen weeks ended May 5, 2018. Our direct channel contributed 41.9% of our net sales in the thirteen weeks ended May 4, 2019 and 40.5% in the thirteen weeks ended May 5, 2018.

Gross profit for the thirteen weeks ended May 4, 2019 decreased $4.1 million, or 3.4%, to $116.3 from $120.3 million for the thirteen weeks ended May 5, 2018. The gross margin for the thirteen weeks ended May 4, 2019 was 65.9% compared to 66.3% for the thirteen weeks ended May 5, 2018, reflecting a higher level of promotions in the quarter. We anticipate that we will continue to have higher levels of promotions in future periods impacted by higher levels of inventory at May 4, 2019, which will continue to adversely affect our gross profit and gross margin in future periods.

Selling, general and administrative expenses for the thirteen weeks ended May 4, 2019 increased $5.2 million, or 5.1%, to $105.4 from $100.3 million for the thirteen weeks ended May 5, 2018. The increase was driven by a $3.2 million impact related to technology investments being made in the business. Additionally, there was increased spending of $1.5 million for sales related expenses, mainly shipping and handling, $1.0 million increase in marketing spend and $0.4 million in stock based compensation. This was partially offset by a decrease of $1.3 million of non-recurring expenses that occurred last year as a result of a CEO transition.

As a percentage of net sales, selling, general and administrative expenses were 59.8% for the thirteen weeks ended May 4, 2019 compared to 55.2% for the thirteen weeks ended May 5, 2018.

Interest expense, net, consists of interest expense on the Term Loan, partially offset by interest earned on cash. Interest expense for the thirteen weeks ended May 4, 2019 increased $0.2 million, or 3.9%, to $5.0 million from $4.8 million for the thirteen weeks ended May 5, 2018. The increase was driven by higher interest rates.

The provision for income taxes was $1.4 million for the thirteen weeks ended May 4, 2019 compared to $4.0 million for the thirteen weeks ended May 5, 2018. Our effective tax rates for the same periods were 24.8% and 26.1%, respectively.

Our primary sources of liquidity and capital resources are cash generated from operating activities and availability under our ABL credit agreement, dated as of May 8, 2015, by and among Jill Holdings LLC, Jill Acquisition LLC, certain subsidiaries from time to time party thereto, the lenders party thereto and CIT Finance LLC as the administrative agent and collateral agent, as amended on May 27, 2016 by Amendment No. 1 thereto (the “ABL Facility”). Our primary requirements for liquidity and capital are working capital and general corporate needs, including merchandise inventories, marketing, including catalog production and distribution, payroll, store occupancy costs and capital expenditures associated with opening new stores, remodeling existing stores and upgrading information systems and the costs of operating as a public company. We believe that our current sources of liquidity and capital will be sufficient to finance our continued operations for at least the next 12 months. There can be no assurance, however, that our business will generate sufficient cash flows from operations or that future borrowings will be available under our ABL Facility or otherwise to enable us to service our indebtedness, or to make capital expenditures in the future. Our future operating performance and our ability to service or extend our indebtedness will be subject to future economic conditions and to financial, business, and other factors, many of which are beyond our control.

Capital expenditures were $4.1 million for the thirteen weeks ended May 4, 2019 compared to $2.2 million for the thirteen weeks ended May 5, 2018. The increase in capital expenditures in Fiscal Year 2019 was due primarily to an increase in spending on stores investments and technology projects.

Net cash provided by operating activities during the thirteen weeks ended May 4, 2019 was $4.3 million. Key elements of cash provided by operating activities were (i) net income of $4.4 million, (ii) adjustments to reconcile net income to net cash provided by operating activities of $10.2 million, primarily driven by standard depreciation and amortization, equity-based compensation and noncash amortization of deferred financing and debt discount costs, partially offset by deferred income taxes, and (iii) an increase in net operating assets and liabilities of $10.3 million, primarily driven by higher inventory levels, prepaid expenses and other current assets as well as accounts receivable, partially offset by accrued expenses and operating lease assets and liabilities.

Net cash provided by operating activities during the thirteen weeks ended May 5, 2018 was $5.5 million. Key elements of cash provided by operating activities were (i) net income of $11.3 million, and (ii) adjustments to reconcile net income to net cash provided by operating activities of $8.6 million, primarily driven by depreciation and amortization and equity based compensation, partially offset by deferred income taxes, and (iii) an increase in net operating assets and liabilities of $14.3 million, primarily driven by cash uses in accounts payable, accounts receivable and prepaid expenses and other current assets, offset by cash provided by accrued expenses and lower inventories.

Net cash used in investing activities during the thirteen weeks ended May 4, 2019 was $4.1 million, representing purchases of property and equipment related investments in stores and information systems.

Net cash used in investing activities during the thirteen weeks ended May 5, 2018 was $2.2 million, representing purchases of property and equipment related investments in stores and information systems.

Net cash used in financing activities during the thirteen weeks ended May 4, 2019 was $52.1 million, which was driven primarily from the special dividend paid to shareholders.

Net cash used in financing activities during the thirteen weeks ended May 5, 2018 was $0.7 million, which was the scheduled repayment of our Term Loan.

On April 1, 2019 the Company paid a special cash dividend of $50.2 million to the shareholders of J.Jill, Inc.

The payment of cash dividends in the future, if any, will be at the discretion of our board of directors and will depend upon such factors as earnings levels, capital requirements, restrictions imposed by applicable law, our overall financial condition, restrictions in our debt agreements, including our Term Loan and ABL Facility, and any other factors deemed relevant by our board of directors. As a holding company, our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries, which may further restrict our ability to pay dividends as a result of restrictions on their ability to pay dividends to us under our Term Loan, our ABL Facility and under future indebtedness that we or they may incur.

At May 4, 2019 and February 2, 2019 there were no loan amounts outstanding under the ABL Facility. At both May 4, 2019 and February 2, 2019 the Company had outstanding letters of credit in the amounts of $1.8 million and had a maximum additional borrowing capacity of $38.2 million.

The Company’s contractual obligations consist primarily of long-term debt obligations, interest payments, operating leases and purchase orders for merchandise inventory. These contractual obligations impact the Company’s short-term and long-term liquidity and capital resource needs. During the thirteen weeks ended May 4, 2019, there were no material changes in the contractual obligations as of February 2, 2019.

We are 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 we are presently party to any legal proceedings the resolution of which management believes would have a material adverse effect on our business, financial condition, operating results or cash flows. We establish reserves for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable.

The most significant accounting estimates involve a high degree of judgment or complexity. Management believes the estimates and judgments most critical to the preparation of our consolidated financial statements and to the understanding of our reported financial results include those made in connection with revenue recognition, including accounting for gift card breakage and estimated merchandise returns; estimating the value of inventory; impairment assessments for goodwill and other indefinite-lived intangible assets, and long-lived assets; and estimating equity-based compensation expense. Management evaluates its policies and assumptions on an ongoing basis.

In the thirteen weeks ended May 4, 2019, the Company did not identify any events or circumstances that indicated the fair value of a reporting unit was less than its carrying value. Due to the recent decline in stock price, the Company plans to evaluate goodwill and intangible assets in the second fiscal quarter of Fiscal Year 2019.

Our significant accounting policies related to these accounts in the preparation of our consolidated financial statements are described under the heading “Management Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Significant Estimates” in our Annual Report on Form 10-K for the fiscal year ended February 2, 2019. As of the date of this filing, there were no significant changes to any of the critical accounting policies and estimates previously described in our Annual Report on Form 10-K, except for the effects of the adoption of ASC Topic 842 – Leases. Refer to Note 2 to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q, under header, “Significant Accounting Policies Update” for the effects and disclosures of adoption.

Refer to Note 2 to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q, for recently adopted accounting standards, including the dates of adoption and estimated effects on our results of operations, financial position or cash flows.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements.

These forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. All written and oral forward-looking statements made in connection with this

Quarterly Report on Form 10-Q that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by the Risk Factors set forth in our Annual Report on Form 10-K for the year ended February 2, 2019 and other cautionary statements included therein and herein.

These forward-looking statements reflect our views with respect to future events as of the date of this Quarterly Report on Form 10-Q and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this Quarterly Report on Form 10-Q and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and developments will cause our views to change. We qualify all of our forward-looking statements by these cautionary statements.

We are subject to interest rate risk in connection with borrowings under the Term Loan and ABL Facility, which bear interest at variable rates equal to LIBOR plus a margin as defined in the respective agreements described above. As of May 4, 2019, there was no outstanding balance under the ABL Facility, and $1.8 million letters of credit outstanding. The undrawn borrowing availability under the ABL Facility was $38.2 million and the amount outstanding under the Term Loan had decreased to $244.7 million as a result of the scheduled repayments. We currently do not engage in any interest rate hedging activity. Based on the interest rate on the ABL Facility at May 4, 2019, and the schedule of outstanding borrowings under our Term Loan, a 10% change in our current interest rate would affect net income by $1.4 million during Fiscal Year 2019.

Our results of operations and financial condition are presented based on historical cost. While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe the effects of inflation, if any, on our results of operations and financial condition have been immaterial. We cannot assure you our business will not be affected in the future by inflation.

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form-10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of the end of the period covered by this Quarterly Report on Form-10-Q, our disclosure controls and procedures were effective to provide such reasonable assurance.

There were no significant changes in our internal control over financial reporting, (as defined in Rules 13a-15(e) and 15d-15(e) under the Act) during the fiscal quarter ended May 4, 2019, except for the implementation of new internal controls to ensure the Company properly accounted for the adoption of ASC Topic 842 – Leases in its consolidated financial statements.

In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and our management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Factors that could cause our actual results to differ materially from those in this report are described under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 2, 2019. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K. However, additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations and we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

The exhibits listed on the Exhibit Index are filed or furnished as part of this Quarterly Report on Form 10-Q.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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

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


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

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets (Unaudited)	2
	Consolidated Statements of Operations and Comprehensive Income (Unaudited)	3
	Consolidated Statement of Shareholders’ Equity (Unaudited)	4
	Consolidated Statements of Cash Flows (Unaudited)	5
	Notes to Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	20
Exhibit Index		21
Signatures		22

	May 4, 2019		February 2, 2019
Contract liabilities:
Signing bonus	$	612	$	647
Unredeemed gift cards		5,798		7,081
Total contract liabilities⁽¹⁾	$	6,410	$	7,728

	Fiscal Year 2019				Fiscal Year 2020				Thereafter
Signing bonus	$	106			$	141			$	365

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

	May 4, 2019			February 2, 2019
Term Loan	$	244,678		$	245,378
Discount on debt and debt issuance costs		(4,759	)		(5,115	)
Less: Current portion		(2,799	)		(2,799	)
Net long-term debt	$	237,120		$	237,464

Lease Cost	Classification	For the Thirteen Weeks Ended May 4, 2019
Operating lease cost	SG&A Expenses	$	11,552
Variable lease cost	SG&A Expenses		766
Total lease cost		$	12,318

Lease Term and Discount Rate	May 4, 2019
Weighted-average remaining lease term (in years)
Operating leases		7.4
Weighted-average discount rate
Operating leases		6.6	%


Fiscal Year	Operating Leases⁽¹⁾
2019	$	37,232
2020		46,961
2021		44,484
2022		39,996
2023		36,989
Thereafter		114,091
Less: Imputed interest		70,583
Present value of lease liabilities	$	249,170

Fiscal Year
2019	$	49,399
2020		46,512
2021		43,872
2022		39,369
2023		36,459
Thereafter		110,376
Total	$	325,987

Exhibit Number		Description
10.1		Offer Letter, dated as of April 12, 2019, by and between Mark Webb and J.Jill, Inc.

10.2		Restricted Stock Unit Award Agreement, dated as of May 1, 2019, by and between Mark Webb and J.Jill, Inc.

31.1		Certification of Principal Executive Officer required by Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer required by Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

	J.Jill, Inc.

Date: June 11, 2019	By:	/s/ Linda Heasley
		Linda Heasley
		President, Chief Executive Officer and Director

Date: June 11, 2019	By:	/s/ Mark Webb
		Mark Webb
		Executive Vice President and Chief Financial Officer