J.Jill, Inc.
For the period ended Jan 31, 2026. Filed Mar 31, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Mar 31, 2026
JILL$22.39-2.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2025-02-01; filed 2025-04-01.
0000950170-25-048494
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2026-01-31; filed 2026-03-31.
0001193125-26-134566
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 146 previous paragraphs and 140 current paragraphs.
90 unchanged; 43 reworded; 5 added; 12 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
Fiscal Year Ended January 31, 2026 compared to Fiscal Year Ended February 1, 2025.
Current report
The proceeds from the 2025 Term Loan Facility were used to pay off in full all outstanding principal balance under the 2023 Term Loan Credit Agreement dated as of April 5, 2023. All security interests and liens granted in connection with the 2023 Term Loan Credit Agreement were released.
Current report
The Company also has a $40.0 million ABL Facility, which matures on May 10, 2028, subject to a springing maturity provision. The ABL Facility consists of revolving loans and swing line loans. Borrowings classified as revolving loans under the ABL Facility may be maintained as either Term SOFR or Base Rate loans, each of which has a variable interest rate plus an applicable margin. Borrowings classified as swing line loans under the ABL Facility are Base Rate loans. Term SOFR loans under the ABL Facility accrue interest at a rate equal to Term SOFR plus a spread ranging from 1.50% to 1.75%, depending on borrowing amounts. Base Rate loans under the ABL Facility accrue interest at a rate equal to (i) the greatest of (a) the financial institution’s prime rate, (b) the overnight Federal Funds Effective Rate plus 0.50%, (c) Adjusted Term SOFR (as adjusted by any Floor) plus 1.00% (ii) a spread ranging from 0.50% to 0.75%, depending on borrowing amounts.
Current report
Borrowings under the ABL Facility are secured by a first lien on accounts receivable and inventory. The Company had no short-term borrowings under the ABL Facility as of January 31, 2026. Based on the terms of the agreement, the ABL Facility is reduced by the amount of outstanding letters of credit. As of January 31, 2026, the Company’s available borrowing capacity under the ABL Facility was $35.7 million.
Current report
Net cash used in financing activities during Fiscal Year 2025 was $17.6 million, primarily consisting of share repurchase costs, net of commission and fees, surrender of shares to pay withholding taxes, and quarterly cash dividends paid to shareholders.
Removed paragraphs (12)
Previous report
Interest Expense - Related Party
Previous report
For Fiscal Year 2023, the Company incurred $1.1 million of Interest expense - related party associated with the Subordinated Credit Agreement, until it was repaid in full on April 5, 2023. The Company did not incur any Interest expense - related party during Fiscal Year 2024.
Previous report
On June 14, 2024, the Company issued and sold 1,000,000 shares of its common stock. The shares were offered at an offering price of $31.00 per share, less underwriting discounts and commissions. The Company utilized the net proceeds from its sale of shares for repayment of its debt and general corporate purposes. See Note 15. Shareholders’ Equity to the consolidated financial statements included in this Annual Report for additional information on the Company’s common stock issuance.
Previous report
During the third quarter of Fiscal Year 2024, the Company issued 3,572,664 shares of common stock following the exercise of 3,573,707 warrants (the “Warrants”) that were previously issued pursuant to a Warrant Agreement, dated as of October 2, 2020, by and between the Company and American Stock Transfer & Company LLC (the “Warrant Agreement”). The exercise price of the Warrants was net share settled as per the terms of the Warrant Agreement. Given the non-substantive exercise price of the Warrants in relation to the fair value of the common shares issued upon exercise, the exercise of these Warrants had no impact on net income per common share, both basic and diluted.
Previous report
The proceeds from the Term Loan Credit Agreement, combined with a portion of the Company’s existing cash on hand, were used to repay in full the outstanding balance of $225.4 million, inclusive of $3.6 million interest, under the Priming Term Loan Credit Agreement (the “Priming Credit Agreement”) and the Subordinated Term Loan Credit Agreement (the “Subordinated Credit Agreement”). All security interests and liens incurred in connection with the Priming Credit Agreement and Subordinated Credit Agreement have been released. The prepayment of the Priming Credit Agreement and Subordinated Credit Agreement was in accordance with the terms of such agreements.
Previous report
On May 10, 2023, the Company entered into Amendment No. 6 to our ABL Credit Agreement, by and among the Company, J.Jill Gift Card Solutions, the other guarantors party thereto, the other lenders party thereto, and CIT Finance LLC, as the administrative agent and collateral agent. This amendment extended the maturity date of the ABL Credit Agreement from May 8, 2024 to May 10, 2028 (or 180 days prior to the maturity date of the Company’s Term Loan Credit Agreement if the maturity date of such Term Loan Facility has not been extended to a date that is at least 180 days after the maturity date of the ABL Credit Agreement). The other terms and conditions of the ABL Facility remain substantially unchanged.
Previous report
On December 1, 2023, the Company entered into Amendment No. 7 (the “ABL Amendment”) to the ABL Credit Agreement, by and among the Company, Jill Acquisition LLC, J.Jill Gift Card Solutions, Inc. (collectively, the “Borrowers”), the other guarantors party thereto, the other lenders party thereto, and CIT Finance LLC, as the administrative agent and collateral agent. The ABL Amendment made a technical revision for administrative purposes which removed the requirement for a Borrower’s non-negotiable bill of lading, non-negotiable sea waybill or other similar shipping document (each a “Non-Negotiable Document”) to state on its face that the inventory that is subject to such Non-Negotiable Document is subject to the lien of the administrative agent. In connection with removing this requirement, a $500,000 in transit inventory reserve amount will be applied to eligible in transit inventory on the borrowing base certificate during any period in which excess liability is less than $5.0 million. This increase in the reserve decreases the borrowing base by the same amount during an in-transit inventory reserve period.
Previous report
The Credit Agreements include customary negative covenants, including covenants limiting the ability of the Company to, among other things, incur additional indebtedness, create liens on assets, make investments, loans or advances, engage in mergers, consolidations, sales of assets and purchases, pay dividends and distributions, enter into transactions with affiliates, and make payments in respect of junior indebtedness. Each of the Term Loan Credit Agreement and the ABL Credit Agreement also has certain financial covenants (see Note 9. Debtto the audited consolidated financial statements included in this Annual Report).
Previous report
On May 10, 2024, the Company made a voluntary principal prepayment of $58.2 million on the Term Loan Credit Agreement, in lieu of the previously expected ECF payment of $26.6 million. The expected ECF payment was rejected by the lenders as permitted under the provisions of the Term Loan Credit Agreement. On June 21, 2024, the Company made an additional voluntary principal prepayment of $27.2 million (See Note 15. Shareholders’ Equity, Common Stock Issuance, for additional information). Together with the required quarterly payments, the Company has repaid $94.2 million in principal under the Term Loan Credit Agreement in Fiscal Year 2024. In connection with the voluntary principal prepayments, the Company paid a $2.6 million premium, amounting to 3% on the aggregate principal amount being prepaid, and $1.6 million towards interest, in accordance with the provisions of the Term Loan Credit Agreement.
Previous report
In connection with the voluntary principal prepayments discussed above, for Fiscal Year 2024, the Company recognized a loss on extinguishment of debt of approximately $8.6 million, consisting of $6.0 million of accelerated amortization of the discount and fees and $2.6 million of prepayment premium, in its consolidated statements of operations and comprehensive income. As of February 1, 2025, the remaining Term Loan Facility principal balance was $74.3 million, which is to be repaid upon maturity on May 8, 2028. The remaining unamortized discount and fees of $4.9 million will continue to be amortized over the remaining term through maturity. See Note 9. Debt to the consolidated financial statements included in this Annual Report for additional information.
Previous report
For Fiscal Year 2024, the Company would be required to make an ECF payment of $11.8 million prior to May 7, 2025 under the terms of the Term Loan Credit Agreement. However, the voluntary principal prepayments discussed above satisfied the ECF payment requirement and, accordingly, no ECF payment is required.
Previous report
Net cash used in financing activities during Fiscal Year 2023 was $71.3 million, which was driven by the full repayment of the previously existing Priming and Subordinated Credit Agreements offset by the proceeds from issuance of the Term Loan.
Reworded paragraphs (43)
Previous wording
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. References in this Annual Report to “Fiscal Year 2024” refer to the fiscal year ended February 1, 2025, references to the “Fiscal Year 2023” refer to the fiscal year ended February 3, 2024 and references to “Fiscal Year 2022” refer to the fiscal year ended January 28, 2023. Fiscal Years 2024 and 2022 are comprised of 52 weeks and Fiscal Year 2023 is comprised of 53 weeks.
Current wording
We operate on a 52 or 53-week fiscal year that ends on the Saturday that is closest to January 31. Each fiscal year is generally comprised of four 13-week fiscal quarters, although in the years with 53 weeks, the fourth quarter represents a 14-week period. References in this Annual Report to “Fiscal Year 2025” refer to the fiscal year ended January 31, 2026, references to the “Fiscal Year 2024” refer to the fiscal year ended February 1, 2025 and references to “Fiscal Year 2023” refer to the fiscal year ended February 3, 2024. Fiscal Years 2025 and 2024 are comprised of 52 weeks and Fiscal Year 2023 is comprised of 53 weeks.
Previous wording
J.Jill is a national lifestyle brand that provides apparel, footwear and accessories designed to help its customers move through a full life with ease. The brand represents an easy, thoughtful and inspired style that celebrates the totality of all women and designs its products with its core brand ethos in mind: keep it simple and make it matter. J.Jill offers a high touch customer experience through over 250 stores nationwide and a robust ecommerce platform. J.Jill is headquartered outside Boston.
Current wording
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 256 stores nationwide and a robust ecommerce platform. J.Jill is headquartered outside Boston.
Previous wording
Net sales consist primarily of revenues, net of merchandise returns and discounts, generated from the sale of apparel and accessory merchandise through our retail stores (“Retail”) and through our website and catalog orders (“Direct”). Net sales also include shipping and handling fees collected from customers, and royalty revenues and marketing reimbursements related to our private label credit card agreement. Retail revenue is recognized at the time of sale and Direct revenue is recognized upon shipment of merchandise to the customer.
Current wording
Net sales consist primarily of revenues, net of merchandise returns and discounts, generated from the sale of apparel and accessory merchandise through our retail stores (“Retail”) and through our website and catalog orders (“Direct”). Net sales also include shipping and handling fees collected from customers, and royalty revenues and marketing reimbursements related to our private label credit card agreement. Retail revenue is recognized at the time of sale or upon shipment if the sale is not immediately fulfilled, and Direct revenue is recognized upon shipment of merchandise to the customer.
Previous wording
Total company comparable sales include net sales from our retail 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 four or more days within a fiscal week, the store is excluded from the comparable store base; if it is temporarily closed for three or fewer days within a fiscal week, the store is included within the comparable store base. Certain of our competitors and other retailers may calculate total company comparable sales differently than we do. Our comparable sales are based on a 52-week period. The total company comparable sales calculation shifts the weeks in the fiscal year containing the fifty-third week to align like-for-like. As a result, the reporting of our total company comparable sales may not be comparable to sales data made available by other companies.
Current wording
Total company comparable sales include sales net of returns from our retail 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 four or more days within a fiscal week, the store is excluded from the comparable store base; if it is temporarily closed for three or fewer days within a fiscal week, the store is included within the comparable store base. Certain of our competitors and other retailers may calculate total company comparable sales differently than we do. Our comparable sales are based on a 52-week period. The total company comparable sales calculation shifts the weeks in the fiscal year containing the fifty-third week to align like-for-like. As a result, the reporting of our total company comparable sales may not be comparable to sales data made available by other companies.
Previous wording
Costs of goods sold (“COGS”) consists of the direct costs of sold merchandise, which include customs, taxes, duties, commissions and inbound shipping costs, inventory shrinkage, and adjustments and reserves for excess, aged and obsolete inventory. COGS does not include distribution center costs and allocations of indirect costs, such as occupancy, depreciation, amortization, or labor and benefits. We review our inventory levels on an ongoing basis to identify slow-moving merchandise and use 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. The Company’s COGS, and consequently gross profit, may not be comparable to those of other retailers, as inclusion of certain costs vary across the industry.
Current wording
Costs of goods sold (“COGS”) consists of the direct costs of sold merchandise, which include customs, taxes, tariffs, duties, commissions and inbound shipping costs, inventory shrinkage, and adjustments and reserves for excess, aged and obsolete inventory. COGS does not include distribution center costs and allocations of indirect costs, such as occupancy, depreciation, amortization, or labor and benefits. We review our inventory levels on an ongoing basis to identify slow-moving merchandise and use 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. The Company’s COGS, and consequently gross profit, may not be comparable to those of other retailers, as inclusion of certain costs vary across the industry.
Previous wording
The variability in COGS is due to raw materials, transportation and freight costs. These costs fluctuate based on certain factors beyond our control, including labor conditions, inbound transportation or freight costs, energy prices, currency fluctuations and commodity prices. We place orders with merchandise suppliers in U.S. dollars and, as a result, are not exposed to significant foreign currency exchange risk.
Current wording
The variability in COGS is due to raw materials, transportation, freight costs, and tariffs. These costs fluctuate based on certain factors beyond our control, including labor conditions, inbound transportation or freight costs, energy prices, currency fluctuations and commodity prices. We place orders with merchandise suppliers in U.S. dollars and, as a result, are not exposed to significant foreign currency exchange risk.
Previous wording
Selling, general and administrative (“SG&A”) expenses include all operating costs not included in COGS. These expenses consist primarily of 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 consist of marketing expense, including catalog production and mailing costs, warehousing, distribution and outbound shipping costs, customer service operations, consulting and software services, natural disaster related costs, professional services and other administrative costs. Additionally, our outbound shipping costs may fluctuate due to surcharges from shipping vendors based on demand for shipping services.
Current wording
Selling, general and administrative (“SG&A”) expenses include all operating costs not included in COGS. These expenses consist primarily of all payroll and related expenses, occupancy costs, information systems costs and other operating expenses related to our stores and operations at our headquarters, including utilities, depreciation and amortization. These expenses also consist of marketing expense, including catalog production and mailing costs, warehousing, distribution and outbound shipping costs, customer service operations, consulting and software services, natural disaster related costs, professional services and other administrative costs. Additionally, our outbound shipping costs may fluctuate due to surcharges from shipping vendors based on demand for shipping services.
Previous wording
Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and Adjusted EBITDA Margin. Adjusted EBITDA, represents net income plus depreciation and amortization, income tax provision, interest expense, interest expense - related party, interest income, equity-based compensation expense, write-off of property and equipment, amortization of cloud-based software implementation costs, loss on extinguishment of debt, loss on debt refinancing, adjustment for exited retail stores, impairment of long-lived assets, loss due to hurricane, and other non-recurring items, primarily consisting of non-ordinary course professional fees, non-employee share-based payments, and legal settlements and 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.
Current wording
Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and Adjusted EBITDA Margin. Adjusted EBITDA, represents net income plus (less) depreciation and amortization, income tax provision, interest expense, interest expense – related party, interest income, equity-based compensation expense, write-off of property and equipment, amortization of cloud-based software implementation costs, loss on extinguishment of debt, loss on debt refinancing, adjustment for exited retail stores, impairment of long-lived assets, gain/loss due to hurricane, and other non-recurring items, primarily consisting of non-ordinary course professional fees, non-employee share-based payments, CEO transition costs, severance expense and legal settlements and 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.
Previous wording
Fiscal Year Ended February 1, 2025 which is comprised of 52-weeks compared to Fiscal Year Ended February 3, 2024 which is comprised of 53-weeks.
Current wording
Fiscal Year Ended January 31, 2026 compared to Fiscal Year Ended February 1, 2025, both comprised of 52-weeks, and Fiscal Year Ended February 3, 2024 which is comprised of 53-weeks.
Previous wording
Represents amortization of capitalized implementation costs related to cloud-based software arrangements that are included within Selling, general and administrative expenses. Adjusted EBITDA for fiscal year ended February 3, 2024 has been restated to include such adjustments to Net income, and no adjustment was made for fiscal year ended January 28, 2023 as the amount was immaterial.
Current wording
Represents amortization of capitalized implementation costs related to cloud-based software arrangements that are included within Selling, general and administrative expenses. Adjusted EBITDA for fiscal year ended February 3, 2024 has been restated to include such adjustments to Net income.
Previous wording
Represents loss on the repayment of Priming Term Loan Credit Agreement (the “Priming Credit Agreement”) and the Subordinated Term Loan Credit Agreement (the “Subordinated Credit Agreement”).
Current wording
Represents loss on the repayment of 2023 Term Loan Credit Agreement (the “2023 Term Loan Credit Agreement”) in December 2025, and the Priming Term Loan Credit Agreement (the “Priming Credit Agreement”) and Subordinated Term Loan Credit Agreement (the “Subordinated Credit Agreement”) that were repaid in April 2023.
Previous wording
Represents loss on write-off of property and equipment and inventory at one store location due to hurricane and insurance recovery received to date.
Current wording
Represents (gain)/loss on write-off of property and equipment and inventory at one store location due to hurricane and insurance recovery received in 2024 and the gain on expected insurance recovery recognized in 2025.
Previous wording
Represents items management believes are not indicative of ongoing operating performance, including non-ordinary course professional fees, non-employee share-based payments, and legal settlements and fees.
Current wording
Represents items management believes are not indicative of ongoing operating performance, including CEO transition costs, severance expense, non-ordinary course legal and professional fees, non-employee share-based payments, and legal settlements and fees.
Previous wording
53rd week. The Company’s fiscal year ends on the Saturday, in January or February, nearest to the last day of January, resulting in an additional week of results every five or six years. Fiscal Year 2023 contained 53-weeks of operations whereas the Fiscal Years 2024 and 2022 contained 52-weeks of operations. The 53rd week added approximately $7.9 million to net sales and $2.2 million to Adjusted EBITDA for Fiscal Year 2023.
Current wording
53rd week. The Company’s fiscal year ends on the Saturday that is closest to January 31, resulting in an additional week of results every five or six years. Fiscal Year 2023 contained 53-weeks of operations whereas the Fiscal Years 2025 and 2024 contained 52-weeks of operations. The 53rd week added approximately $7.9 million to net sales and $2.2 million to Adjusted EBITDA for Fiscal Year 2023.
Previous wording
Loss on extinguishment of debt. For Fiscal Year 2024, the Company recognized a loss on extinguishment of debt of $8.6 million related to the voluntary prepayment of a portion of the Term Loan Credit Agreement. No such loss was incurred by the Company during Fiscal Year 2023.
Current wording
Loss on extinguishment of debt. For Fiscal Year 2024, the Company recognized a loss on extinguishment of debt of $8.6 million related to the voluntary prepayment of a portion of the prior Term Loan Credit Agreement. No such loss was incurred by the Company during Fiscal Year 2025.
Previous wording
Loss on debt refinancing. For Fiscal Year 2023, the Company recognized a loss on debt refinancing of $12.7 million related to entering into a Term Loan Credit Agreement and the repayment of the Priming Credit Agreement and the Subordinated Credit Agreement. No such loss was incurred by the Company during Fiscal Year 2024.
Current wording
Loss on debt refinancing. For Fiscal Year 2025, the Company recognized a loss on debt refinancing of $3.1 million related to entering into its new Term Loan Credit Agreement and the repayment of the 2023 Term Loan Credit Agreement in December 2025. No such loss was incurred by the Company during Fiscal Year 2024.
Previous wording
Net sales for Fiscal Year 2024 increased $2.8 million or 0.5%, to $610.9 million from $608.0 million for Fiscal Year 2023. The increase in net sales was due to total company comparable sales increase of 1.5% partially offset by the loss of the 53 rd week included in Fiscal Year 2023.
Current wording
Net sales for Fiscal Year 2025 decreased $14.3 million or 2.3%, to $596.5 million from $610.9 million for Fiscal Year 2024. The decrease in net sales was primarily due to total company comparable sales decrease of 3.1%. The decrease in total company comparable sales was primarily driven by a decline in unit sales partially offset by an increase in the average unit retail price.
Previous wording
Our Direct channel was responsible for 47.5% of our net sales in Fiscal Year 2024 compared to 46.8% in Fiscal Year 2023. Our Retail channel was responsible for 52.5% of our net sales in Fiscal Year 2024 and 53.2% in Fiscal Year 2023. We operated 252 and 244 retail stores at the end of these same periods, respectively.
Current wording
Our Direct channel was responsible for 48.2% of our net sales in Fiscal Year 2025 compared to 47.5% in Fiscal Year 2024. Our Retail channel was responsible for 51.8% of our net sales in Fiscal Year 2025 and 52.5% in Fiscal Year 2024. We operated 256 and 252 retail stores at the end of these same periods, respectively.
Previous wording
Gross profit for Fiscal Year 2024 decreased $0.9 million, or 0.2%, to $429.9 million from $430.8 million for Fiscal Year 2023. The gross margin for Fiscal Year 2024 was 70.4% compared to 70.8% for Fiscal Year 2023, driven by an increase in promotional activities and increased freight costs.
Current wording
Gross profit for Fiscal Year 2025 decreased $20.1 million, or 4.7%, to $409.7 million from $429.9 million for Fiscal Year 2024. The gross margin for Fiscal Year 2025 was 68.7% compared to 70.4% for Fiscal Year 2024. The decrease of gross margin in Fiscal Year 2025 was primarily driven by higher full-price promotional rates, higher mix of markdown sales, and increased tariffs, compared to Fiscal Year 2024.
Previous wording
Selling, general and administrative expenses for Fiscal Year 2024 increased $8.8 million, or 2.6%, to $353.4 million from $344.5 million for Fiscal Year 2023. The increase is primarily driven by $3.0 million in professional fees, $2.7 million in stock-based compensation, $1.9 million in shipping, $1.6 million in telecommunication, $1.4 million in marketing and $1.2 million in compensation and benefits. The increase was partially offset by a decrease of $1.6 million in depreciation and amortization, $1.0 million in occupancy, and an increase of $0.5 million in capitalized payroll related to the order management system implementation.
Current wording
Selling, general and administrative expenses for Fiscal Year 2025 increased $5.1 million, or 1.4%, to $358.5 million from $353.4 million for Fiscal Year 2024. The increase is primarily driven by $3.6 million in CEO transition costs, and severance-related expenses partially offset by a decrease in legal fees, $4.1 million occupancy fees due to higher lease expenses, $2.5 million in shipping, $2.0 million in telecommunication primarily driven by application hosting expenses, a decrease of capitalized payroll of $1.0 million, a loss on right of use ("ROU") assets of $0.6 million and increase in sales tax assessment of $0.4 million. The increase was partially offset by a decrease of $8.0 million in compensation and benefits and management incentive expense and the recognition of a $1.1 million gain for hurricane-related insurance claims.
Previous wording
Impairment of long-lived assets for Fiscal Year 2024 increased by $0.6 million, or 308.5% to $0.8 million from $0.2 million for Fiscal Year 2023. Our Fiscal Year 2024 results include $0.5 million of impairment charges for long-lived assets (leasehold improvements, and furniture, fixtures and equipment), and our Fiscal Year 2023 results include $0.2 million of impairment charges for long-lived assets (leasehold improvements and furniture, fixtures and equipment).
Current wording
Impairment of long-lived assets for Fiscal Year 2025 decreased by $0.1 million, or 11.4% to $0.7 million from $0.8 million for Fiscal Year 2024. Our Fiscal Year 2025 results include $0.4 million of impairment charges for long-lived assets (leasehold improvements, and furniture, fixtures and equipment), and our Fiscal Year 2024 results include $0.5 million of impairment charges for long-lived assets (leasehold improvements, and furniture, fixtures and equipment).
Previous wording
For Fiscal Year 2024, the Company recognized a loss on extinguishment of debt of $8.6 million related to the voluntary prepayment of a portion of the Term Loan Credit Agreement. No such loss was incurred by the Company during Fiscal Year 2023.
Current wording
For Fiscal Year 2024, the Company recognized a loss on extinguishment of debt of $8.6 million related to the voluntary prepayment of a portion of the 2023 Term Loan Credit Agreement. No such loss was incurred by the Company during Fiscal Year 2025.
Previous wording
For Fiscal Year 2023, the Company recognized a loss on debt refinancing of $12.7 million related to entering into a Term Loan Credit Agreement and the repayment of the Priming Credit Agreement and the Subordinated Credit Agreement. No such loss was incurred by the Company during Fiscal Year 2024.
Current wording
For Fiscal Year 2025, the Company recognized a loss on debt refinancing of $3.1 million related to entering into a new Term Loan Credit Agreement and the repayment of the 2023 Term Loan Credit Agreement. No such loss was incurred by the Company during Fiscal Year 2024.
Previous wording
Interest expense was $15.7 million and $25.7 million for Fiscal Years 2024 and 2023, respectively. The decrease was primarily due to a lower debt balance for Fiscal Year 2024.
Current wording
Interest expense was $10.4 million and $15.7 million for Fiscal Years 2025 and 2024, respectively. The decrease was primarily due to a lower debt balance for Fiscal Year 2025.
Previous wording
Interest expense consists of interest expense on the Term Loan Credit Agreement for Fiscal Year 2024, and, on the Company’s Term Loan Credit Agreement and Priming Credit Agreement prior to its repayment in full on April 5, 2023, for Fiscal Year 2023, and amortization of deferred costs related to the asset-based revolving credit facility agreement (the “ABL Credit Agreement” and, such facility, the “ABL Facility”) for Fiscal Years 2024 and 2023.
Current wording
Interest expense consists primarily of interest expense, including amortization of original issue discounts and capitalized financing fees and expenses, on the Company’s term loan credit agreements, as well as amortization of deferred financing costs related to the Company’s asset-based revolving credit facility agreement (the “ABL Credit Agreement” and, such facility, the “ABL Facility”), for Fiscal Years 2025 and 2024.
Previous wording
For Fiscal Year 2024, the Company earned interest on cash of $2.6 million, compared to $2.8 million for Fiscal Year 2023.
Current wording
For Fiscal Year 2025, the Company earned interest on cash of $2.0 million, compared to $2.6 million for Fiscal Year 2024.
Previous wording
The income tax provision for Fiscal Year 2024 was $14.5 million compared to $13.2 million for Fiscal Year 2023. Our effective tax rates were 26.9% and 26.7%, respectively. The effective tax rate during Fiscal Year 2024 differs from the federal statutory rate of 21.0% due primarily to the impacts of (i) state and local income taxes and (ii) executive compensation limitations. Refer to Note 14. Income Taxes to the consolidated financial statements for additional income tax information.
Current wording
The income tax provision for Fiscal Year 2025 was $11.2 million compared to $14.5 million for Fiscal Year 2024. Our effective tax rates were 28.6% and 26.9%, respectively. The effective tax rate during Fiscal Year 2025 differs from the federal statutory rate of 21.0% due primarily to the impacts of (i) state and local income taxes and (ii) executive compensation limitations. Refer to Note 14. Income Taxes to the consolidated financial statements for additional income tax information.
Previous wording
The effective tax rate for Fiscal Year 2023 differs from the federal statutory rate of 21.0% due primarily to the impacts of (i) state and local income taxes, (ii) executive compensation limitations, and (iii) valuation allowance changes.
Current wording
The effective tax rate for Fiscal Year 2024 differs from the federal statutory rate of 21.0% due primarily to the impacts of (i) state and local income taxes and (ii) executive compensation limitations.
Previous wording
Our primary sources of liquidity and capital resources are cash and cash equivalents generated from operating activities and availability under our ABL Facility, so long as certain conditions related to the maturity of the Term Loan Credit Agreement are met. As of February 1, 2025, we had $35.4 million in cash and cash equivalents and $35.7 million of total availability under our $40.0 million ABL Facility. In addition, through our shelf registration statement on file with the SEC or through private transactions, and depending on conditions prevailing in the public and private capital markets, we may from time to time issue equity securities in one or more series in one or more offerings.
Current wording
Our primary sources of liquidity and capital resources are cash and cash equivalents generated from operating activities and availability under our ABL Facility, so long as certain conditions related to the maturity of the new Term Loan Credit Agreement are met. As of January 31, 2026, we had $41.0 million in cash and cash equivalents and $35.7 million of total availability under our $40.0 million ABL Facility. In addition, through our shelf registration statement on file with the SEC or through private transactions, and depending on conditions prevailing in the public and private capital markets, we may from time to time issue equity securities in one or more series in one or more offerings.
Previous wording
On April 5, 2023, the Company and Jill Acquisition LLC (the “Borrower”) entered into a Term Loan Credit Agreement (the “Term Loan Credit Agreement”) by and among the lenders party thereto and Jefferies Finance LLC, as administrative and collateral agent. The Term Loan Credit Agreement provides for a secured term loan facility in an aggregate principal amount of $175.0 million with a maturity date of May 8, 2028 (the “Term Loan Facility”). Loans under the Term Loan Credit Agreement bear interest at the Borrower’s election at (1) Base Rate (as defined in the Term Loan Credit Agreement) plus 7.00% or (2) Adjusted Term SOFR (as defined in the Term Loan Credit Agreement) plus 8.00%, with Adjusted Term SOFR subject to a floor rate of 1.00%.
Current wording
On December 12, 2025, the Company and Jill Acquisition LLC (the "Borrower") entered into a new Term Loan Credit Agreement (the “2025 Term Loan Credit Agreement”), with the lenders party thereto from time to time and CCP Agency, LLC, as administrative agent and as collateral agent. The 2025 Term Loan Credit Agreement provides for a senior secured term loan facility in an aggregate principal amount of $75.0 million with a maturity date of December 12, 2030 (the “2025 Term Loan Facility”). As of January 31, 2026, the outstanding principal balance under the 2025 Term Loan Credit Agreement was $75.0 million.
Previous wording
The Term Loan Facility was to be repaid in quarterly payments of $2.2 million from July 28, 2023 to May 2, 2025, and $3.3 million from August 1, 2025 to April 28, 2028 with the balance of the Term Loan Facility due upon maturity on May 8, 2028. However, as a result of the voluntary payments mentioned below there will be no quarterly payments required until the remaining balance is paid in full on maturity date. Additionally, the Term Loan Facility is subject to mandatory repayment, subject to certain exceptions, including (i) 100% of the net proceeds of any incurrence of debt other than debt permitted in the Term Loan Credit Agreement, (ii) 100% of the net cash proceeds of certain asset sales/insurance proceeds, subject to reinvestment rights and certain other exceptions, and (iii) 95 days after the last day of the Fiscal Year, an annual payment ranging from 25%-75%, based on the First Lien Net Leverage Ratio, of the annual Excess Cash Flow (“ECF”), less certain voluntary prepayments made during the year, as defined in the Term Loan Credit Agreement.
Current wording
The Term Loan Facility is to be repaid in quarterly payments of $468,750 on the last Business Day of each Fiscal Quarter of the Borrower, commencing with the Fiscal Quarter ending May 2, 2026, until January 30 2027 and of $187,500 commencing on the Fiscal Quarter ending May 1, 2027 and each Fiscal Quarter thereafter, with the remaining aggregate principal amount of Initial Term Loans then outstanding to be paid on maturity on December 12, 2030. Additionally, the Term Loan Facility is subject to mandatory repayment, subject to certain exceptions, including (i) 100% of the net proceeds of any issuance or incurrence of indebtedness other than debt permitted in the Term Loan Credit Agreement, (ii) 100% of the net cash proceeds of certain asset sales/insurance proceeds, subject to reinvestment rights and certain other exceptions, and (iii) an annual payment ranging from 25%-75%, based on the First Lien Net Leverage Ratio, of the annual Excess Cash Flow (“ECF”), less certain voluntary prepayments made during the year, as defined in the Term Loan Credit Agreement.
Previous wording
The Term Loan Facility may be voluntarily prepaid after the one-year anniversary but on or prior to the two-year anniversary, subject to a premium of 3.0% of the aggregate principal amount being prepaid, and after the two-year anniversary without premium.
Current wording
The Term Loan Facility may be voluntarily prepaid after the one-year anniversary without premium or penalty but on or prior to the one-year anniversary, subject to a premium of 1.0% of the aggregate principal amount being prepaid.
Previous wording
As of February 1, 2025, the Company is in compliance with all such covenants.
Current wording
The Company’s credit facilities contain customary negative and financial covenants, including restrictions on additional indebtedness, liens, investments, dividends and distributions, affiliate transactions, and payments on junior indebtedness. As of January 31, 2026, the Company is in compliance with all such covenants. See Note 9. Debt to the consolidated financial statements included in this Annual Report for additional information.
Previous wording
Net cash provided by operating activities during Fiscal Year 2024 increased $1.7 million compared to Fiscal Year 2023. The increase during Fiscal Year 2024 was driven by higher net income of $3.3 million and changes in operating assets and liabilities of $5.1 million, partially offset by lower adjustments to reconcile net income to net cash from operations of $6.7 million. The higher change in operating assets and liabilities was driven by higher cash inflows relating to timing of payments for accounts payable of $8.9 million, changes in accrued expenses and other current liabilities of $5.4 million mainly due to lower interest expense and management incentive accruals, and operating lease assets and liabilities of $3.3 million due mainly to new leases. These increases were partially offset by increased payments for inventories of $5.4 million mainly due to the calendar shift timing and the strategy to ship goods approximately one week early to offset delays related to the re-routing of shipping lanes away from the Red Sea, timing of payments related to other noncurrent assets and liabilities of $5.1 million driven mainly by higher software-as-a-service implementation expenditures related to the order management system, and accounts receivable of $2.0 million.
Current wording
Net cash provided by operating activities during Fiscal Year 2025 decreased $22.9 million compared to Fiscal Year 2024. The decrease during Fiscal Year 2025 was driven by lower net income of $11.6 million and changes in operating assets and liabilities of $9.8 million, and by adjustments to reconcile net income to net cash from operations of $1.5 million. The change in operating assets and liabilities was driven by changes in accrued expenses and other current liabilities of $7.4 million mainly due to lower interest expense and management incentive accruals and the settlement of prior-period tax and operating liabilities, lower cash inflows relating to timing of payments for accounts payable of $5.0 million, largely reflecting higher merchandising payables, prepaid and other current assets of $2.0 million, operating lease assets and liabilities of $1.3 million due primarily to lease amortization, and increased payments for inventories of $0.7 million mainly due to timing of the receipt of goods and tariffs. These changes were partially offset by the timing of payments related to other noncurrent assets and liabilities of $5.9 million driven by capitalized cloud-based software implementation costs, and increase in accounts receivable of $0.7 million.
Previous wording
Net cash provided by operating activities during Fiscal Year 2023 was $63.3 million. Key elements of cash provided by operating activities were (i) net income of $36.2 million, (ii) adjustments to reconcile net income to net cash provided by operating activities of $43.1 million, primarily driven by $22.9 million of depreciation and amortization, and the loss of debt refinancing of $12.7 million, and (iii) the use of cash from net operating assets and liabilities of $16.0 million, primarily driven by accounts payable and operating lease assets and liabilities, partially offset by changes in merchandise inventory and prepaid expenses and other current assets.
Current wording
Net cash provided by operating activities during Fiscal Year 2025 was $42.1 million. Key elements of cash provided by operating activities were (i) net income of $27.9 million, (ii) adjustments to reconcile net income to net cash provided by operating activities of $34.8 million, primarily driven by $21.2 million of depreciation and amortization, equity-based compensation of $5.4 million, deferred income taxes of $5.0 million and the loss on debt refinancing of $3.1 million, and (iii) uses of cash of $20.6 million for net operating assets and liabilities.
Previous wording
Net cash used in investing activities during Fiscal Year 2024 was $17.8 million, an increase of $0.8 million as compared to Fiscal Year 2023, representing investments in stores, offset by a decrease in software and technology-related investments, and capital projects at the Company’s distribution center.
Current wording
Net cash used in investing activities during Fiscal Year 2025 was $18.9 million, an increase of $1.2 million as compared to Fiscal Year 2024, representing purchases of property and equipment related investments in stores and software and technology related investments.
Previous wording
Net cash used in financing activities during Fiscal Year 2024 increased by $2.8 million as compared to the prior year. The change was primarily driven by the proceeds from issuance of the Term Loan in the prior year offset by the principal repayments on the Priming Term Loan and Subordinated Term Loan as compared to the principal repayments on the Term Loan in the current year, partially offset by the proceeds from the issuance of common stock.
Current wording
Net cash used in financing activities during Fiscal Year 2025 decreased by $56.4 million as compared to Fiscal Year 2024. The change was primarily driven by principal repayments on the 2023 Term Loan, partially offset by the proceeds from the issuance of common stock in Fiscal Year 2024, partially by share repurchase costs and higher dividends paid in Fiscal Year 2025.
Previous wording
During the fiscal year ended February 1, 2025, the Company declared and paid dividends of $2.9 million to stockholders of the Company’s common stock. While dividends are generally recorded as a reduction to Retained earnings, since the Company has an accumulated deficit, dividends are recorded as a reduction to Additional paid-in capital. For the fiscal year ended February 3, 2024, no dividend was declared or paid.
Current wording
During the fiscal year ended January 31, 2026, the Company declared and paid dividends of $4.9 million to stockholders of the Company’s common stock. While dividends are generally recorded as a reduction to Retained earnings, since the Company has an accumulated deficit, dividends are recorded as a reduction to Additional paid-in capital.
Previous wording
On December 6, 2024, the Board approved a share repurchase program (the “Share Repurchase Program”), under which the Company is authorized to repurchase up to $25.0 million of the Company’s common stock over the next two years. Under the Share Repurchase Program, shares of the Company’s common stock may be purchased from time to time through open market or private transactions, block trades, or such other manner as the Company may determine, in accordance with applicable insider trading and other securities laws and regulations under the Exchange Act and share repurchase parameters determined by the Board. The timing and the number of shares repurchased are subject to the discretion of the Company and may be affected by market conditions and other factors. The Share Repurchase Program does not obligate the Company to acquire any particular amount of common stock and may be modified, suspended or terminated at any time.
Current wording
Under the Share Repurchase Program, shares of the Company’s common stock may be purchased from time to time through open market or private transactions, block trades, or such other manner as the Company may determine, in accordance with applicable insider trading and other securities laws and regulations under the Exchange Act and share repurchase parameters determined by the Board. The timing and the number of shares repurchased are subject to the discretion of the Company and may be affected by market conditions and other factors. The Share Repurchase Program does not obligate the Company to acquire any particular amount of common stock and may be modified, suspended or terminated at any time.
Previous wording
The Company has a return policy where merchandise returns will be accepted within 90 days of the original purchase date. At the time of sale, the Company records an estimated sales reserve for merchandise returns based on historical prior returns experience and expected future returns. The estimated sales reserve is recorded as a return asset (and corresponding adjustment to cost of goods sold) for the cost of inventory and a return liability for the amount to settle the return with a customer (and a corresponding adjustment to revenue). The return asset and return liability are recorded in Prepaid expenses and other current assets, and Accrued expenses and other current liabilities, respectively, in the consolidated balance sheets. The Company collects and remits sales and use taxes in all states in which retail and direct sales occur and taxes are applicable. These taxes are reported on a net basis and are thereby excluded from revenue.
Current wording
The Company has a return policy where merchandise returns will be accepted within 60 days of the original purchase date. At the time of sale, the Company records an estimated sales reserve for merchandise returns based on historical prior returns experience and expected future returns. The estimated sales reserve is recorded as a return asset (and corresponding adjustment to cost of goods sold) for the cost of inventory and a return liability for the amount to settle the return with a customer (and a corresponding adjustment to revenue). The return asset and return liability are recorded in Prepaid expenses and other current assets, and Accrued expenses and other current liabilities, respectively, in the consolidated balance sheets. The Company collects and remits sales and use taxes in all states in which retail and direct sales occur and taxes are applicable. These taxes are reported on a net basis and are thereby excluded from revenue. The Company revised its methodology for estimating the sales return reserve in the first quarter of Fiscal 2025. See Note 2. Summary of Significant Accounting Policies to our audited consolidated financial statements presented elsewhere in this Annual Report for additional information.
Showing the first 40 of 43 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
For the fiscal year ended February 1, 2025, the Company declared and paid dividends of $2.9 million to stockholders of the Company’s common stock.
Current report — wording carried from elsewhere
On December 6, 2024, the Board approved a share repurchase program (the “Share Repurchase Program”), under which the Company is authorized to repurchase up to $25.0 million of the Company’s common stock over the next two years.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Fiscal Year Ended February 1, 2025 which is comprised of 52-weeks compared to Fiscal Year Ended February 3, 2024 which is comprised of 53-weeks and January 28, 2023 which is comprised of 52-weeks.