Debt | 5. Debt The components of the Company’s outstanding long-term debt at October 29, 2022 and January 29, 2022 were as follows (in thousands): At October 29, 2022 Outstanding Balance Original Issue Discount Capitalized Fees & Expenses Balance Sheet Priming Term Loan due 2024 $ 202,033 $ ( 930 ) $ ( 1,918 ) $ 199,185 Subordinated Term Loan due 2024 19,748 — ( 11,320 ) 8,428 Totals 221,781 ( 930 ) ( 13,238 ) 207,613 Less: Current portion ( 2,739 ) — — ( 2,739 ) Net long-term debt $ 219,042 $ ( 930 ) $ ( 13,238 ) $ 204,874 At January 29, 2022 Outstanding Balance Original Issue Discount Capitalized Fees & Expenses Balance Sheet Existing Term Loan due 2022 $ 4,963 $ ( 10 ) $ — $ 4,953 Priming Term Loan due 2024 203,403 ( 1,356 ) ( 2,797 ) 199,250 Subordinated Term Loan due 2024 17,829 — ( 12,224 ) 5,605 Totals 226,195 ( 1,366 ) ( 15,021 ) 209,808 Less: Current portion ( 7,692 ) — — ( 7,692 ) Net long-term debt $ 218,503 $ ( 1,366 ) $ ( 15,021 ) $ 202,116 Existing Term Loan The Company was party to a term loan credit agreement, dated May 8, 2015, as amended, until it was re-paid on May 8, 2022 . Priming Term Loan The Company is party to a senior secured priming term loan facility, dated September 30, 2020 (the “Priming Loan” and, the lenders thereunder, the “Priming Lenders”). The maturity date of the Priming Credit Agreement is May 8, 2024 , and the loans under the Priming Credit Agreement bear interest at the Company’s election at: (1) Base Rate (as defined in the Priming Credit Agreement) plus 4.00 % or (2) LIBOR plus 5.00 %, with a minimum LIBOR per annum of 1.00 %, with the interest payable on a quarterly basis. The Priming Credit Agreement offered the option to make a principal paydown of at least $ 25.0 million by August 30, 2021; otherwise, there would be a paid-in-kind (“PIK”) interest rate increase and a PIK fee. On August 27, 2021, the Company made the principal paydown of $ 25.0 million to avoid additional PIK and interest fees. In accordance with the Priming Credit Agreement, on May 31, 2021, the Company had the choice (the “May 31, 2021 Option”) to either (i) repay a stated 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 as defined in the Priming Credit Agreement. 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 on the value of those shares as of close on that date). 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. 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 $ 15.0 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 expenditures of $ 20.0 million annually. As of October 29, 2022 and January 29, 2022 , the Company was in compliance with all covenants. Subordinated Term Loan On September 30, 2020, the Company entered into a subordinated facility, with the Subordinated Lenders (as defined in Note 10, Related Party Transactions ), 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 (the “Subordinated Facility”). The maturity date of the Subordinated Facility is November 8, 2024 . Loans under the Subordinated Facility 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 $ 23.0 million annually. The difference between the carrying value of the subordinated facility debt and the principal amount is being accreted over the term of the debt using the effective interest method. As of October 29, 2022 and January 29, 2022 , the Company was in compliance with all covenants. On May 31, 2021, in accordance with the Subordinated Facility, the Company issued warrants to the Subordinated Lenders . See Note 8 , Net Income (Loss) Per Share for additional information regarding the warrants. Asset-Based Revolving Credit Agreement The Company is party to a secured $ 40.0 million asset-based revolving credit facility agreement (the “ABL Facility”). On April 15, 2022, the Company entered into an Amendment No. 5 to its ABL Credit Agreement (the “ABL Amendment”), by and among the Company, Jill Acquisition LLC, J.Jill Gift Card Solutions, Inc., Jill Intermediate LLC, the other guarantors party thereto from time to time, the other lenders party thereto from time to time and CIT Finance LLC, as the administrative agent and collateral agent. The ABL Amendment (i) extended the maturity date of the ABL Facility from May 8, 2023 to May 8, 2024, provided that if by November 4, 2023, the Priming Loan maturity date has not been appropriately extended to a date that is at least November 4, 2024, then the ABL Facility maturity date shall automatically be deemed to be November 4, 2023, and (ii) changed the benchmark interest rate applicable to the loans under the ABL Facility from LIBOR to the forward-looking secured overnight financing rate. Borrowings under the ABL Facility are secured by a first lien on accounts receivable and inventory. In connection with the ABL Facility, the Company is subject to various financial reporting (including with respect to liquidity), financial and other covenants. Affirmative covenants include providing timely quarterly and annual financial statements and prompt notification of the occurrence of any event of default or any other event, change or circumstance that has had, or could reasonably be expected to have, a material adverse effect as defined in the ABL Facility. In addition, there are negative covenants, including certain restrictions on the Company’s ability to incur additional indebtedness, create liens, enter into transactions with affiliates, transfer assets, pay dividends, consolidate or merge with other entities, make advances, investments and loans or modify its organizational documents. The ABL Facility also includes certain financial maintenance covenants, including a requirement to maintain a fixed charge coverage ratio greater than or equal to 1.00 :1.00 if availability under the ABL Facility is less than specified levels. As of October 29, 2022 and January 29, 2022, the Company was in compliance with all covenants. The Company had no short-term borrowings under the Company’s ABL Facility as of October 29, 2022 and January 29, 2022. The Company’s available borrowing capacity under the ABL Facility as of October 29, 2022 and January 29, 2022 was $ 33.0 million and $ 22.6 million, respectively. As of October 29, 2022 and January 29, 2022, there were outstanding letters of credit of $ 7.0 million and $ 4.5 million, respectively which reduced the availability under the ABL Facility. As of October 29, 2022 , the maximum commitment for letters of credit was $ 10.0 million. |