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J.Jill, Inc. Announces Second Quarter 2020 Results

September 3, 2020 6:45 AM

QUINCY, Mass.--(BUSINESS WIRE)-- J.Jill, Inc. (NYSE: JILL) today announced financial results for the second quarter ended August 1, 2020.

James S. Scully, Interim Chief Executive Officer of J.Jill, Inc. stated, “During the second quarter we continued to navigate through the challenges presented from the COVID-19 pandemic. With the majority of our stores temporarily closed through the first half of the quarter, our teams focused on driving sales through our direct to consumer channel. We also continued to tightly manage expenses as well as our working capital needs. I am pleased with our disciplined approach to inventory management and believe we are taking the right actions to further strengthen our financial position. I am proud of all of our teams for their hard work and dedication to J.Jill, and we look forward to driving further progress as we move through the balance of the year and beyond.”

For the second quarter ended August 1, 2020:

For the twenty-six weeks ended August 1, 2020 :

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

Outlook

The impact of the COVID-19 pandemic and the pace at which there are new developments, locally and globally, has created a great deal of uncertainty. Consequently, the Company is not providing financial guidance at this time but continues to expect to end the year with approximately 275 stores, with the majority of additional closings completed early in the third quarter. The Company continues to expect total capital spend in fiscal 2020 to be approximately $5.0 million.

Recent Developments

Following the end of the Company’s fiscal first quarter, on June 15, 2020, the Company announced that it had fallen out of compliance with certain covenants set forth in its ABL and term loan credit facilities. Beginning on June 15, 2020, the Company entered into two Forbearance Agreements (the "Forbearance Agreements") with the lenders under its ABL and term loan credit facilities with respect to the aforementioned noncompliance. Subsequently, the Forbearance Agreements were extended with the latest extension through September 26, 2020.

On September 1, 2020, the Company announced it entered into a Transaction Support Agreement (“TSA”) with lenders holding greater than 70.0% of the Company’s term loans (“Consenting Lenders”) on the principal terms of a financial restructuring (“Transaction”) that would result in a waiver of any past non-compliance with the terms of the Company’s credit facilities and provide the company with additional liquidity.

Mark Webb, Chief Financial Officer of J.Jill, Inc. commented, “We are very pleased that we have reached an agreement with more than 70.0% of our lenders and a majority of our shareholders that we expect will strengthen our financial position and better enable us to move forward in driving long-term growth for J.Jill.”

If the Transaction is consented to by the requisite term loan lenders, the Transaction will be consummated on an out-of-court basis. The out-of-court Transaction would extend the maturity of certain participating debt by 2 years, through May 2024, enabling the Company to strengthen its balance sheet and better position itself for long-term growth. The Company is working actively with the Consenting Lenders to obtain the necessary consents. In the event that the Transaction does not receive the required consents, the parties to the TSA have agreed to a prepackaged plan of reorganization under Chapter 11 of the United States Code (the “In-Court Transaction”) the key terms of which have been negotiated, including additional financing during the Chapter 11 process. While the Company hopes to receive the required consents to execute the out-of-court Transaction, the Company anticipates that the In-Court Transaction would be a swift process in which all vendor claims would be unimpaired and paid in full, and from which the Company would emerge with a strong and healthy balance sheet.

Please refer to http://investors.jjill.com for these prior announcements as well as relevant filings.

About J.Jill, Inc.

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 about 280 stores nationwide and a robust e-commerce 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.

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 Income (Loss) from Operations, Adjusted Net Income (Loss) and Adjusted Diluted EPS are useful in evaluating our business, they are non-GAAP financial measures that have limitations as analytical tools. Adjusted EBITDA, Adjusted Income (Loss) from Operations, Adjusted Net Income (Loss) and Adjusted Diluted EPS should not be considered alternatives to, or substitutes for, net income (loss) or EPS, which are calculated in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate Adjusted EBITDA, Adjusted Income (Loss) from Operations, Adjusted Net Income (Loss) and Adjusted Diluted EPS 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 Income (Loss) from Operations, Adjusted Net Income (Loss) and Adjusted Diluted EPS to net income (loss) and EPS, the most directly comparable GAAP financial measures, under “Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA and Adjusted Net Income (Loss) as well as Reconciliation of GAAP Operating Income (Loss) to Adjusted Income (Loss) from Operations” and not rely solely on Adjusted EBITDA, Adjusted Income (Loss) from Operations, Adjusted Net Income (Loss), Adjusted Diluted EPS or any single financial measure to evaluate our business.

Forward-Looking Statements

This press release contains, and oral statements made from time to time by our representatives may contain, “forward-looking statements.” Forward-looking statements include statements under “Outlook” and other statements identified by words such as “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “projects” 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. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks 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, but are not limited to, the Company’s ability to consummate the Transaction, on the terms proposed or at all, including the Company’s ability to obtain requisite support of the Transaction from various stakeholders and to finalize the terms and documentation relating to the Transaction; the Company’s ability to comply with the terms of the TSA, including completing various stages of the restructuring within the dates specified therein; the effects of disruption from the proposed financial restructuring making it more difficult to maintain business, financing and operational relationships; the Company’s ability to achieve the potential benefits of the proposed financial restructuring; the impact of the COVID-19 epidemic and political unrest on the Company and the economy as a whole; the Company’s ability to adequately and effectively negotiate a long-term solution under its outstanding debt instruments; risks related to the Forbearance Agreements, including the duration of such agreements and the Company’s ability to meet its ongoing obligations under such agreements; the Company’s ability to take actions that are sufficient to eliminate the substantial doubt about its ability to continue as a going concern; the Company’s ability to develop a plan to regain compliance with the continued listing criteria of the NYSE; the NYSE’s acceptance of such plan; the Company’s ability to execute such plan and to continue to comply with applicable listing standards within the available cure period; risks arising from the potential suspension of trading of the Company’s common stock on the NYSE; Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions, including risks regarding our ability to manage inventory or anticipate consumer demand; changes in consumer confidence and spending; our competitive environment; our failure to open new profitable stores or successfully enter new markets and other factors set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 1, 2020. Any forward-looking statement made in this press release 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)

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 1, 2020

August 3, 2019

Net sales

$

92,636

$

180,744

Cost of goods sold

37,616

75,403

Gross profit

55,020

105,341

Selling, general and administrative expenses

76,864

102,634

Impairment of long-lived assets

(893

)

2,064

Impairment of goodwill

88,428

Impairment of intangible assets

7,000

Operating loss

(20,951

)

(94,785

)

Interest expense

4,244

5,019

Loss before provision for income taxes

(25,195

)

(99,804

)

Income tax benefit

(6,714

)

(3,069

)

Net loss and total comprehensive loss

$

(18,481

)

$

(96,735

)

Net loss per common share attributable to common shareholders:

Basic

$

(0.41

)

$

(2.21

)

Diluted

$

(0.41

)

$

(2.21

)

Weighted average number of common shares outstanding:

Basic

44,767,154

43,793,348

Diluted

44,767,154

43,793,348

For the Twenty-Six Weeks Ended

August 1, 2020

August 3, 2019

Net sales

$

183,605

$

357,196

Cost of goods sold

78,420

135,599

Gross profit

105,185

221,597

Selling, general and administrative expenses

164,772

208,079

Impairment of long-lived assets

26,587

2,064

Impairment of goodwill

17,900

88,428

Impairment of intangible assets

6,620

7,000

Operating loss

(110,694

)

(83,974

)

Interest expense

8,887

10,026

Loss before provision for income taxes

(119,581

)

(94,000

)

Income tax benefit

(30,831

)

(1,631

)

Net loss and total comprehensive loss

$

(88,750

)

$

(92,369

)

Net loss per common share attributable to common shareholders:

Basic

$

(1.99

)

$

(2.12

)

Diluted

$

(1.99

)

$

(2.12

)

Weighted average number of common shares outstanding:

Basic

44,589,034

43,560,434

Diluted

44,589,034

43,560,434

J.Jill, Inc.
Consolidated Balance Sheets
(Unaudited)
(Amounts in thousands, except common share data)

August 1, 2020

February 1, 2020

Assets

Current assets:

Cash

$

31,762

$

21,527

Accounts receivable

4,165

6,568

Inventories, net

64,214

72,599

Prepaid expenses and other current assets

43,775

22,256

Total current assets

143,916

122,950

Property and equipment, net

89,647

107,645

Intangible assets, net

101,505

112,814

Goodwill

59,697

77,597

Operating lease assets, net

177,391

211,332

Other assets

2,174

1,650

Total assets

$

574,330

$

633,988

Liabilities and Shareholders’ Equity

Current liabilities:

Accounts payable

$

43,971

$

43,053

Accrued expenses and other current liabilities

68,686

42,712

Current portion of long-term debt

233,352

2,799

Current portion of operating lease liabilities

34,520

33,875

Borrowings under revolving credit facility

31,800

Total current liabilities

412,329

122,439

Long-term debt, net of discount and current portion

231,200

Deferred income taxes

16,285

31,034

Operating lease liabilities, net of current portion

192,973

208,800

Other liabilities

1,787

1,950

Total liabilities

623,374

595,423

Commitments and contingencies

Shareholders’ Equity

Common stock, par value $0.01 per share; 250,000,000 shares authorized; 44,802,370 and 44,288,127 shares issued and outstanding at August 1, 2020 and February 1, 2020, respectively

448

443

Additional paid-in capital

126,212

125,076

Accumulated (deficit) earnings

(175,704

)

(86,954

)

Total shareholders’ equity

(49,044

)

38,565

Total liabilities and shareholders’ equity

$

574,330

$

633,988

J.Jill, Inc.
Reconciliation of GAAP Net Income to Adjusted EBITDA
(Unaudited)
(Amounts in thousands)

For the Thirteen Weeks Ended

August 1, 2020

August 3, 2019

Net loss

$

(18,481

)

$

(96,735

)

Interest expense, net

4,244

5,019

Income tax benefit

(6,714

)

(3,069

)

Depreciation and amortization

8,277

9,396

Equity-based compensation expense (a)

615

1,214

Write-off of property and equipment (b)

244

8

Adjustment for costs to exit retail stores(c)

(402

)

Impairment of goodwill and other intangible assets

95,428

Impairment of long-lived assets(d)

(893

)

2,064

Other non-recurring expenses (e)

6,890

(740

)

Adjusted EBITDA

$

(6,220

)

$

12,585

For the Twenty-Six Weeks Ended

August 1, 2020

August 3, 2019

Net loss

$

(88,750

)

$

(92,369

)

Interest expense, net

8,887

10,026

Income tax benefit

(30,831

)

(1,631

)

Depreciation and amortization

17,313

18,848

Equity-based compensation expense (a)

1,291

2,416

Write-off of property and equipment (b)

256

14

Adjustment for costs to exit retail stores(c)

(402

)

Impairment of goodwill and other intangible assets

24,520

95,428

Impairment of long-lived assets(d)

26,587

2,064

Other non-recurring expenses (e)

9,074

(740

)

Adjusted EBITDA

$

(32,055

)

$

34,056

(a) Represents expenses associated with equity incentive instruments granted to our management. Incentive instruments are accounted for as equity-classified awards with the related compensation expense recognized based on fair value at the date of the grants.
(b) Represents net gain or loss on the disposal of fixed assets.
(c) Represents non-cash gains associated with exiting store leases earlier than anticipated
(d) Represents impairment of long-lived assets related to the right-of-use asset and leasehold improvements. For the thirteen weeks ended August 1, 2020, the Company recognized a benefit (or reversal of prior period impairment) caused by the adjustment of the operating lease liability related to stores that were permanently closed during the period.
(e) Represents items management believes are not indicative of ongoing operating performance. For the twenty-six weeks ended August 1, 2020 these expenses are primarily composed of legal and advisory costs and incremental one-time costs related to the COVID-19 pandemic, including supplies and cleaning expenses as well as hazard pay and benefits. For the twenty-six weeks ended August 3, 2019 these expenses are primarily composed of a gain from insurance proceeds and restructuring costs.

J.Jill, Inc.
Reconciliation of GAAP Operating Income to Adjusted Income from Operations
(Unaudited)
(Amounts in thousands)

For the Thirteen Weeks Ended

August 1, 2020

August 3, 2019

Operating loss

$

(20,951

)

$

(94,785

)

Adjustment for costs to exit retail stores(a)

(402

)

Impairment of goodwill and other intangible assets

95,428

Impairment of long-lived assets(b)

(893

)

2,064

Other non-recurring expenses (c)

6,890

(740

)

Adjusted (Loss) Income from Operations

$

(15,356

)

$

1,967

For the Twenty-Six Weeks Ended

August 1, 2020

August 3, 2019

Operating (loss) income

$

(110,694

)

$

(83,974

)

Adjustment for costs to exit retail stores(a)

(402

)

Impairment of goodwill and other intangible assets

24,520

95,428

Impairment of long-lived assets(b)

26,587

2,064

Other non-recurring expenses(c)

9,074

(740

)

Adjusted (Loss) Income from Operations

$

(50,915

)

$

12,778

(a) Represents non-cash gains associated with exiting store leases earlier than anticipated.
(b) Represents impairment of long-lived assets related to the right-of-use asset and leasehold improvements. For the thirteen weeks ended August 1, 2020, the Company recognized a benefit (or reversal of prior period impairment) caused by the adjustment of the operating lease liability related to stores that were permanently closed during the period.
(c) Represents items management believes are not indicative of ongoing operating performance. For the twenty-six weeks ended August 1, 2020 these expenses are primarily composed of legal and advisory costs and incremental one-time costs related to the COVID-19 pandemic, including supplies and cleaning expenses as well as hazard pay and benefits. For the twenty-six weeks ended August 3, 2019 these expenses are primarily composed of a gain from insurance proceeds and restructuring costs.

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 1, 2020

August 3, 2019

Net loss and total comprehensive loss

$

(18,481

)

$

(96,735

)

Add: Income tax benefit

(6,714

)

(3,069

)

Loss before benefit for income taxes

(25,195

)

(99,804

)

Add: Adjustment for costs to exit retail stores (a)

(402

)

Add: Impairment of goodwill and other intangible assets

95,428

Add: Impairment of long-lived assets(b)

(893

)

2,064

Add: Other non-recurring expenses(c)

6,890

(740

)

Adjusted loss before benefit for income taxes

(19,600

)

(3,052

)

Less: Adjusted tax benefit(d)

(5,586

)

(824

)

Adjusted net loss

$

(14,014

)

$

(2,228

)

Adjusted net loss per common share attributable to common shareholders:

Basic

$

(0.31

)

$

(0.05

)

Diluted

$

(0.31

)

$

(0.05

)

Weighted average number of common shares outstanding:

Basic

44,767,154

43,793,348

Diluted

44,767,154

43,793,348

For the Twenty-Six Weeks Ended

August 1, 2020

August 3, 2019

Net loss and total comprehensive loss

$

(88,750

)

$

(92,369

)

Add: Income tax benefit

(30,831

)

(1,631

)

Loss before benefit for income taxes

(119,581

)

(94,000

)

Add: Adjustment for costs to exit retail stores (a)

(402

)

Add: Impairment of goodwill and indefinite-lived intangible assets

24,520

95,428

Add: Impairment of long-lived assets(b)

26,587

2,064

Add: Other non-recurring expenses(c)

9,074

(740

)

Adjusted (loss) income before (benefit) provision for income taxes

(59,802

)

2,752

Less: Adjusted tax (benefit) provision(d)

(17,044

)

743

Adjusted net (loss) income

$

(42,758

)

$

2,009

Adjusted net (loss) income per common share attributable to common shareholders:

Basic

$

(0.96

)

$

0.05

Diluted

$

(0.96

)

$

0.05

Weighted average number of common shares outstanding:

Basic

44,589,034

43,560,434

Diluted

44,589,034

43,560,434

(a) Represents non-cash gains associated with exiting store leases earlier than anticipated.
(b) Represents impairment of long-lived assets related to the right-of-use asset and leasehold improvements. For the thirteen weeks ended August 1, 2020, the Company recognized a benefit (or reversal of prior period impairment) related to stores that were permanently closed during the period.
(c) Represents items management believes are not indicative of ongoing operating performance. For the twenty-six weeks ended August 1, 2020 these expenses are primarily composed of legal and advisory costs and incremental one-time costs related to the COVID-19 pandemic, including supplies and cleaning expenses as well as hazard pay and benefits. For the twenty-six weeks ended August 3, 2019 these expenses are primarily composed of a gain from insurance proceeds and restructuring costs.
(d) The adjusted tax (benefit) provision for adjusted net (loss) income is estimated by applying a rate of 28.5% for fiscal 2020 and 27% for fiscal 2019, to the adjusted (loss) income before (benefit) provision for income taxes.

Investor Contacts:

Caitlin Churchill/Joseph Teklits

ICR, Inc.

[email protected]

203-682-8200

Media Contact:

Chris Gayton

J.Jill, Inc.

[email protected]

617-689-7916

Source: J.Jill, Inc.

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