JILL J Jill Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 4, 2024

 

J.JILL, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware	001-38026	45-1459825
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4 Batterymarch Park

Quincy, MA 02169

(Address of Principal Executive Offices) (Zip Code)

(617) 376-4300

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

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Item 2.02 Results of Operations and Financial Conditions.

On September 4, 2024, J.Jill, Inc. issued a press release to announce its financial results for the second quarter ended August 3, 2024. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

The information in this report (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated September 4, 2024, announcing financial results for the fiscal quarter ended August 3, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURE

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, hereunto duly authorized.

Dated: September 4, 2024

	J.JILL, INC.
	By:	/s/ Mark Webb
	Name:	Mark Webb
	Title:	Executive Vice President, Chief Financial and Operating Officer

 

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J.JILL, INC. ANNOUNCES SECOND QUARTER 2024 RESULTS

Q2 FY24 Net Sales of $155.2 Million, Total Company Comparable Sales Up 1.7% vs. Q2 FY23

Q2 FY24 Gross Margin of 70.5%

Q2 FY24 Operating Income of $23.0 Million; Operating Income Margin of 14.8%

 

Quincy, MA – September 4, 2024 – J.Jill, Inc. (NYSE:JILL) today announced financial results for the second quarter of fiscal year 2024.

 

Claire Spofford, President and Chief Executive Officer of J.Jill, Inc. stated, “We delivered solid second quarter results driven by a strong start to the quarter and ongoing disciplined execution of our operating model amidst a dynamic consumer environment. While we have seen changes in consumer behavior during the summer months which has extended into the start of the third quarter and reflected in our updated guidance, we are continuing to operate the business with great discipline and continue to realize healthy margin performance and deliver significant cash flow generation. We remain focused on delivering against our long-term objectives as we continue to advance our strategic initiatives focused on increasing brand awareness, strengthening our omni-channel capabilities and enhancing the overall customer experience which we believe will position J.Jill for long-term sustainable growth.”

 

For the second quarter ended August 3, 2024:

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For the twenty-six weeks ended August 3, 2024:

 

Balance Sheet Highlights

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*Non-GAAP financial measures. Please see “Non-GAAP Financial Measures” and “Reconciliation of GAAP Net Income to Adjusted EBITDA,” “Reconciliation of GAAP Operating Income to Adjusted Income from Operations,” “Reconciliation of GAAP Net Income to Adjusted Net Income,” and “Reconciliation of GAAP Cash from Operations to Free Cash Flow” for more information.

Subsequent Events

On August 20, 2024, the Company issued 3,317,488 shares of common stock following the exercise of 3,318,443 warrants. The exercise price of the warrants was net share settled as specified in the Warrant Agreement. As a result of this transaction, the number of shares outstanding increased to 15,084,356 and the number of warrants outstanding decreased to 255,265. As the exercise of the warrants is near certain due to its non-substantive exercise price in relation to the fair value of the common shares issuable upon exercise, the exercise of these warrants has no impact on net income per common share, both basic and diluted.

On August 28, 2024, the Board of Directors declared quarterly cash dividend of $0.07 per share of the Company’s common stock. The dividend is payable on October 2, 2024, to stockholders of record as of September 18, 2024. The Company intends to pay dividends quarterly in the future, subject to market conditions and approval by the Board of Directors.

 

Outlook

For the third quarter of fiscal 2024, the Company expects net sales to be down 1% to up 2% compared to the third quarter of fiscal 2023. The Company also expects Adjusted EBITDA to be in the range of $23.0 million to $27.0 million.

For fiscal 2024, the Company is lowering its guidance and now expects net sales to be about flat to up 1% compared to fiscal 2023, and for Adjusted EBITDA to decline in the range of 4% to 9% compared to fiscal 2023. This guidance reflects the negative impact from the loss of the 53rd week in fiscal 2023 of $7.9 million in net sales and $2.2 million in Adjusted EBITDA as well as investments to support profitable sales growth, including approximately $2 million in operating expenses related to the Company’s Order Management System (“OMS”) project.

Excluding the impact of the 53rd week as well as the operating expense investment in the OMS project, the Company expects fiscal 2024 net sales to grow in the range of 2% to 3% and Adjusted EBITDA to decline in the range of 1% to 6% compared to the prior year.

The Company continues to expect net store count growth of up to 5 stores to end fiscal 2024. The Company now expects total capital expenditures of approximately $22.0 million, which reflects the treatment of cloud based software implementation costs as pre-paid expense.

Conference Call Information

A conference call to discuss second quarter 2024 results is scheduled for today, September 4, 2024, at 8:00 a.m. Eastern Time. Those interested in participating in the call are invited to dial (888) 596-4144 or (646) 968-2525 if calling internationally. Please dial in approximately 10 minutes prior to the start of the call and reference Conference ID 7311773 when prompted. A live audio webcast of the conference call will be available online at http://investors.jjill.com/Investors-Relations/News-Events/events.

A taped replay of the conference call will be available approximately two hours following the call and can be accessed both online and by dialing (800) 770-2030 or (609) 800-9909. The pin number to access the telephone replay is 7311773. The telephone replay will be available until September 11, 2024.

About J.Jill, Inc.

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

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over 200 stores nationwide and a robust ecommerce platform. J.Jill is headquartered outside Boston. For more information, please visit www.jjill.com or http://investors.jjill.com. The information included on our websites is not incorporated by reference herein.

Non-GAAP Financial Measures

To supplement our unaudited consolidated financial statements presented in accordance with generally accepted accounting principles (“GAAP”), we use the following non-GAAP measures of financial performance:

While we believe that Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Income from Operations, Adjusted Net Income, Adjusted Diluted EPS and Free Cash Flow are useful in evaluating our business, they are non-GAAP financial measures that have limitations as analytical tools. These non-GAAP measures should not be considered alternatives to, or substitutes for, Net Income, Income from Operations, Net Income per Diluted Share or Cash from Operations, which are calculated in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate these non-GAAP measures differently or not at all, which reduces the usefulness of such non-GAAP financial measures as tools for comparison. We recommend that you review the reconciliation and calculation of Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Income from Operations, Adjusted Net Income, Adjusted Diluted EPS and Free Cash Flow to Net Income, Income from Operations, Net Income per Diluted Share and Cash from Operations, respectively, the most directly comparable GAAP financial measures, under “Reconciliation of GAAP Net Income to Adjusted EBITDA”, “Reconciliation of GAAP Operating Income to Adjusted Income from Operations”, “Reconciliation of GAAP Net Income to Adjusted Net Income” and “Reconciliation of Cash from Operations to Free Cash Flows” and not rely solely on Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Income from Operations, Adjusted Net Income, Adjusted Net Income per Diluted Share, Free Cash Flow or any single financial measure to evaluate our business.

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Forward-Looking Statements

This press release contains, and oral statements made from time to time by our representatives may contain, “forward-looking statements.” All statements other than statements of historical facts contained in this press release, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, expected market growth and any activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements. Such statements are often identified by words such as “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “projects,” “goal,” “target” (although not all forward-looking statements contain these identifying words) and similar references to future periods, or by the inclusion of forecasts or projections. Forward-looking statements are based on our current expectations and assumptions regarding capital market conditions, our business, the economy and other future conditions and are not guarantees of future performance. Because forward-looking statements relate to the future, by their nature, they are inherently subject to a number of risks, uncertainties, potentially inaccurate assumptions and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in any forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions, including risks regarding: (1) our sensitivity to changes in economic conditions and discretionary consumer spending; (2) the material adverse impact of pandemics or other health crises on our operations, business and financial results; (3) our ability to anticipate and respond to changing customer preferences, shifts in fashion and industry trends in a timely manner; (4) our ability to maintain our brand image, engage new and existing customers and gain market share; (5) the impact of operating in a highly competitive industry with increased competition; (6) our ability to successfully optimize our omnichannel operations, including our ability to enhance our marketing efforts and successfully realize the benefits from our investments in new technology, for example our recently implemented point-of-sale system and the forthcoming upgrade to our order management system; (7) our ability to use effective marketing strategies and increase existing and new customer traffic; (8) any interruptions in our foreign sourcing operations and the relationships with our suppliers and agents; (9) any increases in the demand for, or the price of, raw materials used to manufacture our merchandise and other fluctuations in sourcing and distribution costs; (10) any material damage or interruptions to our information systems; (11) our ability to protect our trademarks and other intellectual property rights; (12) our indebtedness restricting our operational and financial flexibility; (13) our ability to manage our inventory levels, size assortments and merchandise mix; (14) the fact that we are no longer a controlled company; and (15) other factors that may be described in our filings with the Securities and Exchange Commission (the “SEC”), including the factors set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 3, 2024. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. We caution investors, potential investors and others not to place considerable reliance on the forward-looking statements in this press release and in the oral statements made by our representatives. Any such forward-looking statement speaks only as of the date on which it is made. J.Jill undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

(Tables Follow)

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J.Jill, Inc.

Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

(Amounts in thousands, except share and per share data)

		For the Thirteen Weeks Ended
		August 3, 2024				July 29, 2023
Net sales (a)		$	155,242			$	156,631
Costs of goods sold (exclusive of depreciation and amortization)			45,848				44,260
Gross profit			109,394				112,371
Selling, general and administrative expenses (a)			86,314				84,282
Impairment of long-lived assets			58				45
Operating income			23,022				28,044
Loss on extinguishment of debt			8,570				—
Interest expense (b)			3,724				6,630
Interest income (b)			538				473
Income before provision for income taxes			11,266				21,887
Income tax provision			3,075				6,665
Net income and total comprehensive income		$	8,191			$	15,222
Net income per common share:
Basic		$	0.55			$	1.08
Diluted		$	0.54			$	1.06
Weighted average common shares:
Basic			14,906,662				14,158,837
Diluted			15,098,301				14,367,751
Cash dividends declared per common share		$	0.07				—

 

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J.Jill, Inc.

Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

(Amounts in thousands, except share and per share data)

		For the Twenty-Six Weeks Ended
		August 3, 2024				July 29, 2023
Net sales (a)		$	316,755			$	306,877
Costs of goods sold (exclusive of depreciation and amortization)			89,624				86,140
Gross profit			227,131				220,737
Selling, general and administrative expenses (a)			175,426				167,254
Impairment of long-lived assets			311				45
Operating income			51,394				53,438
Loss on extinguishment of debt			8,570				—
Loss on debt refinancing			—				12,702
Interest expense (b)			10,160				12,257
Interest expense - related party			—				1,074
Interest income (b)			1,526				1,043
Income before provision for income taxes			34,190				28,448
Income tax provision			9,303				8,630
Net income and total comprehensive income		$	24,887			$	19,818
Net income per common share:
Basic		$	1.71			$	1.40
Diluted		$	1.69			$	1.38
Weighted average common shares:
Basic			14,581,796				14,111,124
Diluted			14,746,749				14,345,179
Cash dividends declared per common share		$	0.07				—

 

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J.Jill, Inc.

Consolidated Balance Sheets

(Unaudited)

(Amounts in thousands, except common share data)

		August 3, 2024				February 3, 2024
Assets
Current assets:
Cash and cash equivalents		$	28,466			$	62,172
Accounts receivable			5,068				5,042
Inventories, net			52,709				53,259
Prepaid expenses and other current assets			19,447				17,656
Total current assets			105,690				138,129
Property and equipment, net			50,883				54,118
Intangible assets, net			63,430				66,246
Goodwill			59,697				59,697
Operating lease assets, net			107,842				108,203
Other assets			3,260				1,787
Total assets		$	390,802			$	428,180
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable		$	44,552			$	41,112
Accrued expenses and other current liabilities			36,533				42,283
Current portion of long-term debt			4,375				35,353
Current portion of operating lease liabilities			33,903				36,204
Total current liabilities			119,363				154,952
Long-term debt, net of discount and current portion			68,831				120,595
Deferred income taxes			9,539				10,967
Operating lease liabilities, net of current portion			101,405				103,070
Other liabilities			1,300				1,378
Total liabilities			300,438				390,962
Commitments and contingencies
Shareholders’ Equity
Common stock, par value $0.01 per share; 50,000,000 shares authorized; 11,766,868 and 10,614,454 shares issued and outstanding at August 3, 2024 and February 3, 2024, respectively			117				107
Additional paid-in capital			241,485				213,236
Accumulated deficit			(151,238	)			(176,125	)
Total shareholders’ equity			90,364				37,218
Total liabilities and shareholders’ equity		$	390,802			$	428,180

 

 

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J.Jill, Inc.

Reconciliation of GAAP Net Income to Adjusted EBITDA

(Unaudited)

(Amounts in thousands)

 

		For the Thirteen Weeks Ended
		August 3, 2024				July 29, 2023
Net income		$	8,191			$	15,222
Add (Less):
Depreciation and amortization			5,007				5,491
Income tax provision			3,075				6,665
Interest expense (a)			3,724				6,630
Interest income (a)			(538	)			(473	)
Adjustments:
Equity-based compensation expense (b)			1,696				937
Write-off of property and equipment (c)			51				26
Amortization of cloud-based software implementation costs (d)			244				61
Loss on extinguishment of debt (e)			8,570				—
Adjustment for exited retail stores (f)			(106	)			—
Impairment of long-lived assets (g)			58				45
Other non-recurring items (h)			215				2
Adjusted EBITDA		$	30,187			$	34,606
Net sales (i)		$	155,242			$	156,631
Adjusted EBITDA margin			19.4	%			22.1	%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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J.Jill, Inc.

Reconciliation of GAAP Net Income to Adjusted EBITDA

(Unaudited)

(Amounts in thousands)

 

		For the Twenty-Six Weeks Ended
		August 3, 2024				July 29, 2023
Net income		$	24,887			$	19,818
Add (Less):
Depreciation and amortization			10,834				11,062
Income tax provision			9,303				8,630
Interest expense (a)			10,160				12,257
Interest expense - related party			—				1,074
Interest income (a)			(1,526	)			(1,043	)
Adjustments:
Equity-based compensation expense (b)			2,950				1,815
Write-off of property and equipment (c)			57				46
Amortization of cloud-based software implementation costs (d)			465				116
Loss on extinguishment of debt (e)			8,570				—
Loss on debt refinancing (f)			—				12,702
Adjustment for exited retail stores (g)			(615	)			—
Impairment of long-lived assets (h)			311				45
Other non-recurring items (i)			438				2
Adjusted EBITDA		$	65,834			$	66,524
Net sales (j)		$	316,755			$	306,877
Adjusted EBITDA margin			20.8	%			21.7	%

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J.Jill, Inc.

Reconciliation of GAAP Operating Income to Adjusted Income from Operations

(Unaudited)

(Amounts in thousands)

 

		For the Thirteen Weeks Ended
		August 3, 2024				July 29, 2023
Operating income		$	23,022			$	28,044
Add (Less):
Equity-based compensation expense (a)			1,696				937
Write-off of property and equipment (b)			51				26
Adjustment for exited retail stores (c)			(106	)			—
Impairment of long-lived assets (d)			58				45
Other non-recurring items (e)			215				2
Adjusted income from operations		$	24,936			$	29,054
		For the Twenty-Six Weeks Ended
		August 3, 2024				July 29, 2023
Operating income		$	51,394			$	53,438
Add (Less):
Equity-based compensation expense (a)			2,950				1,815
Write-off of property and equipment (b)			57				46
Adjustment for exited retail stores (c)			(615	)			—
Impairment of long-lived assets (d)			311				45
Other non-recurring items (e)			438				2
Adjusted income from operations		$	54,535			$	55,346

 

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J.Jill, Inc.

Reconciliation of GAAP Net Income to Adjusted Net Income

(Unaudited)

(Amounts in thousands, except share and per share data)

		For the Thirteen Weeks Ended
		August 3, 2024				July 29, 2023
Net income		$	8,191			$	15,222
Add: Income tax provision			3,075				6,665
Income before provision for income tax			11,266				21,887
Adjustments:
Equity-based compensation expense (a)			1,696				937
Write-off of property and equipment (b)			51				26
Loss on extinguishment of debt (c)			8,570				—
Adjustment for exited retail stores (d)			(106	)			—
Impairment of long-lived assets (e)			58				45
Other non-recurring items (f)			215				2
Adjusted income before income tax provision			21,750				22,897
Less: Adjusted tax provision(g)			5,916				6,388
Adjusted net income		$	15,834			$	16,509
Adjusted net income per share:
Basic		$	1.06			$	1.17
Diluted		$	1.05			$	1.15
Weighted average number of common shares:
Basic			14,906,662				14,158,837
Diluted			15,098,301				14,367,751

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J.Jill, Inc.

Reconciliation of GAAP Net Income to Adjusted Net Income

(Unaudited)

(Amounts in thousands, except share and per share data)

		For the Twenty-Six Weeks Ended
		August 3, 2024				July 29, 2023
Net income		$	24,887			$	19,818
Add: Income tax provision			9,303				8,630
Income before provision for income tax			34,190				28,448
Adjustments:
Equity-based compensation expense (a)			2,950				1,815
Write-off of property and equipment (b)			57				46
Loss on extinguishment of debt (c)			8,570				—
Loss on debt refinancing(d)			—				12,702
Adjustment for exited retail stores (e)			(615	)			—
Impairment of long-lived assets (f)			311				45
Other non-recurring items (g)			438				2
Adjusted income before income tax provision			45,901				43,058
Less: Adjusted tax provision(h)			12,485				12,013
Adjusted net income		$	33,416			$	31,045
Adjusted net income per share:
Basic		$	2.29			$	2.20
Diluted		$	2.27			$	2.16
Weighted average number of common shares:
Basic			14,581,796				14,111,124
Diluted			14,746,749				14,345,179

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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J.Jill, Inc.

Selected Cash Flow Information

(Unaudited)

(Amounts in thousands)

Summary Data from the Statement of Cash Flows

 

		For the Thirteen Weeks Ended
		August 3, 2024				July 29, 2023
Net cash provided by operating activities		$	16,381			$	27,756
Net cash used in investing activities			(2,248	)			(4,180	)
Net cash used in financing activities			(62,784	)			(2,564	)
Net change in cash and cash equivalents			(48,651	)			21,012
Cash and cash equivalents:
Beginning of Period			77,117				27,891
End of Period		$	28,466			$	48,903

 

 

		For the Twenty-Six Weeks Ended
		August 3, 2024				July 29, 2023
Net cash provided by operating activities		$	37,880			$	35,615
Net cash used in investing activities			(4,560	)			(7,105	)
Net cash used in financing activities			(67,026	)			(66,660	)
Net change in cash and cash equivalents			(33,706	)			(38,150	)
Cash and cash equivalents:
Beginning of Period			62,172				87,053
End of Period		$	28,466			$	48,903

 

 

 

Reconciliation of GAAP Cash from Operations to Free Cash Flow

 

		For the Thirteen Weeks Ended
		August 3, 2024				July 29, 2023
Net cash provided by operating activities		$	16,381			$	27,756
Less: Capital expenditures (a)			(2,248	)			(4,180	)
Free cash flow			14,133			$	23,576

 

		For the Twenty-Six Weeks Ended
		August 3, 2024				July 29, 2023
Net cash provided by operating activities		$	37,880			$	35,615
Less: Capital expenditures (a)			(4,560	)			(7,105	)
Free cash flow			33,320			$	28,510

 

(a) Capital expenditures reflects net cash used in investing activities, which includes capitalized interest and excludes cash received from landlords for tenant allowances.

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Contacts:

Investor Relations:

Caitlin Churchill

ICR, Inc.

investors@jjill.com

203-682-8200

Business and Financial Media:

Ariel Kouvaras

Sloane & Company

akouvaras@sloanepr.com

973-897-6241

 

 

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v3.24.2.u1

Document and Entity Information	Sep. 04, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001687932
Document Type	8-K
Document Period End Date	Sep. 04, 2024
Entity Registrant Name	J.JILL, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38026
Entity Tax Identification Number	45-1459825
Entity Address, Address Line One	4 Batterymarch Park
Entity Address, City or Town	Quincy
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02169
City Area Code	(617)
Local Phone Number	376-4300
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	JILL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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