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

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

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

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

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

As of December ~~7, 2020,~~1, 2021, the registrant had ~~9,619,850~~9,988,031 shares of common stock, $0.01 par value per share, outstanding.

	October 31, 2020			February 1, 2020			October 30, 2021			January 30, 2021
Assets
Current assets:
Cash	$	9,197		$	21,527		$	17,473		$	4,407
Accounts receivable		3,728			6,568			8,073			7,793
Inventories, net		67,584			72,599			56,902			58,034
Prepaid expenses and other current assets		41,570			22,256			43,675			43,035
Total current assets		122,079			122,950			126,123			113,269
Property and equipment, net		83,337			107,645			60,047			73,906
Intangible assets, net		99,240			112,814			82,777			88,976
Goodwill		59,697			77,597			59,697			59,697
Operating lease assets, net		170,843			211,332			137,386			161,135
Other assets		2,134			1,650			140			199
Total assets	$	537,330		$	633,988		$	466,170		$	497,182
Liabilities and Shareholders’ Equity
Liabilities and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	62,518		$	43,053		$	54,238		$	56,263
Accrued expenses and other current liabilities		57,724			42,712			51,851			43,854
Current portion of long-term debt		2,799			2,799			6,999			2,799
Current portion of operating lease liabilities		36,564			33,875			33,254			37,967
Borrowings under revolving credit facility								—			11,146
Total current liabilities		159,605			122,439			146,342			152,029
Long-term debt, net of discount and current portion		228,547			231,200			196,771			225,401
Long-term debt, net of discount - related party								4,908			3,311
Deferred income taxes		16,824			31,034			14,114			13,835
Operating lease liabilities, net of current portion		186,258			208,800			151,468			179,022
Warrants and derivative liability		14,841			—
Warrants - related party (Note 8)								—			15,997
Derivative liability (Note 8)								—			2,436
Other liabilities		1,735			1,950			1,434			2,049
Total liabilities		607,810			595,423			515,037			594,080
Commitments and contingencies (see Note 12)
Shareholders’ Equity
Common stock, par value $0.01 per share; 50,000,000 shares authorized; 9,619,976 and 8,857,625 shares issued and outstanding at October 31, 2020 and February 1, 2020, respectively		96			89
Commitments and contingencies (see Note 11)
Shareholders’ Deficit
Common stock, par value $0.01 per share; 50,000,000 shares authorized; 9,987,999 and 9,631,633 shares issued and outstanding at October 30, 2021 and January 30, 2021, respectively								100			97
Additional paid-in capital		128,840			125,430			209,109			129,363
Accumulated deficit		(199,416	)		(86,954	)		(258,076	)		(226,358	)
Total shareholders’ equity (deficit)		(70,480	)		38,565
Total liabilities and shareholders’ equity	$	537,330		$	633,988
Total shareholders’ deficit								(48,867	)		(96,898	)
Total liabilities and shareholders’ deficit							$	466,170		$	497,182

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

	For the Thirteen Weeks Ended					For the Thirty-Nine Weeks Ended						For the Thirteen Weeks Ended					For the Thirty-Nine Weeks Ended
	October 31, 2020			November 2, 2019		October 31, 2020			November 2, 2019			October 30, 2021		October 31, 2020			October 30, 2021			October 31, 2020
Net sales	$	117,224		$	166,085	$	300,829		$	523,281		$	151,731	$	117,224		$	440,053		$	300,829
Costs of goods sold		48,225			59,137		126,645			194,736
Costs of goods sold (exclusive of depreciation and amortization)													47,196		48,225			138,339			126,645
Gross profit		68,999			106,948		174,184			328,545			104,535		68,999			301,714			174,184
Selling, general and administrative expenses		92,184			97,972		257,829			306,051			85,531		92,184			250,516			257,829
Impairment of long-lived assets		906			—		27,493			2,064			—		906			—			27,493
Impairment of goodwill		—			—		17,900			88,428			—		—			—			17,900
Impairment of intangible assets		—			—		6,620			7,000			—		—			—			6,620
Operating (loss) income		(24,091	)		8,976		(135,658	)		(74,998	)
Other expense		1,628			-		1,628			—
Operating income (loss)													19,004		(24,091	)		51,198			(135,658	)
Fair value adjustment of derivative													—		1,628			2,775			1,628
Fair value adjustment of warrants - related party													—		—			56,984			—
Interest expense, net		4,753			4,826		13,640			14,852			4,567		4,753			13,130			13,640
(Loss) income before provision for income taxes		(30,472	)		4,150		(150,926	)		(89,850	)
Income tax (benefit) provision		(7,313	)		1,763		(38,464	)		132
Net (loss) income and total comprehensive (loss) income	$	(23,159	)	$	2,387	$	(112,462	)	$	(89,982	)
Net (loss) income per common share attributable to common shareholders:
Interest expense, net - related party													607		—			1,597			—
Income (loss) before provision (benefit) for income taxes													13,830		(30,472	)		(23,288	)		(150,926	)
Income tax provision (benefit)													2,592		(7,313	)		8,430			(38,464	)
Net income (loss) and total comprehensive income (loss)												$	11,238	$	(23,159	)	$	(31,718	)	$	(112,462	)
Per share data (Note 8):
Net income (loss) per common share:
Basic	$	(2.52	)	$	0.27	$	(12.49	)	$	(10.31	)	$	0.81	$	(2.52	)	$	(2.65	)	$	(12.49	)
Diluted	$	(2.52	)	$	0.27	$	(12.49	)	$	(10.31	)	$	0.79	$	(2.52	)	$	(2.65	)	$	(12.49	)
Weighted average number of common shares outstanding:
Weighted average common shares:
Basic		9,177,350			8,767,733		9,004,321			8,730,636			13,798,130		9,177,350			11,971,405			9,004,321
Diluted		9,177,350			8,790,140		9,004,321			8,730,636			14,174,218		9,177,350			11,971,405			9,004,321

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

CONDENSED CONSOLIDATED STATEMENTS OF ~~CHANGES IN~~ SHAREHOLDERS’ ~~EQUITY~~DEFICIT (UNAUDITED)

												Total								Additional						Total
						Additional						Shareholders’			Common Stock					Paid-in			Accumulated			Shareholders’
	Common Stock					Paid-in			Accumulated			Equity			Shares			Amount		Capital			Deficit			Deficit
	Shares			Amount		Capital			(Deficit)			(Deficit)
Balance, February 1, 2020		8,857,625		$	89	$	125,430		$	(86,954	)	$	38,565
Balance, January 30, 2021																9,631,633		$	97	$	129,363		$	(226,358	)	$	(96,898	)
Vesting of restricted stock units		138,202			1		(1	)		—			—			111,248			1		(1	)		—			—
Net-share settlement of equity-based compensation		(40,987	)		—		(137	)		—			(137	)
Surrender of shares to pay withholding taxes																(31,171	)		—		(271	)		—			(271	)
Equity-based compensation		—			—		676			—			676			—			—		443			—			443
Net loss		—			—		—			(70,269	)		(70,269	)		—			—		—			(18,308	)		(18,308	)
Balance, May 2, 2020		8,954,840		$	90	$	125,968		$	(157,223	)	$	(31,165	)
Balance, May 1, 2021																9,711,710		$	98	$	129,534		$	(244,666	)	$	(115,034	)
Vesting of restricted stock units		7,961			—		—			—			—			1,075			—		—			—			—
Net-share settlement of equity-based compensation		(2,327	)		—		(13	)		—			(13	)
Surrender of shares to pay withholding taxes																(318	)		—		(19	)		—			(19	)
Withholding tax on net share settlement of equity-based compensation plans																—			—		(7	)		—			(7	)
Equity-based compensation		—			—		615			—			615			—			—		649			—			649
Shares issued to Priming lenders (See Note 8)																272,097			2		5,210			—			5,212
Reclass of warrants to equity (See Note 8)																—			—		72,981			—			72,981
Net loss		—			—		—			(19,034	)		(19,034	)		—			—		—			(24,648	)		(24,648	)
Balance, August 1, 2020		8,960,474		$	90	$	126,570		$	(176,257	)	$	(49,597	)
Balance, July 31, 2021																9,984,564		$	100	$	208,348		$	(269,314	)	$	(60,866	)
Vesting of restricted stock units		4,875			—		(13	)		—			(13	)		4,864			—		—			—			—
Net-share settlement of equity-based compensation		(1,428	)		—		9			—			9
Surrender of shares to pay withholding taxes																(1,429	)		—		—			—			—
Withholding tax on net share settlement of equity-based compensation plans																—			—		(28	)		—			(28	)
Equity-based compensation		—			—		323			—			323			—			—		789			—			789
Forfeiture of restricted stock awards		(661	)		—		—			—			—
Participating lender equity consideration		656,717			6		1,951			—			1,957
Net loss		—			—		—			(23,159	)		(23,159	)
Balance, October 31, 2020		9,619,976		$	96	$	128,840		$	(199,416	)	$	(70,480	)
Net income																—			—		—			11,238			11,238
Balance, October 30, 2021																9,987,999		$	100	$	209,109		$	(258,076	)	$	(48,867	)

Additional

Accumulated

Total

Common Stock

Paid-in

Earnings

Shareholders’

Shares

Amount

Capital

(Deficit)

Equity

Balance, February 2, 2019

8,734,484

$
88

$
121,984

$
91,723

$
213,795

Adoption of ASU 2016-02

—

—

—

59

59

Special cash dividend ($1.15 per share)

—

—

—

(50,154
)

(50,154
)
Vesting of restricted stock units

146,895

1

(1
)

—

—

Net-share settlement of equity-based compensation

(47,823
)

—

(1,268
)

—

(1,268
)
Forfeiture of restricted stock awards

(13,996
)

—

—

—

—

Equity-based compensation

—

—

1,202

—

1,202

Net income

—

—

—

4,366

4,366

Balance, May 4, 2019

8,819,559

$
89

$
121,917

$
45,994

$
168,000

Forfeitable dividend

—

—

107

—

107

Forfeiture of restricted stock awards

(18,537
)

—

—

—

—

Equity-based compensation

—

—

1,214

—

1,214

Net loss

—

—

—

(96,735
)

(96,735
)
Balance, August 3, 2019

8,801,022

$
89

$
123,238

$
(50,741
)

$
72,586

Vesting of restricted stock units

10,087

—

(0
)

—

—

Net-share settlement of equity-based compensation

(2,966
)

—

(35
)

—

(35
)
Forfeitable dividend

—

—

7

—

7

Forfeiture of restricted stock awards

(1,222
)

—

—

—

—

Equity-based compensation

—

—

1,128

—

1,128

Net income

—

—

—

2,387

2,387

Balance, November 2, 2019

8,806,922

$
89

$
124,338

$
(48,354
)

$
76,072

						Additional						Total
	Common Stock					Paid-in			Accumulated			Shareholders’
	Shares			Amount		Capital			Deficit			Deficit
Balance, February 1, 2020		8,857,625		$	89	$	125,430		$	(86,954	)	$	38,565
Vesting of restricted stock units		138,202			1		(1	)		—			—
Surrender of shares to pay withholding taxes		(40,987	)		—		(137	)		—			(137	)
Equity-based compensation		—			—		676			—			676
Net loss		—			—		—			(70,269	)		(70,269	)
Balance, May 2, 2020		8,954,840		$	90	$	125,968		$	(157,223	)	$	(31,165	)
Vesting of restricted stock units		7,961			—		—			—			—
Surrender of shares to pay withholding taxes		(2,327	)		—		(13	)		—			(13	)
Equity-based compensation		—			—		615			—			615
Net loss		—			—		—			(19,034	)		(19,034	)
Balance, August 1, 2020		8,960,474		$	90	$	126,570		$	(176,257	)	$	(49,597	)
Vesting of restricted stock units		4,875			—		(13	)		—			(13	)
Surrender of shares to pay withholding taxes		(1,428	)		—		9			—			9
Equity-based compensation		—			—		323			—			323
Forfeiture of restricted stock awards		(662	)		—		—			—			—
Participating lender equity consideration		656,717			6		1,951			—			1,957
Net loss		—			—		—			(23,159	)		(23,159	)
Balance, October 31, 2020		9,619,976		$	96	$	128,840		$	(199,416	)	$	(70,480	)

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

	For the Thirty-Nine Weeks Ended						For the Thirty-Nine Weeks Ended
	October 31, 2020			November 2, 2019			October 30, 2021			October 31, 2020
Net loss	$	(112,462	)	$	(89,982	)	$	(31,718	)	$	(112,462	)
Operating activities:
Adjustments to reconcile net income to net cash provided by operating activities
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Depreciation and amortization		25,663			28,301			22,093			25,663
Impairment of goodwill and intangible assets		24,520			95,428			—			24,520
Impairment of long-lived assets		27,493			2,064			—			27,493
Adjustment for exited retail stores		(958	)		—			(1,181	)		(958	)
Loss on disposal of fixed assets		376			85			887			376
Gain from barter arrangement		—			(1,274	)
Noncash interest expense		1,350			1,250
Noncash change in fair value of warrants and derivatives		1,628			-
Noncash interest expense, net								3,567			1,350
Noncash change in fair value of derivative								2,775			1,628
Noncash change in fair value of warrants - related party								56,984			-
Equity-based compensation		1,614			3,544			1,881			1,614
Deferred rent incentives		(136	)		(133	)		(860	)		(136	)
Deferred income taxes		(14,210	)		(7,908	)		(58	)		(14,210	)
Changes in operating assets and liabilities:
Accounts receivable		2,840			(3,677	)		(280	)		2,840
Inventories		5,015			(4,797	)		1,132			5,015
Prepaid expenses and other current assets		(19,313	)		(1,662	)		(641	)		(19,313	)
Accounts payable		19,562			(4,102	)		(2,288	)		19,562
Accrued expenses		15,848			(60	)		7,833			15,848
Operating lease assets and liabilities		1,437			718			(6,754	)		1,437
Other noncurrent assets and liabilities		(631	)		(108	)		51			(631	)
Net cash (used in) provided by operating activities		(20,364	)		17,687
Net cash provided by (used in) operating activities								53,423			(20,364	)
Investing activities:
Purchases of property and equipment		(3,037	)		(13,493	)		(2,488	)		(3,037	)
Net cash used in investing activities		(3,037	)		(13,493	)		(2,488	)		(3,037	)
Financing activities:
Borrowings under revolving credit facility		33,000			—			62,226			33,000
Repayments of revolving credit facility		(33,000	)		—			(73,372	)		(33,000	)
Borrowings under subordinated facility, net of issuance costs		14,560			—			—			14,560
Lender fees for priming loans		(1,235	)		—			—			(1,235	)
Repayments on debt		(2,099	)		(2,099	)		(26,399	)		(2,099	)
Payments of withholding tax on net-share settlement of equity-based compensation plans		(155	)		(1,301	)
Special dividend paid to shareholders		—			(50,154	)
Forfeitable dividend		—			114
Net cash provided by (used in) financing activities		11,071			(53,440	)
Surrender of shares to pay withholding taxes								(324	)		(155	)
Net cash (used in) provided by financing activities								(37,869	)		11,071
Net change in cash		(12,330	)		(49,246	)		13,066			(12,330	)
Cash:
Beginning of Period		21,527			66,204			4,407			21,527
End of Period	$	9,197		$	16,958		$	17,473		$	9,197

Supplemental cash flow information:
Noncash financing activity:
Reclass of warrant and derivative liabilities to equity (Note 8)							$	78,193		$	—

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

J.Jill, Inc., “J.Jill” or the “Company”, is a premier omnichannel retailer and nationally recognized women’s apparel brand committed to delighting customers with great wear-now product. The brand represents an easy, thoughtful and inspired style that reflects the confidence of remarkable women who live life with joy, passion and purpose. J.Jill offers a guiding customer experience through ~~about 275~~260 stores nationwide and a robust ecommerce platform. J.Jill is headquartered outside Boston.

Our interim condensed consolidated financial statements are unaudited. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted, in accordance with the rules of the Securities and Exchange Commission (the “SEC”)associated with reporting of interim period financial information. We consistently applied the accounting policies described in our ~~2019~~ Annual Report on Form 10-K ~~("2019 Form 10-K"~~(the “2020 Annual Report”) for the fiscal year ended January 30, 2021 (“Fiscal Year 2020”) in preparing these unaudited interim ~~Consolidated Financial Statements.~~condensed consolidated financial statements. In the opinion of management, these interim condensed consolidated financial statements contain all normal and recurring adjustments necessary to state fairly the financial position and results of operations of the Company. The consolidated balance sheet as of ~~February 1, 2020~~January 30, 2021 is derived from the audited consolidated balance sheet as of that date. The unaudited results of operations for the thirteen and thirty-nine weeks ended October ~~31, 2020~~30, 2021 are not necessarily indicative of future results or results to be expected for the full year ending January ~~30, 2021~~29, 2022 (“Fiscal Year ~~2020”~~2021”). You should read these statements in conjunction with our audited consolidated financial statements and related notes in our 2020 Annual ~~Report~~Report.

Prior year shares and per share amounts on ~~Form 10-K for~~ the ~~year ended February 1, 2020.~~

~~Certain prior year amounts~~condensed consolidated statements of operations and comprehensive income and condensed consolidated statements of shareholders’ equity have been restated to reflect the reverse stock split on November 9, 2020 including common stock par value and additional paid-in capital on the Consolidated Balance Sheets and, shares and per share amounts on the Consolidated Statements of Operations and Comprehensive Income (Loss). The prior year’s impairment of long-lived assets has been reclassified to be consistent with the current year presentation on the Consolidated Statements of Operations and Comprehensive Income (Loss).2020.

~~Substantial Doubt about the Company’s Ability to Continue as a~~ Going Concern

In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Presentation of Financial Statements - Going ~~Concern,” the Company’s management evaluated~~Concern”, we are required to evaluate whether there are conditions or events that ~~raise substantial doubt about its ability to continue as a going concern within one year after the date of issuance of these financial statements. Although the following matters~~ raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date ~~these financial statements have been issued, the Company’s consolidated financial statements have been prepared assuming that it will continue as a going concern.~~

In December 2019, COVID-19 pandemic (“COVID-19”) emerged and has subsequently spread worldwide. The World Health Organization declared COVID-19 a pandemic on March 11, 2020 resulting in federal, state and local governments and private entities mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been exposed to the virus. After close monitoring and taking into consideration the guidance from federal, state and local governments, in an effort to mitigate the spread of COVID-19, effective March 18, 2020, the Company closed all of its stores and its offices with employees working remotely where possible. The Company began reopening its stores in May 2020, with all stores having been reopened by late June 2020; however, operationsissuance of the ~~stores may again be restricted by local guidelines.~~

financial statements. As ~~a result of COVID-19, the Company’s~~discussed in our 2020 Annual Report, during Fiscal Year 2020 our revenues, results of operations, ~~and~~ cash flows and financing arrangements were materially adversely impacted ~~which resulted in a failure~~ by ~~us to comply with~~ the ~~financial covenants contained in our Asset Based Revolving Credit Agreement (“ABL Facility”)~~COVID-19 pandemic, and, ~~Term Loan Agreement (“Term Loan”). Additionally,~~accordingly; we concluded at the inclusion of substantial doubt about the Company’s ability to continue as a going concern in the report of our independent registered public accounting firm on our financial statements for the fiscal year ended February 1, 2020 resulted in a violation of affirmative covenants under our ABL Facility and Term Loan. During 2020, the Company entered into forbearance agreements (the “Forbearance Agreements”) with the lenders under its ABL Facility and Term Loan. Under the Forbearance Agreements, the respective lenders agreed not to exercise any rights and remedies through the period of time that allowed the Company to enter into a Transaction Support Agreement (“TSA”) on August 31, 2020 with lenders holding greater than 70% of the Company’s term loans (“Consenting Lenders”) and a majority of our ~~shareholders on the principal terms of a financial restructuring (“Transaction”). The Transaction was consented to by the requisite term loan lenders and was~~

consummated on an out-of-court basis on September 30, 2020. The Transaction resulted in a waiver of any past non-compliance with the terms of the Company’s credit facilities, provided the Company with additional liquidity and extended the maturity of certain participating debt by two years, through May 2024. Refer to Note 7, Debt for a further discussion of the Company’s debt restructuring.

The Company could experience other potential impacts as a result of COVID-19, including, but not limited to, additional charges from potential adjustments to the carrying amount of its inventory, goodwill, intangible assets, right-of-use assets and long-lived assets as well as additional store closures. Actual results may differ materially from the Company’s current estimates as considerable risk remains related to the performance of stores, the resilience of the customer in an uncertain economic climate, and the possibility of a resurgence of COVID-19 with its potential for future business disruption and the related impacts on the U.S. economy in the coming 12 months. If one or more of these risks materialize, we believe that our current liquidity and capital may not be sufficient to finance our continued operations for at least the next 12 months. ~~These~~Although during the first two quarters of Fiscal Year 2021, economic conditions significantly improved, COVID-19 restrictions were reduced, and we continued to take substantial actions to improve our liquidity and financial performance, we maintained this conclusion due to remaining risks ~~raise~~and uncertainties relating to the future impacts of COVID-19 (see our quarterly reports for the first and second quarters of Fiscal Year 2021). However, as discussed below we have now concluded that substantial doubt about the Company’s ability to continue as a going concern within one year after the date ~~these~~of issuance of the financial statements ~~have~~has been ~~issued.~~alleviated.

In response to the impacts of COVID-19, we immediately took actions to improve our liquidity, capital resources and financial flexibility by restructuring our debt effective September 30, 2020, with an extended maturity and revised covenants (see Note 10 to our consolidated financial statements included in our 2020 Annual Report). Since the debt restructuring, the Company has been in compliance with all debt covenants, made all scheduled principal repayments including a $25.0 million voluntary repayment on August 27, 2021, and effectively converted $78.2 million of debt to equity. Our primary sources of liquidity and capital resources are cash generated from operating activities and availability under our ABL Facility, which has a maturity of May 8, 2023. As of October 30, 2021, we had $17.5 million in cash and $35.6 million of total availability under our ABL Facility, we exceeded the $15.0 million liquidity covenant by $46.2 million, and our projections indicate continued compliance with the liquidity and other covenants. Additionally, we have ~~taken~~filed our federal income tax return for Fiscal Year 2020 and ~~continue~~expect to ~~take aggressive~~receive a refund in excess of $25.0 million, however, the timing and ~~prudent~~amount of such refund is not known with certainty at this time.

We also took significant actions to reduce expenses and ~~manage working~~maximize cash on hand. We closed certain stores and successfully renegotiated terms on the majority of the remaining store fleet. We reduced the volume of inventory purchases and the number and frequency of new product floorsets which resulted in overhead, marketing, and shipping and handling cost savings. We also reduced capital spend in the business to focus on critical maintenance and strategic technical investments. As a result of these actions and improved economic conditions, the Company’s operating results, cash flows and liquidity continue to improve.

Therefore, considering the improved general economic conditions, and our improved operating results, cash flows, liquidity (including Cash, Debt and Equity), and projections into the foreseeable future, we have concluded that substantial doubt about the Company’s ability to continue as a going concern within one year after the date of issuance of the financial statements has been alleviated. In accordance with FASB standards, this conclusion will be re-evaluated each quarter. If COVID-19 impacts should worsen and cause us to materially miss our projections, the Company would take additional actions to maintain its liquidity position and preserve cash ~~on-hand. These actions include,~~flow, including but ~~are~~ not limited ~~to:~~to further cost reductions, payment term renegotiations, and flexing sales to the Direct channel if needed to compensate any impact on stores.

Cost of goods sold (“COGS”) consist of all costs of sold merchandise (net of purchase discounts and vendor allowances). These costs include:

~~reduced staffing~~Our COGS and ~~operating hours at retail locations~~Gross margin may not be comparable to other entities. Some entities, like us, exclude costs related to shipping products to their customers, as well as costs of their distribution network, buying function, store occupancy costs and depreciation and amortization expenses from COGS and include them in Selling, general and administrative expenses, whereas other entities include these costs in their COGS.

During the second quarter of Fiscal Year 2021, the Company recorded an adjustment to correct prior period overstatements of inventory and understatements of COGS totaling $1.5 million ($1.1 million after taxes). The errors were primarily caused by an overstatement of inventory transferred from certain locations. Management evaluated the impacts of the out-of-period adjustment to correct the errors for ~~a phase-in period since reopening;~~

Additionally, we have filed an income tax refund for $6.9 million, of which we have received $5.9 million, with the IRS and multiple state jurisdictions related to the provision under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) enacted in March 2020 that provides numerous tax provisions and other stimulus measures, including temporary suspension of certain payment requirements for the employer-paid portion of social security taxes, the creation of certain refundable employee retention credits, and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property.impacted periods. The Company has elected to defer the employer-paid portion of social security taxes beginning with pay dates on and after April 1, 2020. A portion of the deferral is payable in 2021 with the remainder due in 2022. We continue to evaluate the provisions of the CARES Act and the ways in which it could assist our business and improve our liquidity.

~~In November 2018, the FASB issued ASU 2018-18 –~~ ~~Collaborative Arrangements~~ (“Topic 808”), which clarifies the interaction between Topic 808 and Topic 606, Revenue from Contracts with Customers. The provisions of ASU 2018-18 are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. ASU 2018-18adjustment had no0 impact on the ~~consolidated financial statements and related disclosures.~~thirteen weeks ended October 30, 2021.

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740) – Simplifying the Accounting for Income ~~Tax Accounting~~ ~~(“Topic 740”), which simplifies the accounting for income taxes.~~Taxes”. The ~~provisions of ASU 2019-12 are~~pronouncement is effective for ~~fiscal years~~a public company’s annual reporting periods beginning after December 15, 2020, and interim periods within those annual periods. As an emerging growth company, the Company has elected to adopt the pronouncement following the effective date for private companies beginning with annual reporting periods beginning after December 15, 2021, and interim periods within fiscal ~~years.~~years beginning after December 15, 2022. The Company is currently evaluating the impact that this standard will ~~be required~~have on the condensed consolidated financial statements. The Company plans to adopt ~~this standard~~the pronouncement during the fiscal year ending January 28, 2023.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform”, which provides temporary optional guidance to companies impacted by the transition away from the London Interbank Offered Rate (“LIBOR”). The guidance provides certain expedients and exceptions to applying GAAP in order to lessen the ~~first quarter of Fiscal Year 2021. This standard~~potential accounting burden when contracts, hedging relationships, and other transactions that reference LIBOR as a benchmark rate are modified. The guidance is ~~not expected to have a material impact on our consolidated financial statements~~currently effective and ~~related disclosures.~~may be applied

prospectively at any point through December 31, 2022. The Company is assessing what impact this guidance will have on the Company’s condensed consolidated financial statements.

~~The Company sells its~~Net salesconsists primarily of revenues, net of merchandise returns and discounts, generated from the sale of apparel and accessory merchandise through retail stores (“Retail”) and through its 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. The following table presents disaggregated revenues by source (in thousands):

The Company recognizes a contract liability when it has received consideration from the customer and has a future obligation to the customer. Total contract liabilities consisted of the following (in thousands):

For the thirteen and thirty-nine weeks ended October ~~31, 2020,~~30, 2021, the Company recognized approximately ~~$1.7~~$1.9 million and ~~$5.7~~$6.9 million, respectively, of revenue related to gift card redemptions and breakage. For the thirteen and thirty-nine weeks ended ~~November 2, 2019,~~October 31, 2020, the Company recognized approximately ~~$2.0~~$1.7 million and ~~$8.5~~$5.7 million, respectively, of revenue related to gift card redemptions and breakage. Revenue recognized consists of gift cards that were part of the unredeemed gift card balance at the beginning of the period as well as gift cards that were issued and earned during the period.

The Company has a remaining performance obligation of ~~$0.4~~$0.3 million for a signing bonus related to the private label credit card agreement that is being amortized to revenue evenly through the third quarter of ~~Fiscal Year 2023.~~

Unredeemed gift cards also require a performance obligation for revenue to be recognized, but substantially all gift cards are redeemed in the first year of issuance.

The Company ~~filed an insurance claim~~excludes from its transaction price all amounts collected from customers for sales taxes that are remitted to taxing authorities.

Shipping and handling activities that occur after control of related goods transfers to the customer are accounted for as a result of a cargo vessel fire on or about January 8, 2019, where contents of two containers carried J.Jill inventory. In July 2019, it was determined that the inventory onboard the cargo vessel was nonsalable, and the insurance claim was settled for $3.3 million. fulfillment activities rather than assessing these activities as performance obligations.

The Company ~~recorded a gain~~does not disclose remaining performance obligations that have an expected duration of ~~$2.4 million on insurance proceeds in selling, general and administrative expenses in the consolidated statement~~one year or less.

The Company did 0t record any impairments on long-lived assets during the thirty-nine weeks ended October 30, 2021.

In the first ~~quarter and third~~ quarter of Fiscal Year 2020, the Company reduced the net carrying value of certain long-lived assets to their estimated fair value, which was determined using a discounted cash flows method. These impairment charges arose from the material adverse effect ~~that~~ COVID-19 had on our results of operations, particularly with our store fleet. The Company incurred ~~non-cash~~ impairment charges of ~~$0.7~~$6.7 million ~~and $7.3 million, respectively,~~ on leasehold improvements ~~for the thirteen~~ and ~~thirty-nine weeks ended October 31, 2020 and $0.2~~$20.8 million ~~and $20.2 million, respectively,~~ on the right-of-use ~~assets for the thirteen and thirty-nine weeks ended October 31, 2020.~~

Inasset. During the second quarter of Fiscal Year ~~2019,~~2020, the Company ~~reduced~~recorded a $1.3 million non-cash gain on the ~~net carrying value of certain long-lived assets~~operating leases liabilities due to ~~their estimated fair value, determined using a discounted cash flows method. These impairment charges arose from the Company’s~~its decision to ~~vacate and sublease one floor~~close certain retail stores. Approximately $0.9 million of the ~~corporate headquarters located~~benefit related to leases that were included in ~~Quincy, Massachusetts. The Company incurred non-cash~~the impairment ~~charges~~on right-of-use assets recorded in the first quarter of ~~$0.3 million on leasehold improvements and $1.8 million on~~Fiscal Year 2020; therefore, the ~~right-of-use asset, which were~~benefit was recorded as ~~impairment~~a reduction of ~~long-lived assets in~~ the ~~consolidated statement of operations and comprehensive income (loss).~~previously recorded impairment. See Note 12 for additional information.

In the first quarter of Fiscal Year 2020, the Company temporarily closed its retail locations due to COVID-19, which had a material adverse effect on our results of operations, financial position and liquidity and led to a significant decline in our net sales for the first ~~quarter~~half of ~~Fiscal Year 2020, as well as an expected decline for the full~~ Fiscal Year 2020. The Company ~~concluded that these factors, as well as~~incurred impairment charges of $17.9 million on goodwill, $4.0 million on trade name and $2.6 million on customer relationships during the ~~decrease in stock price represented indicators of impairment~~thirteen and ~~required~~thirty-nine weeks ended October 31, 2020. All stores were open during the thirty-nine weeks ended October 30, 2021 and the Company ~~to test~~did not record any impairments on goodwill ~~and indefinite-lived and definite-lived~~or other intangible assets for this period.

The Company performed the impairment ~~during~~tests in the first quarter of Fiscal Year 2020 ~~(the “Q1 Impairment Test”).~~

~~The Company performed the Q1 Impairment Test using a quantitative approach. The Q1 Impairment Test was performed~~ using the income approach (or discounted cash flows method) for goodwill, the relief-from-royalty method for indefinite-lived intangible assets and a recoverability analysis for definite-lived intangible assets. The estimated fair values of goodwill and indefinite-lived and definite-lived intangible assets were below their carrying values resulting in a $17.9 million impairment of goodwill, a $4.0 million impairment of the Company’s tradename (indefinite-lived intangible asset) and a $2.6 million impairment of the Company’s customer list (definite-lived intangible asset).

During the third quarter of Fiscal Year 2020, the Company reduced its long-term estimates, and the Company concluded this represented an indicator of impairment and required the Company to test goodwill and indefinite-lived and definite-lived intangible assets for impairment during the third quarter of Fiscal Year 2020 (the “Q3 Impairment Test”).

The Company performed the Q3 Impairment Test using a quantitative approach. The Q3 Impairment Test was performed using the income approach (or discounted cash flows method) for goodwill, the relief-from-royalty method for indefinite-lived intangible assets and a recoverability analysis for definite-lived intangible assets. The estimated fair values of goodwill and indefinite-lived and definite-lived intangible assets were above their carrying values resulting in no further impairment. ~~The Company will perform its annual impairment assessment during the fourth quarter of Fiscal Year 2020 and may incur further impairments based on the results of that assessment which may be material.~~

~~The most significant estimates and~~Key assumptions inherent in this approach are the preparation of revenue forecasts, selection of royalty and discount rates and a terminal year multiple. These assumptions are classified as Level 3 inputs. The methodology utilized for the Q1 Impairment Test and the Q3 Impairment Test has not changed materially from the prior year. The key assumptions used under the income approach and relief-from-royalty method include the following:

~~The Company is at risk of future impairments in Fiscal Year 2020 if actual results differ from forecasted results or there~~ These assumptions are ~~changes to these key assumptions used in estimating the fair value.~~classified as Level 3 inputs.

The following table displays a rollforward of the carrying amount of goodwill from February ~~2, 2019~~1, 2020 to October ~~31, 2020~~30, 2021 (in thousands):

The accumulated goodwill impairment losses as of October ~~31, 2020~~30, 2021 are $137.3 million.

~~The following table reflects the gross carrying amount and accumulated amortization and impairment for each major~~

~~The accumulated customer relationship impairment loss~~assets as of October ~~31, 2020~~30, 2021 and January 30, 2021 is ~~$2.6 million.~~

In the second quarter of Fiscal Year 2019, the Company reduced comparable sales outlook for the second quarter that led to a reduced full year forecast of earnings for Fiscal Year 2019. The Company concluded that these factors, as well as the decrease in stock price represented indicators of impairment and required the Company to test goodwill and indefinite-lived intangible assets for impairment during the second quarter of Fiscal Year 2019 (the “Q2 FY19 Impairment Test”).

The Company performed the Q2 FY19 Impairment Test using a quantitative approach with the assistance of an independent valuation firm. The Q2 FY19 Impairment Test was performed using the income approach (or discounted cash flows method) for goodwill and the relief-from-royalty method for indefinite-lived intangible assets. The estimated fair values of goodwill and indefinite-lived intangible assets were below carrying values resulting in an $88.4 million impairment of goodwill and a $7.0 million impairment of the Company’s tradename (indefinite-lived intangible asset).

In July 2019, the Company implemented a restructuring plan (the “2019 Restructuring Plan”) focused on cost reduction initiatives designed to execute against long-term strategies. The 2019 Restructuring Plan included headcount reductions primarily at the Company’s corporate headquarters in Quincy, Massachusetts and at the facility in Tilton, New Hampshire.

As a result of the 2019 Restructuring Plan, the Company recorded $1.6 million of restructuring costs in selling, general and administrative expenses in the consolidated statements of operations and comprehensive income. All restructuring costs were recognized in the second quarter of Fiscal Year 2019 and payments were completed in the third quarter of Fiscal Year 2020, ending on October 31, 2020.

~~The following table summarizes the activity of the restructuring costs discussed above and related accruals recorded in accrued other and other current liabilities on the consolidated balance sheet~~follows (in thousands):

February 1, 2020

Cash
Payments

Adjustments

October 31, 2020

Program Costs to Date October 31, 2020

Employee separation costs

$
216

$
131

$
85

$
—

$
1,402

Other

39

1

38

—

195

Total restructuring costs

$
255

$
132

$
123

$
—

$
1,597

		October 30, 2021
	Weighted Average Useful Life (Years)	Gross		Accumulated Amortization		Accumulated Impairment		Carrying Amount
Indefinite-lived:
Trade name	N/A	$	58,100	$	—	$	24,100	$	34,000
Definite-lived:
Customer relationships	13.2		134,200		82,803		2,620		48,777
Total intangible assets		$	192,300	$	82,803	$	26,720	$	82,777

The components of the Company’s outstanding long-term debt were as follows (in thousands):

AsThe Company is party to a ~~result~~term loan credit agreement, dated as of ~~COVID-19 related store closures,~~May 8, 2015, by and among Jill Holdings, Inc. (as successor to Jill Holdings LLC), Jill Acquisition LLC, a wholly owned subsidiary of us, and the various lenders party thereto, as amended on May 27, 2016 by Amendment No. 1 thereto, as further amended by Amendment No. 2 thereto (the “Term Loan”).

The Company ~~was unable~~is party to maintain compliance with certain of its non-financial and financial covenants for the period ended May 2, 2020. Additionally, the inclusion of substantial doubt about the Company’s ability to continue as a going concern in the report of our independent registered public accounting firm on our financial statements for the fiscal year ended February 1, 2020 resulted in a violation of affirmative covenants under our ABL Facility and Term Loan.

Onsenior secured priming term loan facility, dated August 31, 2020 ~~the Company entered into the TSA with the Consenting Lenders~~(the “Priming Loan” and, the ~~Subordinated Lenders to support~~lenders thereunder, the Transaction. Subsequently, on September 11, 2020, the Company received the consent of the term loan lenders representing more than 95.0% of the aggregate outstanding principal amount of the term loan claims under the Company’s previously existing term loan facility (the “Existing Term Facility”) to proceed with the documentation and consummation of the Transaction on an out-of-court basis, pursuant to the terms and conditions set forth in the out-of-court term sheet under the TSA. Under the TSA, the Company implemented the following series of transactions:

~~On September 30, 2020, in accordance with the TSA, the Company entered into an Amendment to the Term Loan (the “Amendment”~~). ~~In connection with the Amendment, the Existing Term Lenders:~~

The Amendment also eliminated substantially all of the covenants and events of default in the Existing Term Facility and provided that no guarantors of, or collateral securing, the Existing Term Loan Agreement were released. The maturity date of the Amended Existing Term Loan Agreement continues to be May 8, 2022. Loans under the Amended Existing Term Loan Agreement continue to accrue interest at LIBOR plus 5.00%, with a minimum LIBOR per annum of 1.00%, with the interest payable on a quarterly basis. The Company may alternatively elect to accrue interest at a Base Rate (as defined in the Amended Existing Term Loan Agreement) plus 4.00%.

~~Additionally, in connection with the Amendment,~~On August 30, 2021, the Company made ~~an offer to all Existing Term Lenders to repurchase 100%~~a scheduled principal paydown of ~~such Existing Term Lenders’ Existing Term Loans, and 97.9% of the Existing Term Lenders accepted the offer.~~$25.0 million.

~~On September 30, 2020, in~~In accordance with ~~the TSA, the Company entered into~~ the Priming Term Loan Credit Agreement, ~~which provides~~dated as of September 30, 2020 by and among the Company and Priming Lenders (the “Priming Credit Agreement”), the Company issued to the Priming Lenders 656,717 shares, as adjusted for ~~a secured term loan facility~~the Company’s 1-for-5 stock split that occurred during the fourth quarter of Fiscal Year 2020, of the Company’s Common Stock (the “Equity Consideration”). On May 31, 2021, the Company had the choice (the “May 31, 2021 Option”) to either (i) repay $4.9 million in an aggregate principal amount ~~equal to $231.1 million. The proceeds~~ of ~~the Priming Credit Agreement were solely used to repurchase Existing Term Loans from the 97.9% of the Existing Term Loan Lenders that~~

~~accepted the Company’s offer to purchase Existing Term Loans under the Amendment discussed above. The maturity date of the Priming Credit Agreement is May 8, 2024, and~~ the loans under the Priming Credit Agreement, ~~will bear~~together with accrued and unpaid interest thereon or (ii) issue additional shares of Common Stock to the Priming Lenders in an amount equal to the greater of (I) 9.79% of the fully diluted shares of Common Stock as of October 1, 2020 less 656,717 shares and (II) a number of shares of Common Stock with an aggregate

value of $0.5 million at the ~~Company’s election at: (1) Base Rate (as defined in~~time of such issuance; provided, that the Priming ~~Credit Agreement) plus 4.00% or (2) LIBOR plus 5.00%,~~Lenders shall not receive on such date shares of Common Stock having a value greater than $4.75 million (based on the volume-weighted average stock price of the preceding five trading days) at the time of such issuance. The May 31, 2021 Option was considered an embedded derivative within the Priming Loan that was required to be adjusted to fair value each period while it was outstanding, with the adjustment being recorded in income. On May 31, 2021, and within the terms of the Priming Loan, the Company chose to issue 272,097 additional shares of Common Stock to the Priming Lenders with a ~~minimum LIBOR per annum~~value of ~~1.00%, with~~approximately $5.2 million (based on the ~~interest payable~~value of those shares as of close on a quarterly basis. The Priming Term Loan Credit Agreement requires a principal paydown of at least $25.0 million by August 30, 2021; otherwise, there will be a Paid-in-Kind (“PIK”) interest rate increase and a PIK fee as follows:that date).

The Company’s obligations under the Priming Credit Agreement are secured by substantially all of the real and personal property of the Company and certain of its subsidiaries, subject to certain customary exceptions. The Priming Credit Agreement includes customary negative covenants, including covenants limiting the ability of the Company to, among other things, incur additional indebtedness, create liens on assets, make investments, loans or advances, engage in mergers, consolidations, sales of assets and purchases, pay dividends and distributions, enter into transactions with affiliates, and make payments in respect of junior indebtedness. The Priming Credit Agreement also has certain financial covenants, including (1) a minimum liquidity covenant that generally requires minimum liquidity on a weekly basis of ~~$15~~$15.0 million, (2) a first lien net leverage ratio that requires compliance beginning in the fourth quarter of Fiscal Year 2021 with a net leverage ratio of 5:1, which reduces over time, and (3) limits on capital ~~spending~~expenditures of ~~$20~~$20.0 million annually.

~~In accordance with the Priming Credit Agreement, the Company issued to the Priming Lenders 656,717 shares (after giving effect to the 1-for-5 stock split described herein)~~ As of the Company’s Common Stock (the “Equity Consideration”). We recorded the issuance of shares valued at $2.0 million as equity with the offset as a reduction of the carrying value of the debt. On May 31,October 30, 2021, the Company ~~will have the choice (the “May 31, 2021 Option”) to either (i) repay $4.9 million~~was in ~~aggregate principal amount of the loans under the Priming Credit Agreement, together~~compliance with accrued and unpaid interest thereon or (ii) issue additional shares of Common Stock to the Priming Lenders in an amount equal to the greater of (I) 9.79% of the fully diluted shares of Common Stock as of October 1, 2020 less 656,717 shares and (II) a number of shares of Common Stock with an aggregate value of $0.5 million at the time of such issuance; provided, that the Priming Lenders shall not receive on such date shares of Common Stock having a value greater than $4.75 million at the time of such issuance. The May 31, 2021 Option was considered an embedded derivative within the Priming Loan. The Company determined the fair value of the May 31, 2021 Option was $1.4 million at the date of the Transaction, which was recorded within Warrants and derivative liabilities with the offset as a reduction in the carrying value of the debt. The fair value of the May 31, 2021 Option was determined using an option pricing model with a Monte Carlo simulation. The difference between the carrying value of the Priming Loan and the principal amount will be accreted over the term of the debt using the effective interest method. The May 31, 2021 Option was remeasured to its fair value as of the end of the third quarter of Fiscal 2020, with the adjustment of $0.3 million being recorded within Other expense in the Consolidated Statement of Operations. all covenants.

On September 30, 2020, in accordance with the TSA, the Company entered into a ~~Subordinated Facility,~~subordinated facility, with the Subordinated Lenders (as defined below), that provides for a secured term loan facility in an aggregate principal amount equal to $15.0 million with an additional incremental capacity subject to certain customary ~~conditions.~~ conditions (the “Subordinated Facility”).

The ~~proceeds~~Subordinated Lenders are a group of related parties that includes certain affiliates of TowerBrook and our Chairman of the ~~Subordinated Facility have been used for general corporate purposes.~~board of directors.

The maturity date of the Subordinated Facility is November 8, 2024. Loans under the Subordinated Facility will bear interest at the Borrower’s election at (1) Base Rate (as defined in the Subordinated Facility) plus 11.00% or (2) LIBOR plus 12.00%, with a minimum LIBOR per annum of 1.00%. The Subordinated Facility is secured by substantially all of the real and personal property of the Company. The Subordinated Facility includes customary negative covenants for subordinated term loan agreements of this type, including covenants limiting the ability of the Company to, among other things, incur additional indebtedness, create liens on assets, make investments, loans or advances, engage in mergers, consolidations, sales of assets and purchases, pay dividends and distributions, enter into transactions with affiliates, and make payments in respect of junior indebtedness. The Subordinated Facility also has certain financial covenants, including (1) a minimum liquidity covenant that generally requires minimum liquidity on a weekly basis of $12.75 million, (2) a first lien net leverage ratio that requires compliance beginning in the fourth quarter of Fiscal Year 2021 with a net leverage ratio of 5.75:1, which reduces over time, and (3) limits on capital spending of $23 million annually.

In accordance with the Subordinated Facility, the Company issued ~~Penny Warrants~~penny warrants to the Subordinated ~~Lenders, which, upon exercise, would grant~~Lenders. See Note 8 for additional information regarding the ~~Subordinated Lenders 3,720,109 shares (after giving effect to the 1-for-5 stock split described herein) of~~

common stock of the Company. The terms of the warrants include antidilution provisions, including a change to the conversion ratio if the Company chooses to issue additional shares to the Priming Lenders on May 31, 2021 rather than making a principal payment of $4.9 million. We recorded a reduction to the carrying value of the subordinated debt of $11.8 million due to the issuance of the Penny Warrants As a result of the antidilution provisions, the Penny Warrants have been recognized as a liability within Warrants and derivative liabilities, rather than equity, on the Balance Sheet and were remeasured to their fair value as of the end of the third quarter of Fiscal 2020, with the adjustment of $1.3 million being recorded within Other expense in the Consolidated Statements of Operations. The difference between the carrying value of the Subordinated Facility and the principal amount will be accreted over the term of the debt using the effective interest method. warrants.

The Company is party to a secured $40.0 million asset-based revolving credit facility agreement (the “ABL Facility”) with a maturity date of May 8, 2023. ~~On September 30, 2020, in accordance with~~

During the ~~TSA,~~second quarter of Fiscal Year 2021, the Company ~~entered into an amendment to~~paid down the outstanding short-term borrowings under the ABL ~~Facility, whereby the ABL lenders (i) consented to~~Facility. The Company had short-term borrowings of $11.1 million under the Company’s ~~entry into the Priming~~ABL Facility ~~the Subordinated Facility and other transactions contemplated by the TSA and (ii) permanently waived any defaults or events~~as of ~~default~~January 30, 2021. The Company’s available borrowing capacity under the ABL Facility ~~on or prior to September~~as of October 30, ~~2020.~~2021 and January 30, 2021 was $35.6 million and $23.8 million, respectively. As of October ~~31, 2020,~~30, 2021 and January 30, 2021, there ~~was no~~were outstanding ~~balance under the ABL Facility, and $2.7 million~~ letters of credit ~~outstanding. The undrawn borrowing~~of $4.4 million and $2.9 million, respectively, which reduced the availability under the ABL ~~Facility~~Facility. As of October 30, 2021, the maximum commitment for letters of credit was ~~$37.3~~$10.0 million.

Certain assets and liabilities are carried at fair value in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Valuation techniques used to measure fair value require the Company to maximize the use of observable inputs and minimize the use of unobservable inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

The following table presents the carrying value and fair value hierarchy for debt as of October 30, 2021 (in thousands):

The following table presents the carrying value and fair value hierarchy for financial assets and liabilities measured at fair value on a recurring basis as of January 30, 2021 and for debt which is not carried at fair value (in thousands). Effective May 31, 2021, the warrants and derivative liabilities were transferred to equity and are no longer measured at fair value on a recurring basis (see Note 8 for additional information):

The Company determines the fair value of its financial assets and liabilities using the following methodologies:

The methodology used by the Company to determine the fair value of its financial assets and liabilities at October 30, 2021, is the same as that used at January 30, 2021.

The Company believes that the carrying amounts of its other financial instruments, including cash, accounts receivable, accounts payable and any amounts drawn on its revolving credit facilities, consisting primarily of instruments without extended maturities, based on management’s estimates, approximates their fair value due to the short-term maturities of these instruments.

Assets and Liabilities with Recurring Fair Value Measurements - Certain assets and liabilities may be measured at fair value on an ongoing basis. We did not elect to apply the fair value option for recording financial assets and financial liabilities. Other than the warrants, derivative liability and total debt, we do not have any assets or liabilities which we measure at fair value on a recurring basis.

Assets and Liabilities with Nonrecurring Fair Value Measurements - Certain assets and liabilities are not measured at fair value on an ongoing basis. These assets and liabilities, which include long-lived assets, goodwill, and intangible assets, are subject to fair value adjustment in certain circumstances. From time to time, the fair value is determined on these assets as part of related impairment tests. Other than impairment accounting adjustments, no adjustments to fair value or fair value measurements were required for non-financial assets and liabilities for all periods presented. See Note 4, Assets Impairments, for additional information.

The Company recorded an income tax provision of $2.6 million for the thirteen weeks ended October 30, 2021 and an income tax benefit of $7.3 million during the thirteen weeks ended October 31, 2020. The Company recorded an income tax provision of $8.4 million for the thirty-nine weeks ended October 30, 2021 and an income tax benefit of $38.5 million for the thirty-nine weeks ended October 31, 2020.

The effective tax rate for the thirteen and thirty-nine weeks ended October ~~31, 2020, respectively~~30, 2021 differs from the federal statutory rate of 21% primarily due to the nondeductible fair value adjustment of the warrants and anthe Priming Loan embedded derivative, the impact of executive compensation limitations and the impact of state and local income tax expense of $1.8 million and $0.1 million during the thirteen and thirty-nine weeks ended November 2, 2019, respectively. The effective tax rate was 24.0% and 25.5% for the thirteen and thirty-nine weeks ended October 31, 2020, respectively, and 42.5% and (0.1)% for the thirteen and thirty-nine weeks ended November 2, 2019, respectively.

taxes. The effective tax rate for the thirteen and thirty-nine weeks ended October 31, 2020 differs from the federal statutory rate of 21% primarily due to the impact ~~of an anticipated~~on the effective tax rate from goodwill impairment, which has no associated tax benefit, which was partially offset by a benefit from the CARES Act as well as the impact of state income taxes. These benefits were partially offset by the impact on the effective tax rate from the officer compensation limitation under Section 162 (m) of the Internal Revenue Code (“§162(m)”), goodwill impairment, which has no associated tax benefit, and change in valuation allowance on the thirteen and thirty-nine weeks ended October 31, 2020. The CARES Act provides for net operating losses in Fiscal Year 2020 to be carried back to earlier tax years with higher tax rates than the current year. The effective tax rate for the thirteen and thirty-nine weeks ended November 2, 2019 differs from the federal statutory rate of 21% primarily due to goodwill impairment of $88.4 million as well as recurring items including §162(m) officer compensation limitation, stock compensation and state income taxes.

Deferred tax assets and deferred tax liabilities are recognized based on temporary differences between the financial reporting and tax bases of assets and liabilities using statutory rates. Management of the Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Under the applicable accounting standards, management has considered future reversals of existing taxable temporary differences to conclude there is sufficient positive evidence that it is more likely than not that the Company will not recognize part of the benefits of state net operating losses. Accordingly, a valuation allowance has been established against the Company’s state deferred tax assets.

Among the changes to the U.S. federal income tax rules, the CARES Act modified net operating loss carryback rules that were eliminated by the 2017 Tax Cuts and Jobs Act, restored 100% bonus depreciation for qualified improvement property, increased the limit on the deduction for net interest expense and accelerated the time frame for refunds of alternative minimum tax (“AMT”) credits. The Company’s ability to elect bonus depreciation for the 2018 and 2019 tax years, carryback net operating losses to earlier years, and immediately refund AMT credits due to the enactment of the CARES Act resulted in an estimated tax refund of $6.9 million of which the Company has received $5.9 million. The Company has elected to defer the employer-paid portion of social security taxes beginning with pay dates on and after April 1, 2020. The Company will continue to evaluate the effects of the CARES Act as additional legislative guidance becomes available.

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

For the Thirteen Weeks Ended

For the Thirty-Nine Weeks Ended

October 31, 2020

November 2, 2019

October 31, 2020

November 2, 2019

Numerator

Net (loss) income attributable to common shareholders:

$
(23,159
)

$
2,387

$
(112,462
)

$
(89,982
)
Denominator

Weighted average number of common shares outstanding, basic:

9,177,350

8,767,733

9,004,321

8,730,636

Dilutive effect of stock options and restricted shares:

—

22,407

—

—

Weighted average number of common shares outstanding, diluted:

9,177,350

8,790,140

9,004,321

8,730,636

Net (loss) income per common share attributable to common shareholders, basic:

$
(2.52
)

$
0.27

$
(12.49
)

$
(10.31
)
Net (loss) income per common share attributable to common shareholders, diluted:

$
(2.52
)

$
0.27

$
(12.49
)

$
(10.31
)

	For the Thirteen Weeks Ended					For the Thirty-Nine Weeks Ended
	October 30, 2021		October 31, 2020			October 30, 2021			October 31, 2020
Numerator
Net income (loss) attributable to common shareholders	$	11,238	$	(23,159	)	$	(31,718	)	$	(112,462	)
Denominator
Weighted average number of common shares outstanding		9,987,435		9,177,350			9,849,700			9,004,321
Assumed exercise of warrants		3,810,695		—			2,121,705			—
Weighted average common shares, basic		13,798,130		9,177,350			11,971,405			9,004,321
Dilutive effect of stock options and restricted shares		376,088		—			—			—
Weighted average common shares, diluted		14,174,218		9,177,350			11,971,405			9,004,321
Net income (loss) per common share, basic	$	0.81	$	(2.52	)	$	(2.65	)	$	(12.49	)
Net income (loss) per common share, diluted	$	0.79	$	(2.52	)	$	(2.65	)	$	(12.49	)

~~The weighted average common shares for~~Equity compensation awards are excluded from the diluted earnings per share calculation ~~exclude~~when their inclusion would have an antidilutive effect such as when the ~~impact of outstanding equity awards~~Company has a net loss for the reporting period, or if the assumed proceeds per share of the award is in excess of the related fiscal period’s average price of the Company’s common stock. ~~Equity compensation awards~~Accordingly, 210,204 and 702,278 shares for the thirteen and thirty-nine weeks ended October 31, 2021, respectively, were excluded from the diluted earnings per share calculation because their inclusion would be antidilutive. Also, there were 416,363 and 476,541 shares for the thirteen and thirty-nine weeks ended October 30, 2020, respectively, that were excluded from the diluted calculation.

On May 31, 2021, and within the terms of the Priming Loan, the Company chose to issue 272,097 additional shares of Common Stock to the Priming Lenders with a value of approximately $5.2 million based upon the preceding 5-day volume weighted average share price rather than repay $4.9 million of principal. As a result of this choice and because of the antidilution provision under the warrant agreement, the penny warrants became exercisable into 3,820,748 shares of common stock for an aggregate exercise price of $186,000. Through May 31, 2021, the Company recognized approximately $39.0 million and $59.8 million of non-cash charges recorded within Fair value adjustments – derivative and Fair value adjustments – warrants, respectively, in the condensed consolidated statements of operations and comprehensive income during the thirteen and twenty-six weeks ended July 31, 2021, respectively. Effective May 31, 2021, the remaining derivative and warrants liabilities totaling $78.2 million were reclassed to Additional paid-in capital because from that date they can only be settled by exercise of the warrants into common stock (i.e., cash is no longer a settlement option).

Effective May 31, 2021 the warrants issued to the Subordinated Facility holders have been ~~excluded when they have an antidilutive effect, such~~included in the denominator for basic and diluted EPS calculations as ~~when~~ the ~~Company has a net loss~~exercise of the warrants is near certain because the exercise price is non substantive in relation to the fair value of the common shares to be issued upon exercise.

Equity-based compensation expense was $0.8 million and $1.9 million for the ~~reporting period, which is the case~~thirteen and thirty-nine weeks ended October 30, 2021, respectively, and $0.3 million and $1.6 million for the thirteen and thirty-nine weeks ended October 31, 2020, and the thirty-nine weeks ended November 2, 2019. There were 416,363 antidilutive shares for the thirteen weeks ended October 31, 2020, and 800,003 antidilutive shares for the thirteen weeks ended November 2, 2019, of such awards excluded. There were 476,541 antidilutive shares for the thirty-nine weeks ended October 31, 2020, and 636,752 antidilutive shares for the thirty-nine weeks ended November 2, 2019, of such awards excluded. The 3,720,109 Penny Warrants that were issued during the third quarter of Fiscal Year 2020 were excluded from the calculation of earnings per share for both the thirteen and thirty-nine week periods ended October 31, 2020 because the effect of including them would have been antidilutive.

On November 4, 2020, the Company announced a 1-for-5 reverse stock split effective November 9, 2020. The Company’s shareholders received one share for every five shares held prior to the effective date. The Company adjusted the computations of basic and diluted EPS retroactively for all periods presented to reflect the change in capital structure.respectively,

Equity-based compensation expense was $0.3 million for the thirteen weeks ended October 31, 2020, and $1.1 million for the thirteen weeks ended November 2, 2019. Equity-based compensation expense was $1.6 million for the thirty-nine weeks ended October 31, 2020, and $3.5 million for the thirty-nine weeks ended November 2, 2019.

On March 6, 2019, the Company’s Board of Directors declared a special cash dividend (the “Special Dividend”) of $1.15 per share payable to shareholders of record as of March 19, 2019, of which $50.2 million was paid on April 1, 2019.

In connection with the Special Dividend, pursuant to anti-dilution provisions in the 2017 Omnibus Equity Incentive Plan (the “2017 Plan”), the Company adjusted outstanding equity awards in order to prevent dilution of such awards. Accordingly, the Company adjusted the number of outstanding unvested restricted stock units (“RSUs”) as of the payment date of the dividend with an additional number of RSUs (“Dividend Equivalent Units” or “DEUs”) equal to the quotient obtained by dividing ~~(x)~~ ~~the product of the number of unvested RSUs as of the record date by the amount of the dividend per share, by~~ ~~(y)~~ the fair market value of share on the payment date of the Special Dividend. The DEUs will follow the same vesting pattern as the RSUs. For holders of outstanding options as of March 19, 2019, the option strike price on such options was reduced by the per share amount of the Special Dividend. Holders of unvested Restricted Stock Awards (“RSAs”) received a forfeitable $1.15 per share dividend on unvested RSAs as of March 19, 2019.

On September 30, 2020, the Company entered into the Subordinated Facility, with a group of lenders that includes certain affiliates of TowerBrook ~~Capital Partners L.P. as~~and our Chairman of the ~~primary lender; and~~ board of directors. In accordance with the Subordinated Facility, the Company issued ~~Penny Warrants~~penny warrants to the Subordinated Lenders. ~~See Note 7, Debt, for a further discussion~~For the thirteen weeks ended October 30, 2021 the Company incurred $0.6 million of Interest expense, net – related party associated with the Subordinated Facility in the condensed consolidated statements of operations and ~~Penny Warrants.~~

~~The~~comprehensive income. For the thirty-nine weeks ended October 30, 2021 the Company incurred ~~$3.3~~$1.6 million and $57.0 million, respectively, of ~~costs incurred for professional fees for advisors to TowerBrook Capital Partners L.P. for services~~Interest expense, net – related party and Fair value adjustment of warrants – related party associated with the ~~Transaction.~~Subordinated Facility in the condensed consolidated statements of operations and comprehensive income.

For the thirteen and thirty-nine weeks ended October 31, 2020, ~~and~~ ~~the thirteen and thirty-nine weeks ended November 2, 2019~~, the Company incurred an immaterial amount of other related party transactions.

The Company is subject to various legal proceedings that arise in the ordinary course of business. Although the outcome of such proceedings cannot be predicted with certainty, management does not believe that the Company is presently party to any legal proceedings the resolution of which management believes would have a material adverse effect on the Company’s business, financial condition, operating results or cash flows. The Company establishes reserves for specific legal matters when the Company determines that the likelihood of an unfavorable outcome is probable, and the loss is reasonably estimable.

During the Company leased certain retail stores, a distribution center, and office space. As of that same date, the Company did not have any finance leases and no operating leases containing material residual value guarantees or material restrictive covenants. Certain of the Company’s retail operating leases include variable rental payments based on a percentage of retail sales over contractual levels.

Some retail leases include one or more options to renew, with renewal terms that can extend the lease term from one to fifteen years. The Company’s distribution center has renewal terms that can extend the lease term up to twenty years. The exercise of lease renewal options is at the Company’s sole discretion. As of October 31, 2020, the Company included options to renew that are reasonably certain to be exercised in the operating lease assets and liabilities.

~~Additionally, during the thirteen and~~ thirty-nine weeks ended October ~~31, 2020,~~30, 2021, the Company ~~recognized a~~recorded non-cash ~~impairment charge~~gains of ~~$0.2~~$0.8 million ~~and $20.2 million, respectively,~~ associated with ~~right~~exiting store leases earlier than expected and non-cash gains of ~~use assets.~~

~~As a result of COVID-19~~$0.4 million related temporary store closures, the Company withheld rent payments for all of its retail locations in April and May 2020 and for some of its retail locations in June 2020. The Company successfully negotiated commercially reasonableto favorable lease concessions with the landlords of approximately half of our leases during the third quarter of Fiscal Year 2020, which include combinations of abated and deferred rent payments as well as term extensions. The Company is actively negotiating with the landlords of its other leases, and the withheld rent payments for such leases amounted to approximately $11.2 million as of October 31, 2020, which we have included in accrued expenses and other current liabilities on the consolidated balance sheet. The Company does not anticipate any significant late payment penalties; therefore, we have not accrued any related expenses as of October 31, 2020.

The Company has elected to apply the guidance provided by the FASB pertaining to lease concessions that are a result of COVID-19 and accordingly does not evaluate the rights and obligations pertaining to concessions in each lease but rather accounts for them assuming that such provisions exist. For each lease that contains concessions that do not significantly increase our obligations, the Company has remeasured the lease consistent with resolving a contingency and therefore adjusted the timing and amount of the lease payments without changing our assumptions (i.e. discount rate and lease classification). The concessions within the qualifying agreements vary and may include combinations of abated and deferred rent payments as well as term extensions ranging from one to six months.renegotiations. During the thirteen weeks ended October ~~31,~~30, 2021, the Company recorded non-cash gains of $0.4 million associated with favorable lease negotiations and $0.1 million related to exiting store leases earlier than expected.

During the first quarter of Fiscal Year 2020, the ~~Company’s qualifying agreements provided abated rent payments~~

right-of-use assets to their estimated fair value, which was determined using a discounted cash flows method. These impairment charges arose from the material adverse effect that COVID-19 had on our results of ~~$3.7~~operations, particularly with our store fleet. The Company recognized non-cash impairment charges of $6.7 million on leasehold improvements and ~~deferred rent payments~~non-cash impairment charges associated with right-of-use assets of ~~$1.4~~$20.8 million ~~that are payable over no more than 18 months beginning as early as August~~during the first quarter of Fiscal Year 2020.

~~For~~ During the ~~thirteen and thirty-nine weeks ended October 31,~~second quarter of Fiscal Year 2020, ~~total common area maintenance expense was $3.6~~the Company recorded a $1.3 million ~~and $11.0 million, respectively. For~~non-cash gain on the ~~thirteen and thirty-nine weeks ended October 31, 2020,~~ operating lease ~~liabilities increased $3.1 million and $4.2 million, respectively,~~liability due to its decision to close certain retail stores. Approximately $0.9 million of the ~~COVID~~benefit related lease modifications noted above. For the thirteen and thirty-nine weeks ended November 2, 2019, total common area maintenance expense was $3.6 million and $10.7 million, respectively, while operating lease liabilities arising from obtaining operating lease assetsto leases that were ~~$9.6 million and $19.2 million, respectively.~~

~~For the thirteen and thirty-nine weeks ended October 31, 2020 total cash paid for amounts~~ included in the ~~measurement of operating lease liabilities was $13.9 million and $26.4 million, respectively. For the thirteen and thirty-nine weeks ended November 2, 2019, the total cash paid for amounts included~~impairment on right-of-use assets recorded in the ~~measurement of operating lease liabilities was $12.1 million, and $35.8 million, respectively.~~

~~Maturities of lease liabilities as of October 31, 2020 were as follows (in thousands):~~

~~The Company entered into a bartering arrangement with Evergreen Trading, a vendor, where the Company provided inventory in exchange for media credits. During Q3~~first quarter of Fiscal Year ~~2019,~~2020; therefore, the ~~Company exchanged inventory with~~benefit was recorded as a reduction of the previously recorded ~~value~~impairment. Approximately $0.4 million of ~~$0.7 million for certain media credits valued at $2.0 million resulting~~the benefit related to the adjustment to the right-of-use asset and operating lease liability of leases not previously impaired and was recorded in ~~a gain of $1.3 million. The value of media credits was recognized as revenue, with the corresponding asset included in “Prepaid~~Selling, General and ~~other current assets” and “Other assets” on the accompanying consolidated balance sheet.~~Administrative expenses.

The Company ~~may use the media credits over seven years. The Company has used a minimal amount of the credits~~did not incur any impairment charges on its right-of-use assets during the thirty-nine weeks ended October ~~31, 2020.~~30, 2021.

~~The Company accounted for this barter transaction under ASC Topic No. 606 “Revenue from Contracts with Customers~~.” Barter transactions with commercial substance are recorded at the estimated fair value of the products exchanged unless the products received have a more readily determinable estimated fair value. Revenue associated with a barter transaction is recorded at the time of the exchange of the related assets.

On November 4, 2020, the Company announced a 1-for-5 reverse stock split effective November 9, 2020. The Company’s shareholders received one share for every five shares held prior to the effective date. All share and per share amounts have been adjusted retroactively to reflect the reverse stock split. In connection with the reverse stock split, the Company’s Certificate of Incorporation was amended to reduce the number of authorized shares of Common Stock to 50,000,000, and proportional adjustments were made to the Company’s 2017 Omnibus Equity Incentive Plan and Employee Stock Purchase Plan, including the number of shares of Common Stock available for issuance under such plans and the number of shares of Common Stock underlying outstanding awards granted pursuant to

such plans. In accordance with the terms of the Penny Warrants issued to the Subordinated Lenders, the number of shares of Common Stock issuable upon exercise of each Warrant was also proportionately adjusted to give effect to the reverse stock split.

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

The followingdiscussionand analysisshouldbe read in conjunctionwith our condensed consolidatedfinancial statementsand relatednotestheretoincludedelsewherein this Quarterly Report on Form 10-Q. The following discussion contains forward-looking statements that reflect our plans, estimates and assumptions. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause such differences are discussed in the sections of this Quarterly Report quarterly reporton Form 10-Q (the “Quarterly Report”). The followingdiscussioncontainsforward-looking statementsthatreflectour plans,estimatesand assumptions.Our actualresultscoulddiffermateriallyfrom thosediscussedin theforward-lookingstatements.Factorsthatcouldcausesuch differencesare discussedin the sectionsof thisQuarterly Report titled ~~“Risk~~“Risk Factors” and “Special Note Regarding Forward-Looking Statements”.

Weoperateon a 52- or 53-weekfiscalyearthatends on theSaturdaythatisclosestto January31. Each fiscalyeargenerallyiscomprisedof four13-weekfiscalquarters,althoughin theyearswith 53 weeks, thefourth quarterrepresentsa 14-weekperiod. The Fiscal Year 2021 and fiscal ~~years ending~~year ended January 30, 2021 (“Fiscal Year 2020”) ~~and fiscal year ended February 1, 2020 (“Fiscal Year 2019”)~~ are both comprisedof 52 weeks.

J.Jill is a premier omnichannel retailer and nationally recognized women’s apparel brand committed to delighting customers with great wear-now product. The brand represents an easy, thoughtful and inspired style that reflects the confidence of remarkable women who live life with joy, passion and purpose. J.Jill offers a guiding customer experience through ~~about 275~~260 stores nationwide and a robust ecommerce platform. J.Jill is headquartered outside Boston.

~~Our year-to-date financial results~~The COVID-19 pandemic began to affect our business in the first quarter of Fiscal Year ~~2020 were significantly impacted by the COVID-19 pandemic (“COVID-19”) as our~~2020. Our stores were temporarily closed beginning in mid-March 2020 ~~with most~~and through portions of ~~our stores being reopened by late June 2020, but with enhanced health and safety protocols. In response to~~ the pandemic, we acted during the period to leverage our Direct channel, while focusing on cost management and improving our liquidity. After approaching our vendor community, we implemented extended payment terms for nearly all goods and services, and we withheld store rent payments beginningsecond quarter of Fiscal Year 2020. Changes in April of 2020. These extensions and withholdings provided time for us to work on more longer-term solutions to help us through the pandemic. These solutions included cost reductions, including pay reductions for employees in our headquarters, furlough of store and some headquarter and distribution center staff, reductions in Marketing, reductions in Board of Directors fees, and reductions in other general expenses. Additionally, we have eliminated approximately half of our catalogs, which we are considering implementingcustomer behavior as a ~~permanent change. We have also been limiting investments in our ecommerce business to necessary website and supporting functions, and we have significantly reduced planned capital expenditures.~~

~~The COVID-19 global pandemic and resulting temporary store closures have~~result of the pandmic toward in-store shopping had a material adverse effect on our operations, cash flows and liquidity. We have made significant progress reducing cash expenditures and maximizing cash receipts from our direct to consumer business channel such that our current base forecast projects sufficient liquidity over the coming 12 months; however, considerable risk remains relatedIn response to the ~~performance~~impacts of ~~stores,~~COVID-19, we immediately took actions to improve our liquidity and financial flexibility by restructuring our debt with an extended maturity (see Note 10 to the ~~resilience~~consolidated financial statements included in our 2020 Annual Report). We also took actions to reduce expenses, to maximize cash on hand, and we continue to closely manage working capital (primarily inventory levels) and capital expenditures.

During Fiscal Year 2021, we have achieved significant improvements in sales growth and gross margin expansion due to the general improvements in the economy and our focus on driving full price sales as customer traffic trends improved.

As discussed in Note 2 to the condensed consolidated financial statements included in this Form 10-Q, we have now concluded that substantial doubt about the Company’s ability to continue as a going concern within one year after the date of issuance of the customer in an uncertain economic climate, and the possibility of a resurgence of COVID-19 related market impacts in the coming 12 months. If one or more of these risks materialize, we believe that our current sources of liquidity and capital may not be sufficient to finance our continued operations for at least the next 12 months.

We entered into a Transaction Support Agreement (“TSA”) on August 31, 2020 with lenders holding greater than 70% of the Company’s term loans (“Consenting Lenders”) and a majority of our shareholders on the principal terms of a financial restructuring (“Transaction”). The Transaction was consented to by the requisite term loan lenders and was consummated on an out-of-court basis on September 30, 2020. The Transaction resulted in a waiver of any past non-compliance with the terms of the Company’s credit facilities. It also provided the Company with additional liquidity and extended the maturity of substantially all of the previously existing debt by two years, through May 2024.

We have also filed an income tax refund for $6.9 million, of which we have received $5.9 million, with the IRS and multiple state jurisdictions related to the provision under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) enacted in March 2020 that provides numerous tax provisions and other stimulus measures, including temporary suspension of certain payment requirements for the employer-paid portion of social security taxes, the creation of certain refundable employee retention credits, and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property. The Companystatements has elected to defer the employer-paid portion of social security taxes beginning with pay dates on and after April 1, 2020. We continue to evaluate the provisions of the CARES Act and the ways in which it could assist our business and improve our liquidity.been alleviated.

Variousfactorsareexpectedto continueto affectour resultsof operationsgoing forward,includingthe following:

OverallEconomic Trends. Consumer purchases of clothing and other merchandise generally decline during recessionary periods and other periods when disposable income is adversely affected, and consequently our results of operations may be affected by general

economic conditions. For example, reduced consumer confidence, ~~and~~ lower availability and higher cost of consumer credit may reduce demand for our merchandise and may limit our ability to increase or sustain prices. The growth rate of the market could be affected by macroeconomic conditions in the United States.

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

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

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

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

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

In assessingtheperformanceof our business,we considera varietyof financialand operatingmetrics, includingGAAPand non-GAAPmeasures,includingthefollowing:

Net salesconsist primarily of revenues, net of merchandise returns and discounts, generated from the sale of apparel and accessory merchandise through our Retail channel and Direct channel. Net sales also include shipping and handling fees collected from customers and royalty revenues and marketing reimbursements related to our private label credit card agreement. Revenue from our Retail channel is recognized at the time of sale and revenue from our Direct channel is recognized upon shipment of merchandise to the customer.

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

Total company comparable sales include net sales from our full-price stores that have been open for more than 52 weeks and from our Direct channel. This measure highlights the performance of existing stores open during the period, while excluding the impact of new store openings and closures. When a store in the total company comparable store base is temporarily closed for 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. As a result, the reporting of our total company comparable sales may not be comparable to sales data made available by other companies.

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

Gross profitisequalto our netsaleslesscostsof goods sold.Gross profitas a percentageof our netsalesis referredto as grossmargin.

Costs of goods sold (“COGS”)includes the direct costs of sold merchandise, inventory shrinkage, and adjustments and reserves for excess, aged and obsolete inventory. We review our inventory levels on an ongoing basis to identify slow-moving merchandise and use product markdowns to liquidate these products. Changes in the assortment of our products may also impact our gross profit. The timing and level of markdowns are driven by customer acceptance of our merchandise. ~~As a result, the reporting of our~~The Company’s COGS, and consequently gross profit, ~~and gross margin~~ may not be comparable to those of other ~~companies.~~retailers, as inclusion of certain costs vary across the industry.

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

Selling,generaland administrativeexpensesinclude all operating costs not included in costs of goods sold. These expenses include all payroll and related expenses, occupancy costs, information systems costs and other operating expenses related to our stores

and to our operations at our headquarters, including utilities, depreciation and amortization. These expenses also include marketing expense, including catalog production and mailing costs, warehousing, distribution and shipping costs, customer service operations, consulting and software services, professional services and other administrative costs.

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

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

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

Reconciliationof Net Income (Loss)to AdjustedEBITDAand Calculationof AdjustedEBITDAMargin

The followingtableprovidesa reconciliationof net income (loss)to AdjustedEBITDAand thecalculation of AdjustedEBITDAmarginfortheperiodspresented.

For the Thirteen Weeks Ended

For the Thirty-Nine Weeks Ended

(in thousands)

October 31, 2020

November 2, 2019

October 31, 2020

November 2, 2019

Statements of Operations Data:

Net (loss) income

$
(23,159
)

$
2,387

$
(112,462
)

$
(89,982
)
Other expense

1,628

—

1,628

-

Interest expense, net

4,753

4,826

13,640

14,852

Income tax (benefit) provision

(7,313
)

1,763

(38,464
)

132

Depreciation and amortization

8,359

9,458

25,672

28,307

Equity-based compensation expense ^(a)

323

1,128

1,614

3,544

Write-off of property and equipment ^(b)

121

71

376

85

Impairment of goodwill and other intangible assets

—

—

24,520

95,428

Adjustment for exited retail stores ^(c)

(556
)

—

(958
)

—

Impairment of long-lived assets ^(d)

906

—

27,493

2,064

Transaction costs ^(e)

12,912

—

20,636

—

Other non-recurring items ^(f)

410

—

2,393

(740
)
Adjusted EBITDA

$
(1,617
)

$
19,633

$
(33,912
)

$
53,690

Net sales

$
117,224

$
166,085

$
300,829

$
523,281

Adjusted EBITDA margin

(1.4
)%

11.8
%

(11.3
)%

10.3
%

	For the Thirteen Weeks Ended						For the Thirty-Nine Weeks Ended
(in thousands)	October 30, 2021			October 31, 2020			October 30, 2021			October 31, 2020
Statements of Operations Data:
Net income (loss)	$	11,238		$	(23,159	)	$	(31,718	)	$	(112,462	)
Fair value adjustment of derivative		—			1,628			2,775			1,628
Fair value adjustment of warrants - related party ^(a)		—			—			56,984			—
Interest expense, net		4,567			4,753			13,130			13,640
Interest expense, net - related party		607			—			1,597			—
Income tax provision (benefit)		2,592			(7,313	)		8,430			(38,464	)
Depreciation and amortization		7,227			8,359			22,098			25,672
Equity-based compensation expense ^(b)		789			323			1,881			1,614
Write-off of property and equipment ^(c)		171			120			887			376
Impairment of goodwill and intangible assets		—			—			—			24,520
Adjustment for exited retail stores ^(d)		(471	)		(556	)		(1,181	)		(958	)
Impairment of long-lived assets ^(e)		—			906			—			27,493
Transaction costs ^(f)		—			12,912			—			20,636
Other non-recurring items ^(g)		240			410			1,708			2,393
Adjusted EBITDA	$	26,960		$	(1,617	)	$	76,591		$	(33,912	)
Net sales	$	151,731		$	117,224		$	440,053		$	300,829
Adjusted EBITDA margin		17.8	%		(1.4	)%		17.4	%		(11.3	)%

~~Impairment losses.~~ Our thirteen weeks and thirty-nine weeks Fiscal Year 2020 year-to-date results include impairment charges of $0.9 million and $52.0 million, respectively, for long-lived assets (operating lease right-of-use asset and leasehold improvements), goodwill and intangible assets. We had $97.5 million of impairment charges in Fiscal Year 2019 year-to-date results for long-lived assets, goodwill and intangible assets. See Note 5, ~~Asset Impairments, in Item I,~~ ~~Financial Statements, for additional information on these impairment losses.~~

COVID-19 impact. Our ~~year-to-date~~first and second quarter of Fiscal Year 2020 financial results were significantly impacted by COVID-19 as our stores were temporarily closed beginning in mid-March ~~and reopened beginning in mid-May, with all stores reopened by end~~2020 through most of ~~June,~~the second quarter of Fiscal Year 2020 in efforts to stop the spread of the virus. Although the stores were temporarily closed and the Company lost revenues as a result, we continued to incur certain expenses, such as payroll and rent; therefore, ratios and other items may not be comparable to ~~prior periods.~~

~~Thirteen weeks ended October 31, 2020 Compared to Thirteen weeks ended November 2, 2019~~

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

For the Thirteen Weeks Ended

Change from the Thirteen Weeks Ended November 2, 2019 to the Thirteen Weeks

October 31, 2020

November 2, 2019

Ended October 31, 2020

(in thousands)

Dollars

% of Net
Sales

Dollars

% of Net
Sales

$ Change

% Change

Net sales

$
117,224

100.0
%

$
166,085

100.0
%

$
(48,861
)

(29.4
)%
Costs of goods sold

48,225

41.1
%

59,137

35.6
%

(10,912
)

(18.5
)%
Gross profit

68,999

58.9
%

106,948

64.4
%

(37,949
)

(35.5
)%
Selling, general and administrative expenses

92,184

78.6
%

97,972

59.0
%

(5,788
)

(5.9
)%
Impairment of long-lived assets

906

0.8
%

—

0.0
%

906

Operating (loss) income

(24,091
)

(20.6
)%

8,976

5.4
%

(33,067
)

(368.4
)%
Other expense

1,628

1.4
%

-

-

1,628

Interest expense, net

4,753

4.1
%

4,826

2.9
%

(73
)

(1.5
)%
(Loss) income before provision for income taxes

(30,472
)

(26.0
)%

4,150

2.5
%

(34,622
)

(834.3
)%
Income tax (benefit) provision

(7,313
)

(6.2
)%

1,763

1.1
%

(9,076
)

(514.8
)%
Net (loss) income

$
(23,159
)

(19.8
)%

$
2,387

1.4
%

$
(25,546
)

(1070.2
)%

Net sales for the thirteen weeks ended October 31, 2020 decreased $48.9 million, or 29.4%, to $117.2 million from $166.1 million for the thirteen weeks ended November 2, 2019. At the end of those same periods, we operated 276 and 290 retail stores, respectively~~. The decrease in total net sales versus the prior year was primarily driven by the impact of COVID-19 on consumer spending on fashion apparel.~~

Our Retail channel contributed 36.7% of our net sales in the thirteen weeks ended October 31, 2020 and 57.0% in the thirteen weeks ended November 2, 2019. Our Direct channel contributed 63.3% of our net sales in the thirteen weeks ended October 31, 2020 and 43.0% in the thirteen weeks ended November 2, 2019.

Gross profit for the thirteen weeks ended October 31, 2020 decreased $37.9 million, or 35.5%, to $69.0 million from $106.9 million for the thirteen weeks ended November 2, 2019. The gross margin for the thirteen weeks ended October 31, 2020 was 58.9% compared to 64.4% for the thirteen weeks ended November 2, 2019. The year over year gross margin decline was primarily driven by actions taken in the third quarter to clear excess inventory.

Selling, general and administrative expenses for the thirteen weeks ended October 31, 2020 decreased $5.8 million, or 5.9%, to $92.2 million from $98.0 million for the thirteen weeks ended November 2, 2019. Selling, general and administrative expenses for the thirteen weeks ended October 31, 2020 included $13.3 million of non-recurring expenses, primarily legal and advisory costs related to the debt restructuring and costs directly incurred in response to the COVID-19 pandemic.

As a percentage of net sales, selling, general and administrative expenses were 78.6% for the thirteen weeks ended October 31, 2020 compared to 59.0% for the thirteen weeks ended November 2, 2019. Excluding the nonrecurring items mentioned previously, selling, general and administrative expenses as a percentage of total net sales were 67.7% compared to 59.0% in the third quarter of ~~fiscal 2019.~~Fiscal Year 2021 financial results.

~~Other Expense~~Impairment losses. Our Fiscal Year 2020 year to date results include impairment charges of $52.0 million for long-lived assets (operating lease right-of-use asset and leasehold improvements), goodwill and intangible assets. See Note 4, Asset Impairments, in Item I, Financial Statements, for additional information on these impairment losses.

~~Other expense consists~~Fair value adjustments. Fair value adjustments consist of the mark-to-market ~~adjustment on~~of warrants and derivative liabilities related to the debt restructuring consummated on September 30, 2020. These fair value adjustments were due to the increase in J.Jill’s stock price from January 30, 2021 through May 31, 2021. Effective May 31, 2021, these liabilities were reclassified to equity because from that date they can only be settled by exercise of the warrants into common stock. Our Fiscal Year 2021 results include fair value adjustments totaling $(59.8) million for the thirty-nine week period ended October 30, 2021 and no fair value adjustments for the thirteen week period ended October 30, 2021. Our Fiscal Year 2020 results include fair value adjustments totaling $1.6 million for both the thirteen week and the thirty-nine week periods ended October 31, 2020. See Note 8, Net Loss per Share, in Item 1, Financial Statements, for additional information on these fair value adjustments.

~~Interest expense, net, consists~~ Thirteen weeks ended October 30, 2021 Compared to Thirteen weeks ended October 31, 2020

The followingtablesummarizesour consolidatedresultsof ~~interest expense on~~ operationsforthe ~~Term Loan, ABL Facility, Priming Loan and Subordinated Facility partially offset by interest earned on cash. Interest expense, net~~periodsindicated:

	For the Thirteen Weeks Ended											Change from the Thirteen Weeks Ended October 31, 2020 to the Thirteen Weeks
	October 30, 2021					October 31, 2020						Ended October 30, 2021
(in thousands)	Dollars		% of Net Sales			Dollars			% of Net Sales			$ Change			% Change
Net sales	$	151,731		100.0	%	$	117,224			100.0	%	$	34,507			29.4	%
Costs of goods sold		47,196		31.1	%		48,225			41.1	%		(1,029	)		(2.1	)%
Gross profit		104,535		68.9	%		68,999			58.9	%		35,536			51.5	%
Selling, general and administrative expenses		85,531		56.4	%		92,184			78.6	%		(6,653	)		(7.2	)%
Impairment of long-lived assets		—		—			906			0.8	%		(906	)		100.0	%
Operating income (loss)		19,004		12.5	%		(24,091	)		(20.6	)%		43,095			(178.9	)%
Fair value adjustment of derivative		—		—			1,628			1.4	%		(1,628	)		(100.0	)%
Interest expense, net		4,567		3.0	%		4,753			4.1	%		(186	)		(3.9	)%
Interest expense, net - related party		607		0.4	%		—			—			607			100.0	%
Income (loss) before provision (benefit) for income taxes		13,830		9.1	%		(30,472	)		(26.0	)%		44,302			(145.4	)%
Income tax provision (benefit)		2,592		1.7	%		(7,313	)		(6.2	)%		9,905			(135.4	)%
Net income (loss)	$	11,238		7.4	%	$	(23,159	)		(19.8	)%	$	34,397			(148.5	)%

Net sales forthe thirteen weeks ended October ~~31, 2020 was flat as compared~~30, 2021 increased $34.5 million, or 29.4%, to ~~the thirteen weeks ended November 2, 2019.~~

~~The income tax benefit was $7.3~~$151.7 million from $117.2 million for the thirteen weeks ended October 31, ~~2020~~2020. The increase in net sales was due to total company comparable sales of 42.2%. Net sales benefited from strong full-price sales and lower levels of promotions as compared to ~~an income tax expense~~the third quarter of $1.8 million for the thirteen weeks ended November 2, 2019, while our effective tax rates for the same periods were 24.0% and 42.5%, respectively. The effective tax rate in the current period differs from the 21% statutory rate and was driven by the anticipated benefit from the CARES Act and change in valuation allowance, partially offset by the impact of state income taxes. The CARES Act provides for net operating losses in Fiscal Year ~~2020 to be carried back to earlier tax years with higher tax rates than~~2020; however, the ~~current year The effective tax rate for the thirteen weeks ended November 2, 2019 differs from the federal statutory rate primarily due to recurring items such as state income taxes.~~

~~Thirty-nine weeks ended October 31, 2020 Compared to Thirty-nine weeks ended November 2, 2019~~

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

For the Thirty-Nine Weeks Ended

Change from the Thirty-Nine Weeks Ended November 2, 2019 to the Thirty-Nine Weeks

(in thousands)

October 31, 2020

November 2, 2019

Ended October 31, 2020

Dollars

% of Net
Sales

Dollars

% of Net
Sales

$ Change

% Change

Net sales

$
300,829

100.0
%

$
523,281

100.0
%

$
(222,452
)

(42.5
)%
Costs of goods sold

126,645

42.1
%

194,736

37.2
%

(68,091
)

(35.0
)%
Gross profit

174,184

57.9
%

328,545

62.8
%

(154,361
)

(47.0
)%
Selling, general and administrative expenses

257,829

85.7
%

306,051

58.5
%

(48,222
)

(15.8
)%
Impairment of long-lived assets

27,493

9.1
%

2,064

0.4
%

25,429

1232.0
%
Impairment of goodwill

17,900

6.0
%

88,428

16.9
%

(70,528
)

(79.8
)%
Impairment of other intangible assets

6,620

2.2
%

7,000

1.3
%

(380
)

(5.4
)%
Operating loss

(135,658
)

(45.1
)%

(74,998
)

(14.3
)%

(60,660
)

80.9
%
Other expense

1,628

0.5
%

-

-

1,628

Interest expense, net

13,640

4.5
%

14,852

2.8
%

(1,212
)

(8.2
)%
Loss before provision for income taxes

(150,926
)

(50.2
)%

(89,850
)

(17.2
)%

(61,076
)

68.0
%
Income tax (benefit) provision

(38,464
)

(12.8
)%

132

-

(38,596
)

(29239.4
)%
Net loss

$
(112,462
)

(37.4
)%

$
(89,982
)

(17.2
)%

$
(22,480
)

25.0
%

Net sales for the thirty-nine weeks ended October 31, 2020 decreased $222.5 million, or 42.5%, to $300.8 million from $523.3 million for the thirty-nine weeks ended November 2, 2019. At the end of both of those same periods, we operated 276 and 290 retail stores, respectively. The decrease in total net sales versus the prior yearincrease was primarily driven by the ~~economic impacts caused by COVID-19, including~~continued recovery of sales in the ~~temporary closure~~stores which reopened near the end of ~~our~~the second quarter of Fiscal Year 2020. Our stores ~~for two to three months~~were temporarily closed during the first and second quarters of Fiscal Year 2020 as ~~well as~~a response to the ~~impact on customer spending. Essentially all of our~~COVID-19 pandemic. All stores were ~~reopened midway through~~open during the ~~second~~third quarter ~~following local mandates with reduced hours and enhanced health and safety protocols.~~of Fiscal Year 2021.

Our Retailchannel contributed ~~34.7%~~ 55.1% of our netsalesin the ~~thirty-nine~~thirteen weeks ended October 30, 2021 and 36.7% in the thirteen weeks ended October 31, ~~2020 and 57.5% in the thirty-nine weeks ended November 2, 2019.~~ 2020.Our Directchannel contributed ~~65.3%~~44.9% of our netsalesin the ~~thirty-nine~~thirteen weeks ended October 30, 2021 and 63.3% in the thirteen weeks ended October 31, ~~2020~~2020.We operated 260 and ~~42.5% in~~276 retail stores at the ~~thirty-nine weeks ended November 2, 2019.~~end of these same periods, respectively.

Gross profitforthe thirteen weeks ended October 30, 2021 increased $35.5 million, or 51.5%, to $104.5 million from $69.0 million for the ~~thirty-nine~~thirteen weeks ended October 31, ~~2020 decreased $154.4 million, or 47.0%, to $174.2 million from $328.5 million for the thirty-nine weeks ended November 2, 2019.~~ 2020.The gross margin for the ~~thirty-nine~~thirteen weeks ended October 30, 2021 was 68.9% compared to 58.9% for the thirteen weeks ended October 31, 2020. The gross margin for the thirteen weeks ended October 30, 2021 benefited from better full price selling and a lower level of promotional discounts, while the gross margin for the thirteen weeks ended October 31, 2020 was ~~57.9% compared~~negatively impacted by added promotions, markdowns and liquidation actions to ~~62.8%~~stimulate customer demand, particularly after the temporary closure of our stores.

Selling,generaland administrativeexpensesforthe thirteen weeks ended October 30, 2021 decreased $6.7 million, or 7.2%, to $85.5 million from $92.2 million for the ~~thirty-nine weeks ended November 2, 2019, inclusive of actions taken in both periods to clear excess inventory. While there were actions taken in both periods to liquidate inventories, the thirty-nine~~thirteen weeks ended October 31, ~~2020 was more negatively impacted than~~2020. The decrease is driven by a $13.9 million decrease in professional services expenses, a $1.5 million decrease in cancelled projects expense, a $1.1 million decrease in depreciation and amortization expense, and a $0.7 million decrease in occupancy expense, partially offset by a $5.5 million increase in compensation and benefits expenses, a $3.2 million increase in marketing expense, a $0.5 million increase in stock based compensation expense and a $0.3 million increase in shipping expense. Professional services expenses were higher in the prior ~~year.~~year due to costs associated with the debt restructuring agreement which was executed in the third quarter of Fiscal Year 2020. The decrease in occupancy costs is due to decreased rental expense from closing sixteen stores since November 1, 2020 and favorable lease renegotiations. The increase in compensation and benefits was primarily due to a $1.2 million increase in hourly and part-time wages which was driven by an increase in store operating hours compared to last year, a $3.7 million increase in incentive expenses, a $0.4 million increase in salaries and a $0.2 million increase in other benefits. The increase in marketing costs was primarily due to a $1.4 million increase in catalog costs and a $1.4 million increase in digital media expenses.

~~Selling,~~ As a percentageof netsales,selling,generaland administrativeexpenses were 56.4% for the ~~thirty-nine~~thirteen weeks ended October 30, 2021 compared to 78.6% forthe thirteen weeks ended October 31, 2020 decreased $48.2 million, or 15.8%, to $257.8 million from $306.1 million for the thirty-nine weeks ended November 2, 2019. In the thirty-nine weeks ended October 31, 2020, selling, general and administrative expenses included $23.0 million of nonrecurring expenses, primarily legal and advisory costs related to the debt restructuring and costs directly incurred in response to the COVID-19 pandemic.2020.

As a percentage of net sales, selling, general and administrative expenses were 85.7% for the thirty-nine weeks ended October 31, 2020 compared to 58.5% for the thirty-nine weeks ended November 2, 2019. Excluding the nonrecurring items mentioned previously, selling, general and administrative expenses as a percentage of total net sales were 78.4% for the thirty-nine weeks ended October 31, 2020 compared to 58.6% for the thirty-nine weeks ended November 2, 2019.Fair Value Adjustments

~~Other expense consists~~Fair value adjustments consist of the mark-to-market ~~adjustment on warrants and~~of derivative liabilities related to the debt restructuring consummated on September 30, 2020.

Interest expense, net, consists of interest expense on the Term Loan, ~~ABL Facility,~~ Priming Loan, Subordinated Facility and ~~Subordinated~~ABL Facility, partially offset by interest earned on cash. Interestexpense, net was $5.2 million and $4.8 million forthe thirteen weeks ended October 30, 2021 and October 31, 2020, respectively.

The incometax provision was $2.6 million for the thirteen weeks ended October 30, 2021compared to a benefit for income taxes of $7.3 million for the thirteen weeks ended October 31, 2020, while our effectivetaxratesforthesameperiods were 18.8% and 24.0%,respectively. The effective tax rate during the thirteen weeks ended October 30, 2021 differs from the federal statutory rate of 21.0% due primarily to the impacts of executive compensation limitations and valuation allowance adjustments related to state and local income taxes. The effective tax rate during the thirteen weeks ended October 31, 2020 was impacted by a benefit from the CARES Act, which was partially offset by the nondeductible goodwill impairment charge.

Thirty-nine weeks ended October 30, 2021 Compared to Thirty-nine weeks ended October 31, 2020

The followingtablesummarizesour consolidatedresultsof operationsfortheperiodsindicated:

	For the Thirty-Nine Weeks Ended												Change from the Thirty-Nine Weeks Ended October 31, 2020 to the Thirty-Nine Weeks
(in thousands)	October 30, 2021						October 31, 2020						Ended October 30, 2021
	Dollars			% of Net Sales			Dollars			% of Net Sales			$ Change			% Change
Net sales	$	440,053			100.0	%	$	300,829			100.0	%	$	139,224			46.3	%
Costs of goods sold		138,339			31.4	%		126,645			42.1	%		11,694			9.2	%
Gross profit		301,714			68.6	%		174,184			57.9	%		127,530			73.2	%
Selling, general and administrative expenses		250,516			56.9	%		257,829			85.7	%		(7,313	)		(2.8	)%
Impairment of long-lived assets		—			—			27,493			9.1	%		(27,493	)		(100.0	)%
Impairment of goodwill		—			—			17,900			6.0	%		(17,900	)		(100.0	)%
Impairment of indefinite-lived intangible assets		—			—			6,620			2.2	%		(6,620	)		(100.0	)%
Operating income (loss)		51,198			11.7	%		(135,658	)		(45.1	)%		186,856			(137.7	)%
Fair value adjustment of derivative		2,775			0.6	%		1,628			0.5	%		1,147			70.5	%
Fair value adjustment of warrants - related party		56,984			12.9	%		—			—			56,984			100.0	%
Interest expense, net		13,130			3.0	%		13,640			4.5	%		(510	)		(3.7	)%
Interest expense, net - related party		1,597			0.4	%		—			—			1,597			100.0	%
Loss before provision (benefit) for income taxes		(23,288	)		(5.3	)%		(150,926	)		(50.2	)%		127,638			(84.6	)%
Income tax provision (benefit)		8,430			1.9	%		(38,464	)		(12.8	)%		46,894			(121.9	)%
Net loss	$	(31,718	)		(7.2	)%	$	(112,462	)		(37.4	)%	$	80,744			(71.8	)%

Net sales for the thirty-nine weeks ended October 30, 2021 increased$139.2 million, or 46.3%, to $440.1 million from $300.8 million for the thirty-nine weeks ended October 31, 2020. The increase in net sales was due to total company comparable sales of 24.9%. Net sales benefited from strong full-price sales and lower levels of promotions as compared to the first thirty-nine weeks of Fiscal Year 2020; however, the increase was primarily driven by the reopening of our stores near the end of the second quarter of Fiscal Year 2020. Our stores were temporarily closed during the first and second quarter of Fiscal Year 2020 as a response to the COVID-19 pandemic. All stores were open during the first thirty-nine weeks of Fiscal Year 2021.

Our Retailchannel contributed 50.9% of our netsalesin the thirty-nine weeks ended October 30, 2021 and 34.7% in the thirty-nine weeks ended October 31, 2020.Our Directchannel contributed 49.1% of our netsalesin the thirty-nine weeks ended October 30, 2021 and 65.3% in the thirty-nine weeks ended October 31, 2020.We operated 260 and 276 retail stores at the end of these same periods, respectively.

Gross profitfor the thirty-nine weeks ended October 30, 2021 increased $127.5 million, or 73.2%, to $301.7 million from $174.2 million for the thirty-nine weeks ended October 31, 2020.The gross margin for the thirty-nine weeks ended October 30, 2021 was 68.6% compared to 57.9% for the thirty-nine weeks ended October 31, 2020. The gross margin for the thirty-nine weeks ended October 30, 2021 benefited from better full price selling and a lower level of promotional discounts, while the gross margin for the thirty-nine weeks ended October 31, 2020 was ~~flat as compared~~negatively impacted by added promotions, markdowns and liquidation actions to stimulate customer demand, particularly after the temporary closure of our stores.

Selling,generaland administrativeexpensesfor the thirty-nine weeks ended ~~November 2, 2019.~~

~~The income tax benefit was $38.5~~October 30, 2021 decreased $7.3 million, or 2.8%, to $250.5 million from $257.8 million for the thirty-nine weeks ended October 31, 2020. The decrease is driven by a $21.9 million decrease in professional services expenses, a $3.6 million decrease in depreciation and amortization, a $4.3 million decrease in occupancy expense, partially offset by a $17.4 million increase in compensation and benefits, a $2.4 million increase in marketing expense, a $1.8 million increase in credit card fees, and a $2.0 million increase in shipping costs. Professional services expenses were higher during the thirty-nine weeks ended October 31, 2020 due to costs associated with the debt restructuring agreement which was

executed in the third quarter of Fiscal Year 2020. The decrease in occupancy costs is due to decreased rental expense from closing sixteen stores since November 1, 2020 and favorable lease renegotiations. The increase in compensation and benefits was primarily due to a $7.4 million increase in hourly and part-time wages as the stores were open in Fiscal Year 2021, a $10.8 million increase in incentive expenses and a $1.5 million increase in benefits expense offset by a $3.0 million decrease in salaries expense. The increase in marketing costs was primarily due to a $3.0 million increase in digital media and retargeting expenses, partially offset by a $0.7 million decrease in catalog costs.

As a percentageof netsales,selling,generaland administrativeexpenses were 56.9% for the thirty-nine weeks ended October 30, 2021compared to ~~an income tax~~85.7% for the thirty-nine weeks ended October 31, 2020.

Fair value adjustments consist of the mark-to-market of derivative liabilities related to the debt restructuring consummated on September 30, 2020.

Interest expense, net, consists of ~~$0.1~~interest expense on the Term Loan, Priming Loan, Subordinated Facility and ABL Facility, partially offset by interest earned on cash. Interestexpense, netfor the thirty-nine weeks ended October 30, 2021 increased $0.6 million, or 3.7%, to $13.1 million from $13.6 million for the thirty-nine weeks ended ~~November 2, 2019. Our effective~~ October 31, 2020.

The incometax ~~rates~~provision was $8.4 million for the thirty-nine weeks ended October 30, 2021 compared to a benefit for income taxes of $38.5 million for the thirty-nine weeks ended October 31, 2020, while our effectivetaxratesforthesameperiods were ~~25.5%~~(36.1)% and ~~(0.1)%~~25.5%,respectively. The ~~higher~~ effective tax rate induring the ~~current period~~thirty-nine weeks ended October 30, 2021 is a negative rate due to the nondeductible fair value adjustments of the warrants and embedded derivative, as well the impact of executive compensation limitations and state and local income taxes. The effective tax rate during the thirty-nine weeks ended October 31, 2020 was ~~driven~~impacted by ~~the anticipated~~a benefit from the CARES Act, ~~as well as the impact of state income taxes,~~which was partially offset by the ~~impact on the effective tax rate from §162(m) officer compensation limitation, change in valuation allowance as well as the~~nondeductible goodwill impairment ~~charge, which has no associated tax benefit. The CARES Act provides for net operating losses in~~charge.

In response to the material adverse effect that the COVID-19 global pandemic had on our operations during Fiscal Year 2020, to be carried back to earlier tax years with higher tax rates than the current year. The difference in the effective tax rates is primarily due to goodwill impairment as well as well as recurring items including §162(m) officer compensation limitation, stock compensation and state income taxes.

~~The COVID-19 global pandemic and resulting store closures have had a material adverse effect on~~we improved our ~~operations, cash flows and liquidity. We have made significant progress~~financial flexibility by restructuring our existing debt, issuing additional debt, reducing ~~cash expenditures~~our expenses and maximizing cash receipts from our ~~direct~~direct-to-consumer business channel. During Fiscal Year 2021, we have achieved significant improvements in sales growth and gross margin expansion due to ~~consumer business channel such that~~the general improvements in the economy and our focus on driving full price sales as customer traffic trends improved. Though COVID-19 remains present in the United States and around the world, our current ~~base forecast projects~~projections show that we will have sufficient liquidity over the coming 12 months. However, considerable risk remains related to the performance of stores, the resilience of the customer in an uncertain economic climate, and the possibility of a resurgence of COVID-19 related market impacts in the ~~coming 12 months. If one or more of these risks materialize,~~foreseeable future, even when incorporating downside risk factors. Therefore, we ~~believe~~have now concluded that ~~our current sources of liquidity and capital will not be sufficient to finance our continued operations for at least the next 12 months. These risks raise~~ substantial doubt about the Company’s ability to continue as a going concern within one year after the date ~~these~~of issuance of the financial statements ~~have~~has been ~~issued.~~alleviated.

The material adverse effect caused by COVID-19 and inclusion of substantial doubt about the Company’s ability to continue as a going concern in the report of our independent registered public accounting firm on our accompanying financial statements for the fiscal year ended February 1, 2020 resulted in a failure by us to comply with the financial covenants contained in our ABL Facility and Term Loan agreements. As part of the TSA that was consummated on September 30, 2020 any non-compliance with the terms of the Existing Term Facility and ABL Facility were waived. Refer to Note 7, Debt, in the Notes to the Consolidated Financial Statements for further details regarding the debt facilities and the Transaction.

~~As of October 31, 2020, our total liquidity was $53.0 million, which represents our available cash and availability under our ABL Facility.~~ Our primary sources of liquidity and capital resources are cash generated from operating activities and availability under our ABL Facility, which has a maturity of May 8, 2023 so long as certain conditions related to the maturity of the term loan are met. As of October 30, 2021, we had $17.5 million in cash and $35.6 million of total availability under our ABL Facility. Our primary requirements for liquidity and capital are working capital and general corporate needs, including merchandise inventories, marketing, including catalog production and distribution, payroll, store occupancy costs and capital expenditures associated with opening new stores, remodeling existing stores and upgrading information ~~systems and the costs of operating as a public company.~~systems.

WeAlso, we have filed anour federal income tax return for Fiscal Year 2020 and expect to receive a refund ~~for $6.9~~in excess of $25.0 million, however, the timing and amount of ~~which we have received $5.9 million,~~such refund is not known with certainty at this time. The tax refund amount benefited from the ~~IRS related to the provision~~provisions under the ~~Coronavirus Aid, Relief and Economic Security~~CARES Act ~~(“CARES Act”)~~ enacted in March 2020 most significantly from the provision that ~~provides numerous~~allows for net operating losses in Fiscal Year 2020 to be carried back to earlier tax ~~provisions~~years with higher tax rates than the current year.

The Priming Credit Agreement includes customary negative covenants, including covenants limiting the ability of the Company to, among other things, incur additional indebtedness, create liens on assets, make investments, loans or advances, engage in mergers, consolidations, sales of assets and ~~other stimulus measures, including temporary suspension~~purchases, pay dividends and distributions, enter into transactions with affiliates, and make payments in respect of junior indebtedness. The Priming Credit Agreement also has certain ~~payment requirements for~~financial covenants (see Note 5 to the employer-paid portion of social security taxes, the creation of certain refundable employee retention credits, and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property.condensed consolidated financial statements included in this Form 10-Q). The Company ~~has elected to defer the employer-paid portion of social security taxes beginning~~is in compliance with ~~pay dates on and after April 1, 2020. We continue to evaluate the provisions of the CARES Act and the ways in which it could assist our business and improve our liquidity.~~ all covenants.

Under the Priming Credit Agreement, the Company has certain payment obligations during Fiscal Year 2021. On May 31, 2021, the Company had the choice to either (i) repay $4.9 million in aggregate principal amount of the loans under the Priming Credit Agreement, together with accrued and unpaid interest thereon or (ii) issue additional shares of Common Stock to the Priming Lenders in an amount equal to the greater of (I) 9.79% of the fully diluted shares of Common Stock as of October 1, 2020 less 656,717 shares and (II) a number of shares of Common Stock with an aggregate value of $0.5 million at the time of such issuance; provided, that the Priming Lenders shall not receive on such date shares of Common Stock having a value greater than $4.75 million (based on the volume-weighted average stock price of the preceding five trading days) at the time of such issuance. On May 31, 2021, the Company issued 272,097 shares to the Priming Lenders, with a value of approximately $5.2 million (based on the value of those shares as of close on that date), rather than repaying the $4.9 million since the minimum liquidity covenant would have increased to $25.0 million from $15.0 million if the Company had chosen to repay the $4.9 million of principal. In addition, the Priming Credit Agreement provides for a principal paydown of at least $25.0 million by August 30, 2021. The principal payment of $25.0 million, which was generated by operating cash flows, was made on August 27, 2021, avoiding additional PIK interest and fees.

Net cash ~~(used in)~~ provided by operating activities ~~declined~~increased by ~~$38.1~~$73.8 million dollars as compared to the prior year primarily due to cash generated from operating income as ~~cash-related~~compared to cash being used by an operating loss during the prior year. The higher cash generated by operating income was partially offset by the return to more normalized vendor payment terms during the quarter as well as the repayments of vendor liabilities that had been extended, including rents that were deferred during Fiscal Year 2020 by landlords due to the pandemic.

Net cash provided by operatingactivitiesduring the thirty-nine weeks ended October 30, 2021was $53.4 million.Key elementsof cash provided by operatingactivitieswere (i)netlossof $31.4 million,(ii)adjustmentsto reconcilenetincometo netcashprovidedby operatingactivitiesof $86.1 million,primarilydrivenby the noncash change in fair value of warrants, depreciationand amortization, deferred income taxes and noncash interest expense, partially offset by deferred rent incentives and adjustment for exited retail stores, and (iii) a use of cash ~~in the current year~~from netoperatingassetsand liabilitiesof $0.9 million,primarilydrivenby higher payments of accounts payable, partially due to ~~the impact of temporarily closing the stores in response to the COVID-19 pandemic, which included the temporary closure of our~~payments for merchandise inventory and rents for retail stores as compared to a source of cash in the prior year. The use of cash caused by the current year loss was offset in part by working capital improvements due to extending payment terms with our vendors and management of our inventory balances, as well as negotiating rent deferrals with certain landlords and withholding rent payments for certain retail locations that were ~~closed while we continue to negotiate amendments for those locations, totaling approximately $11.2 million.~~deferred into Fiscal Year 2021 from Fiscal Year 2020.

Net cash used in operatingactivitiesduring the thirty-nine weeks ended October 31, 2020 was $20.4 million.Key elements of cash ~~used in~~providedby operatingactivitieswere (i)net loss of $112.5 million,(ii)adjustmentsto reconcilenet incometo netcashprovidedby operatingactivitiesof $67.3 million,primarilydrivenby impairment of goodwill and ~~indefinite-lived~~ intangible assets, impairment of long-lived assets and depreciation and amortization, partially offset by deferred income taxes, and (iii) a source of cash from netoperatingassetsand liabilitiesof $24.8 million,primarily driven by increases in accounts payable and accrued ~~liabilities.~~

Net cash provided by operating activities during the thirty-nine weeks ended November 2, 2019 was $17.7 million. Key elements of cash provided by operating activities were (i) net loss of $90.0 million, and (ii) adjustments to reconcile net income to net cash provided by operating activities of $121.4 million, primarily driven by depreciation and amortization and equity based compensation and noncash amortization of deferred financing and debt discount costs,expenses partially offset by ~~deferred income taxes, and (iii) use of cash from net operating assets and liabilities of $13.7 million, primarily driven by higher inventory, accounts receivable and~~increase in prepaid expense and other current ~~assets levels, partially offset by higher accrued expense levels.~~assets.

Net cash used in investingactivitiesduring the thirty-nine weeks ended October 30, 2021 was $2.5 million,representingpurchasesof propertyand equipment. Purchases were lower during the thirty-nine weeks ended October 30, 2021 than the thirty-nine weeks ended October 31, 2020 due to our focus on conserving cash and there being no new store openings in Fiscal Year 2021.

Net cash used in investingactivitiesduring the thirty-nine weeks ended October 31, 2020was $3.0 million,representingpurchasesof propertyand equipmentrelatedinvestments in storesand information systems.

Net cash used in financing activities declined $49.0 million as compared to the prior year as net borrowings under the ABL Facility decreased ~~$10.5 million~~due to ~~$3.0 million compared to~~the lessened impact of the COVID-19 pandemic.

Net cash used in financingactivitiesduring the thirty-nine weeks ended ~~November 2, 2019, representing efforts~~October 30, 2021was $37.9 million,which was driven by the $25.0 million voluntary principal payment on the Priming Loan, which was made to ~~reduce capital expenditures in order to preserve cash in response to COVID-19.~~

~~Net Cash provided by (used in) Financing Activities~~avoid increased PIK interest and fees.

Net cash provided by financing activities during the thirty-nine weeks ended October 31, 2020 was $11.1 million, which was driven primarily by ~~the borrowing~~increased borrowings under the ~~Subordinated Facility, partially offset by principal payments on the Term Loan and Priming Loan.~~

~~Net cash used in financing activities during the thirty-nine weeks ended November 2, 2019 was $53.4 million, which was driven primarily by the special dividend paid to shareholders.~~ABL Facility.

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

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

~~At October 31, 2020 and at February 1, 2020 there~~There were no ~~loan amounts~~short-term borrowings outstanding under the Company’s ABL ~~Facility.~~Facility as of October 30, 2021 and $11.1 million of short-term borrowings outstanding as of January 30, 2021. At October ~~31, 2020~~30, 2021 and ~~February 1, 2020,~~January 30, 2021, the Company had outstanding letters of credit in the ~~amount~~amounts of ~~$2.7~~$4.4 million and ~~$1.7~~$2.9 million, respectively, and had a maximum additional borrowing capacity of ~~$37.3~~$35.6 million and ~~$38.3~~$23.8 million, respectively.

The Company’s contractual obligations consist primarily of debt obligations, interest payments, operating leases and purchase orders for merchandise inventory. These contractual obligations impact the Company’s short-term and long-term liquidity and capital resource needs. During the thirty-nine weeks ended October 31, 2020, as a result of COVID-19 related temporary store closures, the Company was unable to maintain compliance with certain of its non-financial and financial covenants.

We are subject to various legal proceedings that arise in the ordinary course of business. Although the outcome of such proceedings cannot be predicted with certainty, management does not believe that we are presently party to any legal proceedings the resolution of which management believes would have a material adverse effect on our business, financial condition, operating results or cash flows. We establish reserves for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable.

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

Our significant accounting policies related to these accounts in the preparation of our condensed consolidated financial statements are described under the heading “Management Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Significant Estimates” in our 2020 Annual ~~Report on Form 10-K for the fiscal year ended February 1, 2020.~~Report. As of the date of this filing, there were no significant changes to any of the critical accounting policies and estimates previously described in our 2020 Annual ~~Report on Form 10-K.~~Report.

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

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

These forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. ~~Important factors that could cause actual results to differ materially from~~

those in the forward-looking statements include, but are not limited to, 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 on the Company and the economy as a whole; 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; 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. All written and oral forward-looking statements made in connection with this Quarterly Report ~~on Form 10-Q~~ that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by the Risk Factors set forth in our 2020 Annual Report ~~on Form 10-K for the year ended February 1, 2020~~ and other cautionary statements included therein and herein.

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

Item 3. Quantitative and ~~Qualitati~~veQualitative Disclosures About Market Risk

~~We are subject~~There have been no material changes in our exposure to ~~interest rate~~market risk ~~in connection with borrowings under~~during the ~~Term Loan, ABL Facility, Priming Loan~~third quarter of Fiscal Year 2021. For a discussion of the Company’s exposure to market risk, refer to Part II, Item 7A, “Quantitative and ~~Subordinated Facility, which bear interest at variable rates equal to LIBOR plus a margin as defined~~Qualitative Disclosures About Market Risk,” contained in the ~~respective agreements described above. As of October 31,~~Company’s 2020 there was no outstanding balance under the ABL Facility, and $2.7 million letters of credit outstanding. The undrawn borrowing availability under the ABL Facility was $37.3 million and the amount outstanding under the Term Loan had decreased to $4.9 million ($5.0 million principal) as $223.5 million ($230.5 million principal) of Priming Loans were exchanged for 97.9% of the Term Loan as a result of the debt restructuring. Additionally, as part of the debt restructuring, we borrowed $15.0 million of principal ($2.9 million carrying value) under the Subordinated Facility. We currently do not engage in any interest rate hedging activity. Based on the schedule of outstanding borrowings as of October 31, 2020, a 10% change in our current interest rate would affect net income by an estimated $1.2 million during Fiscal Year 2020.Annual Report.

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

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

~~Our management, under the supervision~~have conducted an evaluation of ~~our Chief Executive Officer and Chief Financial Officer, evaluated~~ the effectiveness of ~~our~~ disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this Quarterly ~~Report~~Report. Based on ~~Form-10-Q~~that evaluation, the Chief Executive Officer and Chief Financial Officer concluded ~~that,~~ as of October ~~31, 2020, our~~30, 2021, that the disclosure controls and procedures ~~were effective.~~are effective in ensuring that all material information required to be filed in this Quarterly Report has been recorded, processed, summarized and reported when required and the information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

~~As previously disclosed in Item 9A of our Annual Report on Form 10-K for the Fiscal Year ended February 1, 2020, management identified a material weakness~~There have not been any changes in the control activities environment component of internal control as the Company did not appropriately design and maintain controls related to the accounting for goodwill and tradename impairment. Specifically, control activities were not designed and maintained over the review of the allocation of the carrying value of net assets to the reporting units used in the goodwill and tradename impairment analysis.

Due to the actions taken by the Company to enhance existing controls and procedures, management has concluded that this material weakness has been remediated as of October 31, 2020. During the quarter ended October 31, 2020 to remediate this material weakness, we enhanced the level of review of the allocation of the carrying value of the Company’s ~~net assets to its reporting units by clearly defining the review steps to be performed and adding a secondary review.~~

~~We tested the operating effectiveness of the review procedures performed and found the procedures to be operating effectively.~~ Based on our testing, we concluded that the enhanced controls and procedures implemented directly address the risk of material misstatement due to a misallocation of the carrying value of net assets to the reporting units used in the goodwill and tradename impairment analysis.

A~~s described above under “Remediation of Previously Reported Material Weakness”, there were changes in our~~ internal control over financial reporting ~~(as defined in Rules 13a-15(e) and 15d-15(e) under~~that occurred during the ~~Act) during~~third quarter of Fiscal Year 2021 that have materially affected, or are reasonably likely to materially affect, the~~fiscal quarter ended October 31, 2020.~~ Company’s internal control over financial reporting.

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

~~The updated risk factors below arose primarily due to COVID-19. Additional factors~~Factors that could cause our actual results to differ materially from those in this report are described under the heading “Risk Factors” in ~~our~~our 2020 Annual ~~Report on Form 10-K for the fiscal year ended~~ ~~February 1, 2020~~.Report. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. As of the date of this Quarterly Report, ~~on Form 10-Q,~~ there have been no ~~other~~ material changes to the risk factors previously disclosed in our 2020 Annual ~~Report on Form 10-K.~~Report. However, additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations and we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

~~The novel coronavirus (COVID-19) pandemic has disrupted and may further disrupt our business, which has and could further materially adversely affect our operations and business and financial results.~~

The novel coronavirus (COVID-19) pandemic has had a material adverse effect on our business. The extent to which COVID-19 and other epidemics, disease outbreaks, or public health emergencies will impact our business, liquidity, financial condition, and results of operations, depends on numerous evolving factors that we may not be able to accurately predict or assess, including the duration and scope of the pandemic, epidemic, disease outbreak, or public health emergency; the negative impact on the economy; the short and longer-term impacts on the demand for retail and levels of consumer confidence; our ability to successfully navigate the impacts; government action, including restrictions on congregating in heavily populated areas, such as malls and shopping centers; and increased unemployment and reductions in consumer discretionary spending. Even if a virus or other disease does not spread significantly, the perceived risk of infection or health risk may damage our reputation and adversely affect our business, liquidity, financial condition, and results of operations.

The sustained current outbreak and continued spread of COVID-19 has caused economic disruption, including wide scale unemployment, and it is possible that it could cause a global recession. There is a significant degree of uncertainty and lack of visibility as to the extent and duration of any such slowdown or recession.

The spread of COVID-19 has also caused us to modify our business practices (including employee travel, employee work locations, cancellation of physical participation in meetings, events and conferences, and social distancing measures), and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers, partners, vendors, and suppliers. Work-from-home and other measures introduce additional operational risks, including cybersecurity risks, and have affected the way we conduct our business, which could have an adverse effect on our operations. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus, and illness and workforce disruptions could lead to unavailability of key personnel and harm our ability to perform critical functions. We cannot predict when our business will return to normalized levels. This is especially due to the fact that as certain markets have reopened, some of them have since experienced a resurgence of COVID-19 cases. In the event of additional waves of COVID-19 spread, it is unclear whether the same mitigation or containment measures taken by various governments (including at the federal, state and local level) or private enterprises will be continued or re-implemented, or if different measures will be implemented and what impact such measures will have on the national or global economy. In addition, it is possible that despite additional waves of COVID-19, an increasing number of Americans who have emerged from the initial waves of COVID-19 will be less willing to return to such conditions, which could exacerbate the course of the pandemic.

The degree to which the COVID-19 pandemic impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the possibility of a “second wave” of COVID-19, the actions to contain the virus or treat its impact, other actions taken by governments, businesses, and individuals in response to the virus and resulting economic disruption, and how quickly and to what extent normal economic and operating conditions can resume. We are similarly unable to predict the degree to which the pandemic will impact our customers, suppliers and other partners, and their financial conditions, but a material effect on these parties could also adversely affect us.

~~We recently completed a financial restructuring of the Company’s capital structure and indebtedness on an out-of-court basis.~~

As previously reported, on August 31, 2020, the Company, the Borrower and each of their direct and indirect subsidiaries entered into the TSA with the Consenting Lenders and the Subordinated Lenders to support the Transaction on the terms set forth in the TSA. Subsequently, on September 11, 2020, the Company received the consent of the term loan lenders representing more than 95.0% of the aggregate outstanding principal amount of the term loan claims under the Company’s existing term loan facility (the “Existing Term Facility”) to proceed with the documentation and consummation of the Transaction on an out-of-court basis, pursuant to the terms and conditions set forth in the out-of-court term sheet attached as Exhibit A to the TSA (the “Out-of-Court Term Sheet”).

Pursuant to the Out-of-Court Term Sheet, the Company has implemented the following series of transactions (a) an amendment of the Company’s Existing Term Loan Facility to, among other things, waive any non-compliance with the terms of the Existing Term Facility, (b) entry into the Priming Credit Agreement, the proceeds of which have been used to repurchase the term loans under the Existing Term Loans from the Consenting Lenders, (c) an amendment of the ABL Facility, to, among other things, waive any noncompliance with the terms of the ABL Facility, and (d) the provision by the Subordinated Lenders of new capital pursuant to the Subordinated Facility.

It is possible that our recent financial restructuring could adversely affect our business and relationships with customers, employees, suppliers and government authorities. Due to uncertainties, many risks may exist, including the following:

The occurrence of one or more of these events could have a material and adverse effect on our operations, financial condition and reputation. We cannot assure you that having been subject to a financial restructuring will not adversely affect our operations in the future.

If we cannot regain compliance with the NYSE’s continuing listing requirements and rules, the NYSE may delist our common stock, which could negatively affect our company, the price of our common stock and your ability to sell our common stock.

On March 6, 2020, we received notice from the NYSE informing us that we were no longer in compliance with the NYSE continued listing standards set forth in Section 802.01B of the NYSE’s Listed Company Manual due to the fact that our average global market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, our shareholders’ equity was less than $50 million.

In accordance with the NYSE listing requirements, we have submitted a plan that demonstrates how we expect to return to compliance with Section 802.01B. We received notification on June 5, 2020 that our submitted plan was accepted by the NYSE. There can be no assurances that the Company will maintain compliance with the plan. If we are unable to comply with the plan or we are unable to meet the continued listing standards by November 15, 2021, we will be subject to the prompt initiation of NYSE suspension and delisting procedures.

On March 24, 2020, we received notice from the NYSE informing us that we were no longer in compliance with the NYSE continued listing standards set forth in Section 802.01C of the NYSE’s Listed Company Manual due to the fact that our average closing share price over a consecutive 30 trading-day period was less than $1. On November 9, 2020, the Company filed a Certificate of Amendment to the Certificate of Incorporation of the Company with the Secretary of State of Delaware to effect a 1-for-5 reverse split of the shares of the Company’s common stock. As a result of the 1-for-5 reverse split, the Company has regained compliance with Section 802.01C.

If we are unable to satisfy the NYSE criteria for continued listing, our common stock would be subject to delisting. A delisting of our common stock could negatively impact us by, among other things, reducing the liquidity and market price of our common stock; reducing the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing; decreasing the amount of news and analyst coverage of us; and limiting our ability to issue additional securities or obtain additional financing in the future. In addition, delisting from the NYSE may negatively impact our reputation and, consequently, our business.

Pursuant to the Priming Credit Agreement, the Company issued 656,717 shares of common stock to the Priming Lenders, and pursuant to the Subordinated Facility, the Company issued 3,720,109 Warrants to purchase 3,720,109 shares of common stock to the Subordinated Lenders (after giving effect to the 1-for-5 stock split described herein). The common stock issuance and the Warrant issuance were undertaken in reliance upon the exemptions from registration provided by Regulation D and Section 4(a)(2) of the Securities Act, respectively.None.

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

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

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

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

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

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (Unaudited)	2
	Condensed Consolidated Statements of Operations and Comprehensive ~~Income (Loss)~~Loss (Unaudited)	3
	Condensed Consolidated ~~Statement~~Statements of Shareholders’ ~~Equity~~Deficit (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1815
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2824
Item 4.	Controls and Procedures	2924
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	3025
Item 1A.	Risk Factors	3025
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3225
Item 3.	Defaults Upon Senior Securities	3225
Item 4.	Mine Safety Disclosures	3225
Item 5.	Other Information	3225
Item 6.	Exhibits	3225
Exhibit Index		3326
Signatures		3527

	October 31, 2020		February 1, 2020		October 30, 2021		January 30, 2021
Contract liabilities:
Signing bonus	$	400	$	506	$	259	$	365
Unredeemed gift cards		5,444		7,264		5,280		6,818
Total contract liabilities⁽¹⁾	$	5,845	$	7,770	$	5,539	$	7,183

Fiscal Year	Estimated Amortization Expense
2021	$	1,377
2022		7,585
2023		6,990
2024		5,407
2025		4,705
Thereafter		22,713
Total	$	48,777

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

Goodwill at February 2, 2019	$	197,026
Impairment losses		(119,429	)
Balance, February 1, 2020		77,597
Impairment losses		(17,900	)
Balance, October 31, 2020	$	59,697

Goodwill at February 1, 2020	$	77,597
Impairment losses (first quarter)		(17,900	)
Balance, January 30, 2021		59,697
Impairment losses		0
Balance, October 30, 2021	$	59,697

	February 1, 2020		Cash Payments		Adjustments		October 31, 2020		Program Costs to Date October 31, 2020
Employee separation costs	$	216	$	131	$	85	$	—	$	1,402
Other		39		1		38		—		195
Total restructuring costs	$	255	$	132	$	123	$	—	$	1,597

	Carrying value of debt
	October 31, 2020			February 1, 2020
Term Loan (principal of $5,022 and $237,579, respectively)	$	4,911		$	233,999
Priming Loan (principal of $230,457)		223,525			-
Subordinated Facility (principal and paid-in kind interest of $15,168)		2,910			-
Less: Current portion		(2,799	)		(2,799	)
Net long-term debt	$	228,547		$	231,200

			Fair Value
	Carrying Value		Level 1		Level 2		Level 3
Financial instruments not carried at fair value:
Total debt	$	208,678	$	—	$	210,177	$	—
Total financial instruments not carried at fair value	$	208,678	$	—	$	210,177	$	—

Lease Cost	Classification	For the Thirteen Weeks Ended October 31, 2020		For the Thirteen Weeks Ended November 2, 2019		For the Thirty-Nine Weeks Ended October 31, 2020		For the Thirty-Nine Weeks Ended November 2, 2019
Operating lease cost	SG&A Expenses	$	10,803	$	12,054	$	33,545	$	35,426
Variable lease cost	SG&A Expenses		366		976		1,262		2,516
Total lease cost		$	11,169	$	13,030	$	34,807	$	37,942

~~Lease Term and Discount Rate~~	~~October 31, 2020~~
~~Weighted-average remaining lease term (in years)~~
~~Operating leases~~		~~6.7~~
~~Weighted-average discount rate~~
~~Operating leases~~		~~6.6~~	%

Fiscal Year	Operating Leases⁽¹⁾
2020	$	8,396
2021		50,312
2022		43,772
2023		40,603
2024		34,957
Thereafter		99,522
Subtotal		277,562
Less: Imputed interest		54,740
Present value of lease liabilities	$	222,822

	For the Thirteen Weeks Ended											Change from the Thirteen Weeks Ended November 2, 2019 to the Thirteen Weeks
	October 31, 2020						November 2, 2019					Ended October 31, 2020
(in thousands)	Dollars			% of Net Sales			Dollars		% of Net Sales			$ Change			% Change
Net sales	$	117,224			100.0	%	$	166,085		100.0	%	$	(48,861	)		(29.4	)%
Costs of goods sold		48,225			41.1	%		59,137		35.6	%		(10,912	)		(18.5	)%
Gross profit		68,999			58.9	%		106,948		64.4	%		(37,949	)		(35.5	)%
Selling, general and administrative expenses		92,184			78.6	%		97,972		59.0	%		(5,788	)		(5.9	)%
Impairment of long-lived assets		906			0.8	%		—		0.0	%		906
Operating (loss) income		(24,091	)		(20.6	)%		8,976		5.4	%		(33,067	)		(368.4	)%
Other expense		1,628			1.4	%		-		-			1,628
Interest expense, net		4,753			4.1	%		4,826		2.9	%		(73	)		(1.5	)%
(Loss) income before provision for income taxes		(30,472	)		(26.0	)%		4,150		2.5	%		(34,622	)		(834.3	)%
Income tax (benefit) provision		(7,313	)		(6.2	)%		1,763		1.1	%		(9,076	)		(514.8	)%
Net (loss) income	$	(23,159	)		(19.8	)%	$	2,387		1.4	%	$	(25,546	)		(1070.2	)%

Exhibit Number		Description
3.1		Certificate of Incorporation of J.Jill, Inc. (incorporated by reference from Exhibit 3.1 to the Company’s Form 10-K, filed on April 28, 2017 (File No. 0001-38026)).

3.2		Certificate of Amendment to the Certificate of Incorporation of J.Jill, Inc. (incorporated by reference from Exhibit 3.1 to the Company’s Form 8-K, filed on November 9, 2020 (File No. 001-38026)).

3.3		Bylaws of J.Jill, Inc. (incorporated by reference from Exhibit 3.2 to the Company’s 10-K, filed on April 28, 2017 (File ~~No.001-38026))~~.

~~10.1~~		Amendment No. 2 to Term Loan Credit Agreement, Consent and Waiver, dated as of September 30, 2020, by and among J.Jill, Inc. (as successor to Jill Holdings LLC), as holdings, Jill Acquisition LLC, as the borrower, the Required Lenders (as defined therein) and Wilmington Trust, National Association, as administrative agent and collateral agent (incorporated by reference from Exhibit 10.1 to the Company’s Form 8-K, filed on October 2, 2020 (File No. 001-38026)).

~~10.2~~31.1*		Priming Credit Agreement, dated as of September 30, 2020, by and among J.Jill. Inc., J.Jill Acquisition LLC, as the borrower, the lenders party thereto from time to time and Wilmington Trust, National Association, as administrative agent and collateral agent (incorporated by reference from Exhibit 10.2 to the Company’s Form 8-K, filed on October 2, 2020 (File No. 001-38026)).

~~10.3~~		Subordinated Credit Agreement, dated as of September 30, 2020, by and among J.Jill, Inc., Jill Acquisition LLC, as the borrower, the lenders party thereto from time to time and Wilmington Trust, National Association, as administrative agent and collateral agent (incorporated by reference from Exhibit 10.3 to the Company’s Form 8-K, filed on October 2, 2020 (File No. 001-38026)).

10.4*		~~Amendment No. 3 to ABL Credit Agreement and Waiver, dated as of October 16, 2020, effective as of September 30, 2020 by and among Jill Acquisition LLC (File No. 001-38026).~~

~~10.5~~		Amendment No. 4 to ABL Credit Agreement and Waiver, dated as of September 30, 2020 by and among Jill Acquisition LLC (incorporated by reference from Exhibit 10.4 to the Company’s Form 8-K, filed on October 2, 2020 (File No. 001-38026)).

~~10.6~~		Warrant Agreement, dated as of October 2, 2020, by and among J.Jill, Inc. and American Stock Transfer & Trust Company, LLC (incorporated by reference from Exhibit 10.5 to the Company’s Form 8-K, filed on October 2, 2020 (File No. 001-38026)).

10.7*		~~Amendment to Warrant Agreement, amended as of December 4, 2020, by and among J.Jill, Inc. and American Stock Transfer & Trust Company, LLC (File No. 001-38026).~~

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

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

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

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

101.INS		Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document


101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101)

	J.Jill, Inc.

Date: December ~~11, 2020~~14, 2021	By:	/s/ ~~James Scully~~Claire Spofford
		~~James Scully~~Claire Spofford
		~~Interim~~ Chief Executive Officer

Date: December ~~11, 2020~~14, 2021	By:	/s/ Mark Webb
		Mark Webb
		Executive Vice President, ~~and~~ Chief Financial Officer/Chief Operating Officer