☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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 ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ 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 12, 2017,~~May 31, 2023, the registrant had ~~43,747,944~~10,585,346 shares of common stock, $0.01 par value per share, outstanding.


	October 28, 2017		January 28, 2017		April 29, 2023			January 28, 2023
Assets
Current assets:
Cash	$	25,806	$	13,468
Cash and cash equivalents					$	27,891		$	87,053
Accounts receivable		9,062		3,851		8,153			7,039
Inventories, net		85,406		66,641		53,788			50,585
Prepaid expenses and other current assets		16,385		18,559		17,313			16,143
Receivable from related party		—		1,922
Total current assets		136,659		104,441		107,145			160,820
Property and equipment, net		113,126		102,322		53,791			53,497
Intangible assets, net		152,591		163,483		71,452			73,188
Goodwill		197,026		197,026		59,697			59,697
Operating lease assets, net						115,564			119,118
Other assets		743		1,033		318			97
Total assets	$	600,145	$	568,305	$	407,967		$	466,417
Liabilities and Shareholders’ / Members’ Equity
Liabilities and Shareholders’ Equity (Deficit):
Current liabilities:
Accounts payable	$	56,524	$	38,438	$	41,858		$	39,306
Accrued expenses and other current liabilities		48,324		46,121		38,846			49,730
Current portion of long-term debt		2,799		2,799		8,750			3,424
Current portion of operating lease liabilities						34,160			34,527
Total current liabilities		107,647		87,358		123,614			126,987
Long-term debt, net of discount and current portion		244,078		264,440		151,787			195,517
Long-term debt, net of discount - related party						—			9,719
Deferred income taxes		71,169		73,511		9,956			10,059
Operating lease liabilities, net of current portion						118,361			123,101
Other liabilities		27,526		20,132		924			1,253
Total liabilities		450,420		445,441		404,642			466,636
Commitments and contingencies (see Note 9)
Shareholders’ / Members’ Equity
Common stock, par value $0.01 per share; 250,000,000 shares authorized; 43,747,944 shares issued and outstanding at October 28, 2017		437		—
Common units, zero par value, 1,000,000 units authorized, issued and outstanding at January 28, 2017		—		—
Contributed capital		—		116,743
Commitments and contingencies (see Note 11)
Shareholders’ Equity (Deficit)
Common stock, par value $0.01 per share; 50,000,000 shares authorized; 10,580,802 and 10,165,361 shares issued and outstanding at April 29, 2023 and January 28, 2023, respectively						107			102
Additional paid-in capital		117,150		—		210,948			212,005
Accumulated earnings		32,138		6,121
Total shareholders’ / members’ equity		149,725		122,864
Total liabilities and shareholders’ / members’ equity	$	600,145	$	568,305
Accumulated deficit						(207,730	)		(212,326	)
Total shareholders’ equity (deficit)						3,325			(219	)
Total liabilities and shareholders’ equity (deficit)					$	407,967		$	466,417

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

CONDENSED CONSOLIDATED ~~STATEMENT~~STATEMENTS OF SHAREHOLDERS’ ~~/ MEMBERS’~~ EQUITY (DEFICIT) (UNAUDITED)

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

~~5. Earnings~~8. Net Income Per Share

The following table summarizes the computation of basic and diluted net income 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 28, 2017

October 29, 2016

October 28, 2017

October 29, 2016

Numerator

Net income attributable to common shareholders:

$
5,994

$
7,808

$
26,017

$
22,030

Denominator

Weighted average number of common shares outstanding, basic:

41,731,765

43,747,944

41,933,244

43,747,944

Dilutive effect of restricted shares

1,822,235

—

1,535,602

—

Weighted average number of common shares outstanding, diluted:

43,554,000

43,747,944

43,468,846

43,747,944

Net income per common share attributable to common shareholders, basic:

$
0.14

$
0.18

$
0.62

$
0.50

Net income per common share attributable to common shareholders, diluted:

$
0.14

$
0.18

$
0.60

$
0.50


	For the Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
Numerator
Net income attributable to common shareholders	$	4,596	$	14,415
Denominator
Weighted average number of common shares outstanding		10,431,506		10,065,969
Assumed exercise of warrants		3,819,305		3,808,577
Weighted average common shares, basic		14,250,811		13,874,546
Dilutive effect of equity compensation awards		259,197		296,536
Weighted average common shares, diluted		14,510,008		14,171,082
Net income per common share, basic	$	0.32	$	1.04
Net income per common share, diluted	$	0.32	$	1.02

~~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. ~~Such awards are excluded because they would have an antidilutive effect. There were 277,006~~Accordingly, 35,195 and ~~270,090 such awards excluded~~162,406 shares for the thirteen ~~and thirty-nine~~ weeks ended ~~October 28, 2017. There~~April 29, 2023 and April 30, 2022, respectively, were ~~no awards~~ excluded ~~for~~from the diluted earnings per share calculation because their inclusion would be antidilutive.

For the thirteen ~~and thirty-nine~~ weeks ended ~~October~~April 29, ~~2016.~~2023 and April 30, 2022, warrants issued to the Subordinated Facility holders have been included in the denominator for basic and diluted EPS calculations as the 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.

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9. Equity-Based Compensation

Compensation expense was $0.3 million and $0.5 million for the thirteen and thirty-nine weeks ended October 28, 2017, respectively, and $0.2 million and $0.5 million for the thirteen and thirty-nine weeks ended October 29, 2016.

~~7. Shareholders’ Equity~~

On February 24, 2017, the Company completed a corporate conversion from a Delaware limited liability company named Jill Intermediate LLC into a Delaware corporation and changed its name to J.Jill, Inc. In conjunction with the ~~corporate conversion, all~~initial public offering (“IPO”), on March 9, 2017, the Company established the J.Jill, Inc. Omnibus Equity Incentive Plan, as amended on June 7, 2018 (the “2017 Plan”), which reserves common stock for issuance upon exercise of options, or in respect of granted awards. The 2017 Plan is administered by the Compensation Committee of the ~~outstanding equity~~Board of ~~Jill Intermediate LLC~~Directors (the “Committee”). The Committee has the authority to determine the type, size and terms and conditions of awards to be granted and to grant such awards. The 2017 Plan has 1,293,453 shares of common stock reserved for issuance to awards granted by the Committee. As of April 29, 2023, there were an aggregate of 351,831 shares remaining for future issuance.

During the thirteen weeks ended April 29, 2023, the Committee approved and granted restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) under the 2017 Plan.

Restricted Stock Units (“RSUs”)

For the thirteen weeks ended April 29, 2023 and April 30, 2022, the Committee granted RSUs under the 2017 Plan, which vest in one to three equal annual installments, beginning one year from the date of grant. The grant-date fair value of RSUs is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. For the thirteen weeks ended April 29, 2023 and April 30, 2022, the fair market value of RSUs was determined based on the market price of the Company’s shares on the date of the grant.

The following table summarizes the RSU awards activity for the thirteen weeks ended April 29, 2023:


	Number of RSUs			Weighted Average Grant Date Fair Value
Unvested units outstanding at January 28, 2023		678,510		$	11.78
Granted		88,673		$	25.00
Vested		(227,237	)	$	11.30
Forfeited		(29,773	)	$	13.12
Unvested units outstanding at April 29, 2023		510,173		$	14.26

As of April 29, 2023, there was $6.2 million of total unrecognized compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average service period of 2.1 years. The total fair value of RSUs vested during the thirteen weeks ended April 29, 2023 and April 30, 2022 was $2.6 million, and $1.4 million, respectively.

Performance Stock Units (“PSUs”)

For the thirteen weeks ended April 29, 2023, the Company granted PSUs, a portion of which are based on achieving an Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) goal and the remaining portion is based on achieving an annualized absolute total shareholder return (“TSR”) growth goal.

Each PSU award reflects a target number of shares (“Target Shares”) that may be issued to the award recipient provided the employee continues to provide services to the Company through January 31, 2026 (“Fiscal Year 2025”). For Adjusted EBITDA based PSUs, the number of units earned will be determined based on the achievement of the predetermined Adjusted EBITDA goals at the end of each performance period ending January 29, 2024, February 1, 2025 (“Fiscal Year 2024”), and Fiscal Year 2025, respectively, and for TSR based PSUs, the number of units earned will be determined based on the achievement of the predetermined TSR growth goal at the end of Fiscal Year 2025. The TSR is based on J Jill’s 30-trading day average beginning and closing price of the three-year performance period, assuming the reinvestment of dividends. Depending on the performance results based on Adjusted EBITDA and TSR, the actual number of shares that a grant recipient receives at the end of the vesting period may range from 0% to 200% of the Target Shares granted. PSUs are converted into shares of common stock ~~of J.Jill, Inc. Following~~upon vesting, under the Company’s conversion from a limited liability company to a corporation, JJill Holdings, Inc. merged with and into J.Jill, Inc. on February 24, 2017, with J.Jill, Inc. continuing as the surviving entity.

~~On March 14, 2017, J.Jill, Inc. completed an IPO. An existing shareholder~~terms of the ~~Company sold 11,666,667 shares~~2017 Plan.

The fair value of the PSUs granted during the thirteen weeks ended April 29, 2023 for which the performance is based on an Adjusted EBITDA goal was determined based on the market price of the Company’s ~~common stock at a share price of $13.00 per share. The underwriters subsequently elected to exercise their over-allotment option to purchase an additional 865,000~~ shares ~~of common stock from~~on the ~~selling shareholder at the IPO price of $13.00 per share. All proceeds~~date of the ~~IPO, net~~grant. Additionally, for those awards whose performance is based on a TSR growth goal, the fair value was estimated on the grant date using a Monte Carlo simulation with the below noted assumptions:


Monte Carlo Simulation Assumptions
Risk Free Interest Rate		3.87	%
Expected Dividend Yield	—
Expected Volatility		74.98	%
Expected Term	2.84 years

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The Company recognizes equity-based compensation expense related to Adjusted EBITDA PSUs based on the Company’s estimate of the ~~underwriter’s discount, were distributed to the selling shareholder.~~

~~Upon the closing~~percentage of the ~~IPO~~award that will be achieved. The Company evaluates the estimate on ~~March 14, 2017, JJill Topco Holdings, LP (“Topco”) completed~~these awards on a ~~distribution of J.Jill, Inc. common stock~~quarterly basis and adjusts equity-based compensation expense related to its partners that held vested and unvested common interests in accordance with its limited partnership agreement. The shares of J.Jill, Inc. common stock distributed in respect of unvested common interests became restricted J.Jill, Inc. common stock, subject tothese awards, as appropriate. For the ~~original vesting terms of such common interests. Holders of vested and unvested common interests received~~TSR goal based PSUs, the equity-based compensation expense is recognized on a ~~pro-rata distribution of vested and unvested J.Jill, Inc. common stock, equal to their~~straight-line basis over the three year performance period based on the grant-date fair value of ~~common interests immediately prior~~these PSUs.

The following table summarizes the PSU awards activity for the thirteen weeks ended April 29, 2023:


	Number of PSUs			Weighted Average Grant Date Fair Value
Unvested units outstanding at January 28, 2023		—			—
Granted		65,928		$	30.50
Forfeited		(3,514	)	$	30.50
Unvested units outstanding at April 29, 2023		62,414		$	30.50

As of April 29, 2023, there was $1.9 million of total unrecognized compensation expense related to unvested PSUs, which is expected to be recognized over a weighted-average service period of 2.8 years.

Equity-based compensation expense for all award types of $0.9 million and $0.7 million was recorded in the ~~distribution, resulting~~Selling, general and administrative expenses in ~~no incremental fair value.~~the consolidated statement of operations and comprehensive income for the thirteen weeks ended April 29, 2023 and April 30, 2022, respectively.

10. Related Party Transactions

AsTowerBrook Capital Partners, LP (“TowerBrook”) controls a majority of the voting power of our outstanding voting stock, and as a result ~~2,385,001 shares~~we are a controlled company within the meaning of the ~~43,747,944 shares~~New York Stock Exchange (the “NYSE”) corporate governance standards.

On September 30, 2020, the Company entered into the Subordinated Facility, with a group of ~~J.Jill, Inc. common shares were treated as restricted shares upon closing~~lenders that includes certain affiliates of TowerBrook and our Chairman of the ~~IPO and will vest~~board of directors (the “Subordinated Lenders”).

As of April 5, 2023, the Subordinated Facility was repaid in ~~accordance~~full. Refer to Note 5. Debt for additional information on repayment of the Subordinated Facility.

In association with the ~~original vesting terms~~Subordinated Facility, the Company incurred $1.1 million and $0.8 million of Interest expense, net – related party for the ~~common interests. All restricted shares of J.Jill, Inc. continue to be considered outstanding shares for legal purposes. The restricted shares have been included in diluted earnings per share.~~thirteen weeks ended April 29, 2023 and April 30, 2022, respectively.

~~8. Related Party Transactions~~

For the ~~thirty-nine~~thirteen weeks ended ~~October 28, 2017,~~April 29, 2023 and April 30, 2022, the Company incurred an immaterial amount of ~~out-of-pocket expenses in relation~~other related party transactions.

11. Commitments and Contingencies

Legal Proceedings

The Company is subject to ~~the advisory services agreement with a related party. These expenses are included in operating expenses~~various legal proceedings that arise in the ~~accompanying consolidated statements~~ordinary course of ~~operations and comprehensive income.~~

~~9. Commitments and Contingencies~~

~~Operating Lease Agreements~~

~~The Company recorded a deferred lease liability~~business. Although the outcome of ~~$8.9 million and $6.5 million as of October 28, 2017 and January 28, 2017, respectively. In certain instances,~~ such proceedings cannot be predicted with certainty, management does not believe that the Company also receives tenant improvement incentives for its store leases, which it accrues and amortizes ratably over the life of the lease. The Company maintained a tenant improvement incentive liability of $15.4 million and $9.9 million as of October 28, 2017 and January 28, 2017, respectively.

Total rental and common area maintenance expense was $15.2 million and $44.6 million for the thirteen and thirty-nine weeks ended October 28, 2017, respectively, exclusive of contingent rental expense recorded of $0.4 million and $1.2 million for the same respective periods.

Total rental and common area maintenance expense was $13.6 million and $41.1 million for the thirteen and thirty-nine weeks ended October 29, 2016, respectively, exclusive of contingent rental expense recorded of $0.5 million and $1.4 million for the same respective periods.

~~Legal Proceedings~~

~~Shareholder Class Action Lawsuits~~

On October 13, 2017, a securities lawsuit was filed in the United States District Court for the District of Massachusetts against the Company, several members of our Board of Directors and our Chief Financial Officer, among others. The complaint is brought under the Securities Act of 1933 and seeks certification of a class of plaintiffs comprised of all shareholders that acquired stock issued by the Company in its initial public offering in March 2017. The plaintiffs would seek compensation for losses they incurred since purchasing the stock. Following the filing of this lawsuit, two additional, similar actions were brought in the same court. It is likely that these matters will eventually be consolidated and no material amount has been accrued. The Company has not yet filed responsive pleadings in these matters. The Company believes the claims are without merit and intends to defend the matter vigorously.

~~We are not~~ presently party to any ~~other~~ legal proceedings the resolution of which ~~we believe~~management believes would have a material adverse effect on ~~our~~the Company’s business, financial condition, operating results or cash flows. ~~We establish~~The Company establishes reserves for specific legal matters when ~~we determine~~the Company determines that the likelihood of an unfavorable outcome is probable, and the loss is reasonably estimable.

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

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes thereto included elsewhere in this ~~Quarterly Report~~quarterly report on Form ~~10-Q.~~10-Q (the “Quarterly Report”). 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 ~~on Form 10-Q~~ titled “Risk Factors” and “Special Note Regarding Forward-Looking ~~Statements”.~~Statements.”

We operate on a 52- or 53-week fiscal year that ends on the Saturday that is closest to January 31. Each fiscal year generally is comprised of four 13-week fiscal quarters, although in the years with 53 weeks, the fourth quarter represents a 14-week period. The fiscal year ending February 3, 2024 (“Fiscal Year 2023”) is comprised of 53 weeks and fiscal year ended January 28, ~~2017~~2023 (“Fiscal Year ~~2016”~~2022”) ~~and the fiscal year ending February 3, 2018 (“Fiscal Year 2017”) are~~is comprised of 52 ~~weeks and 53 weeks, respectively.~~weeks.

Overview

J.Jill is a ~~nationally recognized women’s~~national lifestyle brand that provides apparel, ~~brand focused on~~footwear and accessories designed to help its customers move through a ~~loyal, engaged and affluent customer in the attractive 40-65 age segment.~~full life with ease. The ~~J.Jill~~ brand represents an easy, ~~relaxed~~thoughtful, and inspired style that ~~reflects~~celebrates the ~~confidence~~totality of all women and ~~comfort of~~designs its products with its core brand ethos in mind: keep it simple and make it matter. J.Jill offers a ~~woman with~~high touch customer experience through over 200 stores nationwide and a ~~rich, full life. We operate a highly profitable omnichannel platform that~~robust ecommerce platform. J.Jill is well diversified across our direct and retail channels. We began as a catalog company and have been a pioneer of the omnichannel model with a compelling presence across stores, website and catalog since 1999. We take a data-centric approach, in which we leverage our database and apply our insights to manage our business as well as to acquire and engage customers to drive optimum value and productivity.headquartered outside Boston.

Factors Affecting Our Operating Results

Various factors are expected to continue to affect our results of operations going forward, including the following:

Overall Economic Trends. Consumerpurchasesof clothingand othermerchandisegenerallydeclineduring recessionaryperiodsand otherperiodswhen disposableincomeisadverselyaffected,and consequentlyour resultsof operationsmaybe affectedby generaleconomicconditions.For example,reducedconsumer confidence,~~and~~ loweravailability, inflationary pressures and highercostof consumercreditmayreducedemandforour merchandise and maylimitour abilityto increaseor sustainprices.The growth rateof themarketcouldbe affectedby macroeconomicconditionsin theUnitedStates. Additionally, the occurrence or reoccurrence of any significant pandemic could impact our sales and business operations.

Consumer Preferences and Fashion Trends. Our abilityto maintainour appealto existingcustomersand attractnew customersdependson our abilityto anticipatefashiontrends.During periodsin which we have successfullyanticipatedfashion~~trend~~s, trends, we have generallyhad morefavorableresults.

~~Competitio~~nCompetition. The retailindustryishighlycompetitiveand retailerscompetebasedon a varietyof factors, includingdesign,quality,priceand customerservice.Levelsof competitionand theabilityof our competitorsto moreaccuratelypredictfashiontrendsand otherwiseattractcustomersthroughcompetitivepricingor other factorsmayimpactour resultsof operations.

Our Strategic ~~Initiative~~s~~. We arein theprocess~~Initiatives. The ongoing implementation of ~~implementingsignificantbusiness~~strategic initiatives~~thathave had and~~ willcontinueto have an impacton our resultsof operations. These initiatives include our ecommerce platform and our initiative to upgrade and enhance our information systems, including ongoing initiatives to upgrade our Point of Sale systems. Although ~~these~~initiatives of this nature aredesignedto creategrowth in our businessand continuing improvementin our operatingresults,thetimingof expendituresrelatedto theseinitiatives,as wellas the achievementof returnson our investments,mayaffectour resultsof ~~operation~~operations in futureperiods.

Pricing and Changes in Our Merchandise MixMix or Supply Chain Issues. Our productofferingchangesfromperiodto period,as do thepricesatwhich goods aresoldand themarginswe areableto earnfromthesalesof thosegoods. The levels atwhich we areableto priceour merchandiseareinfluencedby a varietyof factors,includingthequalityof our products,costof production,pricesatwhich our competitorsaresellingsimilarproducts, sourcing and/or distributing product, and thewillingnessof our customersto pay forproducts.

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.

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How We Assess the Performance of Our Business

In assessing the performance of our business, we consider a variety of financial and operating metrics, including GAAP and non-GAAP measures, including the following:

Net sales ~~consists~~consist primarilyof revenues,netof merchandisereturnsand discounts,generatedfromthesale of appareland accessorymerchandisethroughour ~~directchannel~~retail stores (“Retail”) and ~~retailchannel.~~through our website and catalog orders (“Direct”). Net salesalsoinclude shippingand handlingfeescollectedfrom

~~customers.Revenue from~~ customers, royalty revenues and marketing reimbursements related to our ~~retailchannel~~private label credit card agreement. Retail revenue isrecognizedatthetime of saleand Direct revenue~~fromour directchannel~~isrecognizedupon ~~receipt~~shipment of merchandiseby to thecustomer.

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 ~~averag~~e,average, spend ~~nearly~~ three times more than ~~singl~~e~~-channel~~single-channel customers.

Total company comparable sales ~~includes~~include netsalesfromour ~~full-price~~retail storesthathave been open formore than52 weeks and fromour ~~direct~~Direct channel.This measurehighlightstheperformanceof existingstoresopen duringtheperiod,whileexcludingtheimpactof new storeopeningsand closures.When a storein thetotal companycomparablestorebaseistemporarilyclosedfor~~remodeling~~ four or ~~otherreasons,~~more days within a fiscal week, the store is excluded from the comparable store base; if itis temporarily closed for three or fewer days within a fiscal week, the store is included~~in total company~~ within the comparable~~salesonly usingthefullweeks itwas open.~~ store base. Certainof our competitorsand otherretailers maycalculatetotalcompanycomparablesalesdifferentlythanwe do. As a result,thereportingof our total companycomparablesalesmaynot be comparableto salesdatamadeavailableby othercompanies.

Number of stores reflectsallstoresopen attheend of a reportingperiod.In connectionwith openingnew stores,we incurpre-openingcosts.Pre-openingcostsincludeexpensesincurredpriorto openinga new storeand primarilyconsistof payroll,travel,training,marketing,initialopeningsuppliesand costsof transportinginitial inventoryand fixturesto ~~storelocations,~~retail stores, as wellas occupancycostsincurredfromthetimeof possessionof a storesiteto theopeningof thatstore. In connection with closing stores, we incur store-closing costs. Store-closing costs primarily consist of lease termination penalties and costs of transporting inventory and fixtures to other store locations. These pre-opening and store-closing costsareincludedin selling,generaland administrative expensesand aregenerallyincurredand expensedwithin30 days of openinga new store or closing a store.

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

Costs of goods sold (“COGS”) includesthedirectcostsof soldmerchandise,inventory shrinkage,and adjustmentsand reservesforexcess,aged and obsoleteinventory.We reviewour inventorylevels on an ongoing basisto identifyslow-movingmerchandiseand use ~~product~~markdownsto ~~efficientlysell~~liquidate these products.Changes in theassortmentof our productsmayalsoimpactour grossprofit.The timingand levelof markdownsaredrivenby customeracceptanceof our merchandise.~~Certainof our competitors~~ The Company’s COGS, and ~~otherretailers~~consequently gross profit, may~~reportcostsof goods solddifferentlythanwe do. As a result,thereportingof our grossprofitand gross marginmay~~not be comparableto those of other~~companies.~~ retailers, as inclusion of certain costs vary across the industry.

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

Selling, general and administrative (“SG&A”) expenses includealloperatingcostsnot includedin ~~costsof goods sold.~~COGS. These expensesincludeallpayrolland relatedexpenses,occupancycosts, information systems costs and otheroperatingexpensesrelatedto our storesand to our operationsatour headquarters,includingutilities,depreciationand amortization.These expensesalsoincludemarketingexpense,includingcatalogproductionand mailingcosts,warehousing, distributionand outbound shippingcosts,customerserviceoperations,consultingand softwareservices,professional servicesand otheradministrativecosts. Additionally, our outbound shipping costs may fluctuate due to surcharges from shipping vendors based on demand for shipping services.

~~Our historical revenue growth has been accompanied by increased~~With the exception of store selling ~~general~~expenses, certain marketing expenses and ~~administrative expenses. The most significant increases were in occupancy costs associated~~incentive compensation, SG&A expenses generally do not vary proportionately with ~~retail store expansion, and in marketing and payroll investments. While we expect these~~net sales. As a result, SG&A expenses ~~to increase as we continue to open new stores, increase brand awareness and grow our business, we believe these expenses will decrease~~ as a percentage of net sales ~~over time.~~are usually higher in lower-volume periods and lower in higher-volume periods.

~~As a public company, we will incur significant legal, accounting~~Adjusted earnings before interest, taxes, depreciation and other expenses that we did not incur as a private company. We expect that compliance with the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC, will increase our legal and financial compliance costs and will make some activities more time consuming and costly. In addition, we expect that our management and other personnel will need to devote substantial time to these public company requirements. In particular, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of the Sarbanes-Oxley Act. In that regard, we have hired additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.

amortization (“ Adjusted ~~EBITDA~~EBITDA”) and Adjusted EBITDA ~~Margi~~n. Margin. AdjustedEBITDArepresentsnetincome~~(loss)~~plus net interestexpense,provision~~(benefit)~~forincometaxes,depreciationand amortization,equity-basedcompensationexpense, goodwill and indefinite-lived intangible assets impairment, write-offof propertyand equipment, loss on debt refinancing and othernon-recurringexpenses,primarilyconsistingof outsidelegaland professionalfeesassociatedwith certainnon-recurringtransactionsand events.We presentAdjustedEBITDAon a consolidatedbasisbecause~~our~~

Table of Contents

managementusesit~~as a supplementalmeasurein assessingour operatingperformance,and we believethat~~it~~is helpfulto investors,securitiesanalystsand otherinterestedparties~~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 comparativeoperating performancefromperiodto period.We alsouse

AdjustedEBITDAas one of theprimarymethodsforplanning and forecastingoverallexpectedperformanceof our businessand forevaluatingon a quarterlyand annualbasis actualresultsagainstsuch expectations.Further,we recognizeAdjustedEBITDAas a commonlyused measure in determiningbusinessvalueand as such, use itinternallyto reportresults.AdjustedEBITDAmargin represents,forany period,AdjustedEBITDAas a percentageof netsales.

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 ~~and calculation~~ of Adjusted EBITDA ~~and Adjusted EBITDA margin~~ 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.

Reconciliation of Net Income to Adjusted EBITDA and Calculation of Adjusted EBITDA Margin

The following table provides a reconciliation of net income to Adjusted EBITDA and the calculation of Adjusted EBITDA margin for the periods presented.


	For the Thirteen Weeks Ended
(in thousands)	April 29, 2023			April 30, 2022
Statements of Operations Data:
Net income	$	4,596		$	14,415
Interest expense, net		5,057			3,658
Interest expense, net - related party		1,074			802
Income tax provision		1,965			5,010
Depreciation and amortization		5,571			6,713
Equity-based compensation expense (a)		878			742
Write-off of property and equipment (b)		20			92
Loss on debt refinancing (c)		12,702			—
Adjustment for exited retail stores (d)		—			(243	)
Impairment of long-lived assets (e)		—			108
Adjusted EBITDA	$	31,863		$	31,297
Net sales	$	149,420		$	157,069
Adjusted EBITDA margin		21.3	%		19.9	%

For the Thirteen Weeks Ended

For the Thirty-Nine Weeks Ended

(in thousands)

October 28, 2017

October 29, 2016

October 28, 2017

October 29, 2016

Statements of Operations Data:

Net income

$
5,994

$
7,808

$
26,017

$
22,030

Interest expense

4,496

4,844

14,525

13,630

Provision for income taxes

2,766

2,815

16,926

12,924

Depreciation and amortization

8,628

8,688

25,768

27,289

Equity-based compensation expense^(a)

278

173

539

458

Write-off of property and equipment ^(b)

229

—

569

384

Other non-recurring expenses^(c)

658

2,261

4,964

6,824

Adjusted EBITDA

$
23,049

$
26,589

$
89,308

$
83,539

Net sales

$
161,975

$
159,439

$
509,473

$
472,139

Adjusted EBITDA margin

14.2
%

16.7
%

17.5
%

17.7
%
(a)

Represents expenses associated with equity incentive instruments granted to our management and board of directors. Incentive instruments are accounted for as equity-classified awards with the related compensation expense recognized based on fair value at the date of the grant.

(b)

Represents net gain or loss on the disposal of fixed assets.

(c)

Represents loss on the repayment of Priming Term Loan Credit Agreement (the “Priming Credit Agreement”) and the Subordinated Term Loan Credit Agreement (the “Subordinated Credit Agreement”).

(d)

Represents non-cash gains associated with exiting store leases earlier than anticipated.

(e)

Represents impairment of long-lived assets related to leasehold improvements.

~~(a)~~

~~Represents expenses associated with equity incentive instruments granted to our management and board of directors.~~ I~~ncentive~~ ~~instruments are accounted for as equity-classified awards with the related compensation expense recognized based on fair value at the date of the grants.~~

~~(b)~~

~~Represents net~~ ~~gain or~~ ~~loss on the disposal of fixed assets.~~

~~(c)~~

Represents items management believes are not indicative of ongoing operating performance. These expenses are primarily composed of legal and professional fees associated with the initial public offering completed March 14, 2017 and subsequent transition to a public company.

~~Factors Affecting the Comparability~~Table of ~~our~~ Contents

Results of Operations

On February 24, 2017, we completed a conversion from a Delaware limited liability company named Jill Intermediate LLC into a Delaware corporation and changed our name to J.Jill, Inc. In conjunction with the conversion, all of our outstanding equity interests converted into shares of common stock. Accordingly, all historical earnings per share amounts presented in the accompanying c~~onsolidated~~ s~~tatements of operations and comprehensive~~ i~~ncome and the related notes to the consolidated financial statements have been retroactively adjusted to reflect our conversion from a limited liability company to a corporation.~~

Following our conversion from a limited liability company to a corporation, J.Jill, Inc. merged with and into its direct parent company, JJill Holdings, Inc., on February 24, 2017, with J.Jill, Inc. continuing as the surviving entity. JJill Holdings, Inc. did not have operations of its own, except for buyer transaction costs of $8.6 million incurred in the second quarter of 2015 to execute the acquisition of Jill Intermediate LLC.

~~Resultsof Operations~~

Thirteen weeks ended ~~October 28, 2017~~April 29, 2023 Compared to Thirteen weeks ended ~~October 29, 2016~~April 30, 2022

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


																	For the Thirteen Weeks Ended										Change from the Thirteen Weeks Ended April 30, 2022 to the Thirteen Weeks
	For the Thirteen Weeks Ended										Change from the Thirteen Weeks Ended October 29, 2016 to the Thirteen Weeks						April 29, 2023					April 30, 2022					Ended April 29, 2023
(in thousands)	October 28, 2017					October 29, 2016					Ended October 28, 2017						Dollars		% of Net Sales			Dollars		% of Net Sales			$ Change			% Change
	Dollars		% of Net Sales			Dollars		% of Net Sales			$ Change			% Change
Net sales	$	161,975		100.0	%	$	159,439		100.0	%	$	2,536			1.6	%	$	149,420		100.0	%	$	157,069		100.0	%	$	(7,649	)		(4.9	)%
Costs of goods sold		53,479		33.0	%		51,334		32.2	%		2,145			4.2	%		41,880		28.0	%		47,606		30.3	%		(5,726	)		(12.0	)%
Gross profit		108,496		67.0	%		108,105		67.8	%		391			0.4	%		107,540		72.0	%		109,463		69.7	%		(1,923	)		(1.8	)%
Selling, general and administrative expenses		95,240		58.8	%		92,638		58.1	%		2,602			2.8	%		82,146		55.0	%		85,578		54.5	%		(3,432	)		(4.0	)%
Operating income		13,256		8.2	%		15,467		9.7	%		(2,211	)		(14.3	)%		25,394		17.0	%		23,885		15.2	%		1,509			6.3	%
Interest expense		4,496		2.8	%		4,844		3.0	%		(348	)		(7.2	)%
Loss on debt refinancing																		12,702		8.5	%		—		—			12,702			100.0	%
Interest expense, net																		5,057		3.4	%		3,658		2.3	%		1,399			38.2	%
Interest expense, net - related party																		1,074		0.7	%		802		0.5	%		272			33.9	%
Income before provision for income taxes		8,760		5.4	%		10,623		6.7	%		(1,863	)		(17.5	)%		6,561		4.4	%		19,425		12.4	%		(12,864	)		(66.2	)%
Provision for income taxes		2,766		1.7	%		2,815		1.8	%		(49	)		(1.7	)%
Income tax provision																		1,965		1.3	%		5,010		3.2	%		(3,045	)		(60.8	)%
Net income	$	5,994		3.7	%	$	7,808		4.9	%	$	(1,814	)		(23.2	)%	$	4,596		3.1	%	$	14,415		9.2	%	$	(9,819	)		(68.1	)%

Net Sales

Net sales for the thirteen weeks ended ~~October 28, 2017~~ ~~increased $2.5~~April 29, 2023 decreased $7.6 million, or ~~1.6%~~4.9%, to ~~$162.0~~$149.4 million from ~~$159.4~~$157.1 million for the thirteen weeks ended ~~October 29, 2016.~~April 30, 2022. At the end of those same periods, we operated ~~275~~245 and ~~271~~249 retail stores, respectively. The ~~increase~~decrease in net sales was ~~due to an increase~~driven primarily by a decrease in ~~our active customer base and store count.~~total company comparable sales of 2.7%.

Our ~~direct~~Retail channel contributed ~~39.5%~~55.0% of our net sales in the thirteen weeks ended ~~October 28, 2017~~April 29, 2023 and ~~40.4%~~53.6% in the thirteen weeks ended ~~October 29, 2016.~~April 30, 2022. Our ~~retail~~Direct channel contributed ~~60.5%~~ 45.0% of our net sales in the thirteen weeks ended ~~October 28, 2017~~April 29, 2023 and ~~59.6%~~46.4% in the thirteen weeks ended ~~October 29, 2016.~~April 30, 2022.

Gross Profit and Costs of Goods Sold

Gross profit for the thirteen weeks ended ~~October 28, 2017~~ ~~increased~~ ~~$0.4~~April 29, 2023 decreased $1.9 million, or ~~0.4%~~1.8%, to ~~$108.5~~$107.5 million from ~~$108.1~~$109.5 million for the thirteen weeks ended ~~October 29, 2016. The increase~~ w~~as primarily due to increased sales.~~April 30, 2022. The gross margin for the thirteen weeks ended ~~October 28, 2017~~April 29, 2023 was ~~67.0%~~72.0% compared to ~~67.8%~~69.7% for the thirteen weeks ended ~~October~~April 30, 2022. The increase in gross margin for the thirteen weeks ended April 29, ~~2016,~~2023 was driven largely ~~driven~~ by ~~added promotions and markdowns~~lower freight costs compared to ~~clear certain goods.~~the thirteen weeks ended April 30, 2022 .

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the thirteen weeks ended ~~October 28, 2017 increased~~ ~~$2.6~~ April 29, 2023 decreased $3.4 million, or ~~2.8%~~4.0%, to ~~$95.2~~$82.1 million from ~~$92.6~~$85.6 million for the thirteen weeks ended ~~October 29, 2016.~~April 30, 2022. The ~~increase~~decrease is ~~related to higher sales related expenses of $2.7~~driven by a $3.4 million ~~including retail payroll, occupancy and direct fulfillment and increased marketing costs of $1.0 million. These increases were offset by~~ a decrease in ~~employee related~~management incentive ~~expense~~ ~~of $1.2 million.~~expenses compared to the thirteen weeks ended April 30, 2022.

As a percentage of net sales, selling, general and administrative expenses were ~~58.8% for~~ ~~the thirteen weeks ended October 28, 2017 compared to 58.1%~~55.0% for the thirteen weeks ended ~~October~~April 29, ~~2016.~~

~~Interest Expense~~

~~Interest expense~~2023 compared to 54.5% for the thirteen weeks ended ~~October 28, 2017~~ ~~decreased $0.3~~April 30, 2022.

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Loss on debt refinancing

During the thirteen weeks ended April 29, 2023, the Company recognized a loss on debt refinancing of $12.7 million related to entering into a Term Loan Credit Agreement and the repayment of the Priming Credit Agreement and the Subordinated Credit Agreement, as discussed in the Liquidity and Capital Resources section below. The Company did not incur any gain or ~~7.2%, to~~loss on debt refinancing during the thirteen weeks ended April 30, 2022.

Interest Expense, Net

Interest expense, net, consists of interest expense on the Term Loan, Priming Loan, Subordinated Facility and ABL Facility, partially offset by interest earned on cash. Interest expense, net was $6.1 million and $4.5 ~~from $4.8~~ million for the thirteen weeks ended ~~October~~April 29, ~~2016.~~ 2023 and April 30, 2022, respectively.

Income Tax Provision

The ~~decrease~~ was primarily due to voluntary principal prepayments on the Term Loan in January 2017 and June 2017, partially offset by an increase of approximately 40 basis points to the average interest rate on the Term Loan.

~~ProvisionforIncome Taxes~~

~~The~~income tax provision ~~for income taxes~~was ~~$2.8~~$2.0 million for ~~both~~ the thirteen weeks ended ~~October 28, 2017~~ ~~and~~April 29, 2023 compared to $5.0 million for the thirteen weeks ended ~~October 29, 2016. Our~~April 30, 2022, while our effective tax rates for the same periods were ~~31.6%~~29.9% and ~~26.5%~~25.8%, respectively. The ~~increase in the~~ effective tax rate ~~is primarily due to a tax credit taken in~~during the thirteen weeks ended ~~October~~April 29, ~~2016, which reduced the rate for that period.~~

~~Thirty-nine weeks ended October 28, 2017 Compared to Thirty-nine weeks ended October 29, 2016~~

~~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 October 29, 2016 to the Thirty-Nine Weeks

(in thousands)

October 28, 2017

October 29, 2016

Ended October 28, 2017

Dollars

% of Net
Sales

Dollars

% of Net
Sales

$ Change

% Change

Net sales

$
509,473

100.0
%

$
472,139

100.0
%

$
37,334

7.9
%
Costs of goods sold

162,721

31.9
%

149,673

31.7
%

13,048

8.7
%
Gross profit

346,752

68.1
%

322,466

68.3
%

24,286

7.5
%
Selling, general and administrative expenses

289,284

56.8
%

273,882

58.0
%

15,402

5.6
%
Operating income

57,468

11.3
%

48,584

10.3
%

8,884

18.3
%
Interest expense

14,525

2.9
%

13,630

2.9
%

895

6.6
%
Income before provision for income taxes

42,943

8.4
%

34,954

7.4
%

7,989

22.9
%
Provision for income taxes

16,926

3.3
%

12,924

2.7
%

4,002

31.0
%
Net income

$
26,017

5.1
%

$
22,030

4.7
%

$
3,987

18.1
%

~~Net Sales~~

~~Net sales for~~ ~~the thirty-nine weeks ended October 28, 2017~~ ~~increased $37.3~~ million, or 7.9%, to $509.5 from $472.1 million for the thirty-nine weeks ended October 29, 2016. At the end of those same periods, we operated 275 and 271 retail stores, respectively. The increase in net sales was due to a 5.6% increase in total comparable company sales driven by an increase in our active customer base, and an increase in store count.

~~Our direct channel~~ ~~contributed41.8%~~ ~~of our net sales in the thirty-nine weeks ended October 28, 2017 and 41.2% in the thirty-nine weeks ended October 29, 2016. Our retail channel~~ ~~contributed 58.2%~~ ~~of our net sales in the thirty-nine weeks ended October 28, 2017 and 58.8% in the thirty-nine weeks ended October 29, 2016.~~

~~Gross Profit and Costs of Goods Sold~~

~~Gross profit for~~ ~~the thirty-nine weeks ended October 28, 2017~~ ~~increased~~ ~~$24.3 million, or 7.5%, to $346.8 from $322.5 million for the thirty-nine weeks ended October 29, 2016. The increase~~ w~~as driven by increased sales. The gross margin rate was 68.1% for the thirty-nine weeks ended October 28, 2017 and 68.3% for the thirty-nine weeks ended October 29, 2016.~~

~~Selling, General and Administrative Expenses~~

~~Selling, general and administrative expenses for~~ ~~the thirty-nine weeks ended October 28, 2017~~ ~~increased~~ ~~$15.4~~ ~~million, or 5.6%, to $289.3 from $273.9 million for the thirty-nine weeks ended October 29, 2016. The increase~~2023 is ~~related to~~ higher sales related expenses of $10.7 million, including retail payroll, occupancy and direct fulfillment, increased marketing costs of $3.6 million and increased corporate payroll and other expenses of $4.0 million to support business growth. This increase was offset by decreases related to depreciation and amortization expense of $2.4 million.

~~As a percentage of net sales, selling, general and administrative expenses~~ ~~were 56.8% for the thirty-nine weeks ended October 28, 2017~~ ~~compared to 58.0% for~~ ~~the thirty-nine weeks ended October 29, 2016~~.

~~Interest Expense~~

~~Interest expense for~~ ~~the thirty-nine weeks ended October 28, 2017~~ ~~increased $0.9~~ ~~million, or 6.6%, to $14.5 from $13.6 million for the thirty-nine weeks ended October 29, 2016. The increase~~ was primarily due to ~~an increase in deferred financing amortization~~

~~costs associated with a voluntary principal prepayment on~~ the ~~Term Loan~~impact of ~~$20.0 million made in June 2017~~state and ~~an increase of approximately 20 basis points to the average interest rate on the Term Loan.~~

~~Provision for Income Taxes~~

~~The provision for~~local income taxes, ~~for the thirty-nine weeks ended October 28, 2017~~ ~~increased~~ ~~$4.0 million, or 31.0%, to $16.9 from $12.9 million for the thirty-nine weeks ended October 29, 2016. Our effective tax rates for the same periods were 39.4%~~executive compensation limitations, and ~~37.0%, respectively. The increase in the effective tax rate was primarily due to~~ non-deductible ~~IPO related costs in the thirty-nine weeks ended October 28, 2017.~~expenses.

Liquidity and Capital Resources

General

Our primary sources of liquidity and capital resources are cash generated from operating activities and availability under our ABL ~~credit agreement, dated~~facility (governed by the “ABL Credit Agreement” and, such facility the “ABL Facility”), so long as certain conditions related to the maturity of the Term Loan Credit Agreement are met. As of April 29, 2023, we had $27.9 million in cash and $34.2 million of total availability under our ABL Facility.

On April 5, 2023, the Company entered into a Term Loan Credit Agreement (the “Term Loan Credit Agreement”). The Term Loan Credit Agreement provides for a secured term loan facility in an aggregate principal amount of $175.0 million with a maturity date of May 8, ~~2015, by~~2028. The proceeds of the Term Loan Credit Agreement, combined with a portion of the Company’s existing cash on hand, were used to fully repay the Priming Credit Agreement and the Subordinated Credit Agreement. All security interests and liens incurred in connection with the Priming Credit Agreement and Subordinated Credit Agreement have been released.

The Term Loan Credit Agreement includes customary negative covenants, including covenants limiting the ability of the Borrower to, among ~~Jill Holdings LLC, Jill Acquisition LLC,~~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 Term Loan Credit Agreement also has certain ~~subsidiaries from time~~customary representations and warranties (see Note 5, Debt to ~~time party thereto,~~ the ~~lenders party thereto and CIT Finance LLC as~~condensed consolidated financial statements included in this Quarterly Report). As of April 29, 2023, the ~~administrative agent and collateral agent, as amended on~~Company is in compliance with all covenants.

On May ~~27, 2016 by~~10, 2023, the Company entered into Amendment No. ~~1 thereto~~6 to the ABL Credit Agreement (the “ABL ~~Facility”~~Amendment”). 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, upgrading information systems ~~and~~ ~~costs~~
The ABL Amendment extended the maturity date of ~~operating as~~the ABL Credit Agreement from May 8, 2024 to May 10, 2028 (or 180 days prior to the maturity date of the Company’s Term Loan Credit Agreement if the maturity date of such term loan has not been extended to a ~~public company. We believe~~date that ~~our current sources of liquidity and capital will be sufficient to finance our continued operations, growth strategy and additional expenses we expect to incur as a public company for~~is at least 180 days after the ~~next 12 months. There can be no assurance, however, that our business will generate sufficient cash flows from operations or that future borrowings will be available under our~~maturity date of the ABL Credit Agreement). The other terms and conditions of the ABL Credit Facility or otherwise to enable us to service our indebtedness, or to make capital expenditures in the future. Our future operating performance and our ability to service or extend our indebtedness will be subject to future economic conditions and to financial, business, and other factors, manyremain substantially unchanged.

Table of ~~which are beyond our control.~~Contents

~~Purchases of property and equipment were $22.3 million during the thirty-nine weeks ended October 28, 2017, primarily~~ ~~representing~~ ~~investments in stores and information systems. Purchases of property and equipment in 2017 are planned to be approximately $38.0 million and reflects our investments in stores and information systems.~~

Cash Flow Analysis

The following table shows our cash flows information for the periods presented:


	For the Thirteen Weeks Ended
(in thousands)	April 29, 2023			April 30, 2022
Net cash provided by operating activities	$	7,859		$	7,168
Net cash used in investing activities		(2,925	)		(750	)
Net cash used in financing activities		(64,096	)		(1,536	)

For the Thirty-Nine Weeks Ended

(in thousands)

October 28, 2017

October 29, 2016

Net cash provided by operating activities

$
54,535

$
37,080

Net cash used in investing activities

(22,325
)

(25,815
)
Net cash used in financing activities

(19,872
)

(33,815
)

Net Cash provided by Operating Activities

Net cash provided by operating activities increased by $0.7 million during the thirteen weeks ended April 29, 2023 compared to the thirteen weeks ended April 30, 2022. The increase was driven primarily by improved operating performance, excluding the one-time charge related to a loss on debt refinancing during the thirteen weeks ended April 29, 2023, offset by an increase in cash used for working capital of $1.7 million. The net cash used in working capital was primarily driven by accrued expenses and other current liabilities, mainly management incentives of $5.0 million, income taxes of $3.2 million, and other net expenses of $2.0 million, partially offset by lower cash outflows of $4.0 million due to decreased inventory levels and timing of payments for accounts payable of $5.1 million.

Net cash provided by operating activities during the ~~thirty-nine~~thirteen weeks ended ~~October 28, 2017~~April 29, 2023 was ~~$54.5~~$7.9 million. Key elements of cash provided by operating activities were (i) net income of ~~$26.0~~$4.6 million, (ii) adjustments to reconcile net income to net cash provided by operating activities of ~~$27.5~~$20.6 million, primarily driven by loss on debt refinancing and depreciation and amortization, and ~~noncash amortization~~(iii) uses of ~~deferred financing and debt discount costs, and (iii)~~ ~~a decrease~~ incash totaling $17.3 million for net operating assets and liabilities of $1.0 million, primarily driven by cash provided by prepaid expenses and other current assets, accounts payable, and other noncurrent assets and liabilities, offset by cash uses in accounts receivable and inventory.liabilities.

Net cash provided by operating activities during the ~~thirty-nine~~thirteen weeks ended ~~October 29, 2016~~April 30, 2022 was ~~$37.1~~$7.2 million. Key elements of cash provided by operating activities were (i) net income of ~~$22.0~~$14.4 million, ~~and~~ (ii) adjustments to reconcile net income to net cash provided by operating activities of ~~$29.6~~$8.4 million, primarily driven by depreciation and amortization, ~~offset by~~and (iii) ~~an increase~~ in uses of cash totaling $15.6 million for net operating assets and liabilities ~~and other activities of $14.5 million, prima~~r~~ily~~to support increased sales, primarily driven by ~~cash uses in~~higher accounts receivable ~~inventory,~~ and inventories, and payments for accounts payable ~~offset with cash provided by tax receivables, accrued expenses~~ and ~~other nonconcurrent assets and~~lease liabilities.

Net Cash used in Investing Activities

Net cash used in investing activities during the ~~thirty-nine~~thirteen weeks ended ~~October 28, 2017~~April 29, 2023 and April 30, 2022 was ~~$22.3~~$2.9 million and $0.8 million, representing purchases of property and equipment related investments in stores and information systems.

~~Net cash~~ ~~used in~~ ~~investingactivitiesduring~~ ~~the thirty-nine weeks ended October 29, 2016~~ ~~was $25.8 million,representingpurchasesof propertyand equipmentrelatedinvestments in storesand information systems.~~

Net Cash used in Financing Activities

Net cash used in financing activities ~~during~~was $64.1 million for the ~~thirty-nine~~thirteen weeks ended ~~October 28, 2017~~ ~~was $19.9~~April 29, 2023 compared to $1.5 million ~~which~~in the prior year. The change was primarily ~~due to a voluntary principal prepayment on~~driven by the repayment of the previously existing Priming and Subordinated Credit Agreements in the current year offset by the proceeds from issuance of the Term ~~Loan~~Loan.

Dividends

The payment of ~~$20.0 million made in June 2017.~~

~~Net cash used in financing activities during~~ ~~the thirty-nine weeks ended October 29, 2016~~ was $33.8 million, including $38.3 million of proceeds received on long-term debt, net of $1.7 million debt issuance costs paid. The proceeds from the long-term debt, along with cash on hand, were used to fund a $70.0 million dividend to the partners of Topco. Financing activities also included $2.1 million of scheduled repayments on our Term Loan.

~~Dividends~~

~~We intend to retain any future earnings for use in the operation and growth of our business, and therefore we do not anticipate paying any~~ cash dividends in the ~~foreseeable future.~~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 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 debt agreements and under future indebtedness that we or they may incur.

Credit Facilities

~~At October 28, 2017~~There were no short-term borrowings outstanding under the Company’s ABL Facility as of April 29, 2023 and January 28, ~~2017 there were no loan amounts outstanding under~~2023. At April 29, 2023 and January 28, 2023, the ~~ABL Facility. At those same dates, we~~Company had outstanding letters of credit in the ~~amounts~~amount of ~~$1.6~~$5.8 million and ~~$2.1~~$7.0 million, respectively, and ~~our~~had a maximum additional borrowing capacity ~~was $38.4~~of $34.2 million and ~~$37.9~~$30.0 million, respectively.

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Contractual Obligations

The Company’s contractual obligations consist primarily of ~~long-term~~ 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 28, 2017, there were no material changes~~

Contingencies

We are subject to various legal proceedings that arise in the ~~contractual obligations as~~ordinary course of ~~January 28, 2017.~~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.

~~Contingencies~~

~~Shareholder Class Action Lawsuits~~

On October 13, 2017, a securities lawsuit was filed in the United States District Court for the District of Massachusetts against the Company, several members of our Board of Directors and our Chief Financial Officer, among others. The complaint is brought under the Securities Act of 1933 and seeks certification of a class of plaintiffs comprised of all shareholders that acquired stock issued by the Company in its initial public offering in March 2017. The plaintiffs would seek compensation for losses they incurred since purchasing the stock. Following the filing of this lawsuit, two additional, similar actions were brought in the same court. It is likely that these matters will eventually be consolidated. The Company has not yet filed responsive pleadings in these matters. The Company believes the claims are without merit and intends to defend the matter vigorously.

~~Off~~-~~Balance~~Off-Balance Sheet Arrangements

We are not a party to any ~~off~~-~~balance~~off-balance sheet arrangements.

Critical Accounting Policies and Significant Estimates

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; ~~accounting for business combinations;~~ 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.~~assets. 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 Annual Reporton Form10-K for the fiscal year ended January 28, ~~2017.~~ 2023 (the “2022 Annual 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 2022 Annual ~~Report on Form 10-K.~~Report.

~~Recent Accounting Pronouncements~~

Refer to Note 1 to our unaudited 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.

Special Note Regarding Forward-Looking Statements

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. 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 2022 Annual Report ~~on Form 10-K for the year ended January 28, 2017~~ 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.

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

~~Interest Rate~~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~~first quarter of Fiscal Year 2023. For a discussion of the Company’s exposure to market risk, refer to Part II, Item 7A, “Quantitative and ~~ABL 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 28, 2017, there was no outstanding balance under the ABL Facility, and $1.6 million letters of credit outstanding. The undrawn borrowing availability under the ABL Facility was $38.4 million and the amount outstanding under the Term Loan had decreased to $253.9 million as a result of the scheduled repayment and voluntary prepayment of $20.0 million of our Term Loan. We currently do not engage in any interest rate hedging activity. Based on the interest rate on the ABL Facility at October 28, 2017, and the schedule of outstanding borrowings under our Term Loan, a 10% change in our current interest rate would affect net income by $1.1 million during Fiscal Y~~ear 2017.~~Company’s 2022 Annual Report.

~~Impact of Inflation~~

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.

Item 4. Controls and Procedures

~~Evaluation of Disclosure Controls and Procedures~~

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 on Form-10-Q.~~Report. Based on that evaluation, ~~our~~the Chief Executive Officer and Chief Financial Officer ~~have~~ concluded ~~that~~ as of April 29, 2023, that the ~~end of the period covered by this Quarterly Report on Form-10-Q, our~~ disclosure controls and procedures ~~were~~are effective in ensuring that all material information required to ~~provide such reasonable assurance.~~

~~There were no changes~~be filed in ~~our internal control over financial reporting, (as defined in Rules 13a-15(e)~~this Quarterly Report has been recorded, processed, summarized and ~~15d-15(e) under~~reported when required and the ~~Act) during~~information is accumulated and communicated to the ~~fiscal quarter ended~~ ~~October 28, 2017~~ ~~identified in connection with the evaluation by our~~Company’s management, including ~~our~~its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There have not been any changes in the Company’s internal control over financial reporting that occurred during the first quarter of Fiscal Year 2023 that have materially affected, or are reasonably likely to materially affect, ~~our~~the Company’s internal control over financial reporting.

~~Limitations on the Effectiveness~~22

Table of ~~Controls and Procedures~~Contents

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.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

~~Shareholder Class Action Lawsuits~~

~~On October 13, 2017, a securities lawsuit was filed~~We are subject to various legal proceedings that arise in the ~~United States District Court for~~ordinary course of business. Although the ~~District~~outcome of Massachusetts against the Company, several members of our Board of Directors and our Chief Financial Officer, among others. The complaint is brought under the Securities Act of 1933 and seeks certification of a class of plaintiffs comprised of all shareholderssuch proceedings cannot be predicted with certainty, management does not believe that acquired stock issued by the Company in its initial public offering in March 2017. The plaintiffs would seek compensation for losses they incurred since purchasing the stock. Following the filing of this lawsuit, two additional, similar actions were brought in the same court. It is likely that these matters will eventually be consolidated and no material amount has been accrued. The Company has not yet filed responsive pleadings in these matters. The Company believes the claimswe are ~~without merit and intends to defend the matter vigorously.~~

~~We are not~~ presently party to any ~~other~~ legal proceedings the resolution of which ~~we believe~~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.

Item 1A. Risk 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 2022 Annual ~~Report on Form 10-K for the fiscal year ended~~ ~~January 28, 2017~~.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 material changes to the risk factors previously disclosed in our 2022 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.~~Securities and Exchange Commission.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

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

Exhibit Index


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))
~~31.1~~
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		Term Loan Credit Agreement, dated as of April 5, 2023, by and among J.Jill, Inc., as holdings, Jill Acquisition LLC, as the borrower, the lenders party thereto from time to time and Jefferies Finance LLC, as administrative agent and as collateral agent. Filed on March 30, 2023 (File No. 237-80464)

10.2*		Amendment No. 1 to Term Loan Credit Agreement, dated as of May 10, 2023, among Jill Inc., Jill Acquisition LLC, the lenders party thereto and Jefferies Finance LCC as the administrative and collateral agent.

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10.3*		Amendment No. 6 to ABL Credit Agreement, dated as of May 10, 2023, by and among J.Jill, Inc., Jill Acquisition LLC, J.Jill Gift Card Solutions, Inc. 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.

10.4*		Form of Restricted Stock Unit Award Agreement for Vice Presidents and Above under the J.Jill, Inc. Amended and Restated 2017 Omnibus Equity Incentive Plan.

10.5*		Form of Performance Based Restricted Stock Unit Award Agreement for Vice Presidents and Above under the J.Jill, Inc. Amended and Restated 2017 Omnibus Equity Incentive Plan.

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)

*	~~Furnished herewith.~~

* Furnished herewith.

Table of Contents ~~SIGNATURES~~

SIGNATURES

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.


	J.Jill, Inc.

Date: ~~December 12, 2017~~June 7, 2023	By:	/s/ ~~Paula Bennett~~Claire Spofford
		~~Paula Bennett~~Claire Spofford
		Chief Executive Officer

Date: ~~December 12, 2017~~June 7, 2023	By:	/s/ ~~David Biese~~Mark Webb
		~~David Biese~~Mark Webb
		Executive Vice President, Chief Financial Officer/Chief Operating Officer


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


Large accelerated filer	☐	Accelerated filer	☐☒
Non-accelerated filer	☒ ~~(Do not check if a small reporting company)~~☐	Smaller reporting company	☐☒
		Emerging growth company	☒☐

	For the Thirty-Nine Weeks Ended
	October 28, 2017			October 29, 2016
Net income	$	26,017		$	22,030
Operating activities:
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		25,759			27,282
Loss on disposal of fixed assets		569			384
Noncash amortization of deferred financing and debt discount costs		2,012			1,139
Equity-based compensation		539			458
Deferred rent liability		978			1,851
Deferred income taxes		(2,342	)		(1,495	)
Changes in operating assets and liabilities:
Accounts receivable		(5,211	)		(8,174	)
Tax receivable		—			2,356
Inventories		(18,764	)		(14,634	)
Prepaid expenses and other current assets		2,173			(31	)
Accounts payable		15,278			(1,984	)
Accrued taxes payable		756			—
Accrued expenses		(89	)		4,948
Other noncurrent assets and liabilities		6,860			2,950
Net cash provided by operating activities		54,535			37,080
Investing activities:
Purchases of property and equipment		(22,325	)		(25,815	)
Net cash used in investing activities		(22,325	)		(25,815	)
Financing activities:
Repayments on long-term debt		(22,099	)		(2,075	)
Proceeds from long-term debt		—			40,000
Payment of debt issuance costs		—			(1,668	)
Receivable from related party		2,227			233
Distribution to member		—			(70,000	)
Other equity transactions		—			(305	)
Net cash used in financing activities		(19,872	)		(33,815	)
Net change in cash		12,338			(22,550	)
Cash:
Beginning of Period		13,468			27,505
End of Period	$	25,806		$	4,955


	For the Thirteen Weeks Ended
	April 29, 2023			April 30, 2022
Net Income	$	4,596		$	14,415
Operating activities:
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		5,568			6,713
Adjustment for exited retail stores		—			(243	)
Loss on disposal of fixed assets		20			92
Loss on debt refinancing		12,702			—
Noncash interest expense, net		1,562			1,242
Equity-based compensation		878			742
Deferred rent incentives		(32	)		(115	)
Deferred income taxes		(103	)		—
Changes in operating assets and liabilities:
Accounts receivable		(1,114	)		(1,785	)
Inventories, net		(3,203	)		(7,192	)
Prepaid expenses and other current assets		(1,170	)		(1,679	)
Accounts payable		1,502			(3,560	)
Accrued expenses and other current liabilities		(11,276	)		502
Operating lease assets and liabilities		(1,553	)		(1,969	)
Other noncurrent assets and liabilities		(518	)		5
Net cash provided by operating activities		7,859			7,168
Investing activities:
Purchases of property and equipment		(1,504	)		(185	)
Capitalized software		(1,421	)		(565	)
Net cash used in investing activities		(2,925	)		(750	)
Financing activities:
Principal repayments on Priming Term Loan		(201,349	)		(715	)
Principal repayments on Subordinated Term Loan-related party		(21,181	)		—
Proceeds from issuance of Term Loan		164,050			—
Third-party debt financing costs		(3,686	)		—
Surrender of shares to pay withholding taxes		(1,930	)		(821	)
Net cash used in financing activities		(64,096	)		(1,536	)
Net change in cash and cash equivalents		(59,162	)		4,882
Cash and cash equivalents:
Beginning of Period		87,053			35,957
End of Period	$	27,891		$	40,839


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (Unaudited)	2
	Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)	3
	Condensed Consolidated ~~Statement~~Statements of Shareholders’ ~~/ Members’~~ 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	1015
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1822
Item 4.	Controls and Procedures	1822
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	1923
Item 1A.	Risk Factors	1923
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1923
Item 3.	Defaults Upon Senior Securities	1923
Item 4.	Mine Safety Disclosures	1923
Item 5.	Other Information	1923
Item 6.	Exhibits	1923
Exhibit Index		2023
Signatures		2125

																		Total
													Additional					Shareholders’ /
	Common Units					Common Stock				Contributed			Paid-in			Accumulated		Members’
	Units			Amount		Shares		Amount		Capital			Capital			Earnings		Equity
Balance, January 28, 2017		1,000,000		$	—		—	$	—	$	116,743		$	—		$	6,121	$	122,864
Other equity transactions		—			—		—		—		305			—			—		305
Corporate conversion		(1,000,000	)		—		—		—		(117,048	)		117,048			—		—
Issuance of common stock		—			—		43,747,944		437		—			(437	)		—		—
Equity-based compensation		—			—		—		—		—			539			—		539
Net income		—			—		—		—		—			—			26,017		26,017
Balance, October 28, 2017		—		$	—		43,747,944	$	437	$	—		$	117,150		$	32,138	$	149,725


	April 29, 2023		January 28, 2023
Contract liabilities:
Signing bonus (1)	$	47	$	82
Unredeemed gift cards		5,918		7,131
Total contract liabilities	$	5,965	$	7,213


		April 29, 2023
	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		94,128		2,620		37,452
Total intangible assets		$	192,300	$	94,128	$	26,720	$	71,452


	At April 29, 2023
	Outstanding Balance			Original Issue Discount			Capitalized Fees & Expenses			Balance Sheet
Term Loan due 2028	$	175,000		$	(10,847	)	$	(3,616	)	$	160,537
Less: Current portion		(8,750	)		—			—			(8,750	)
Net long-term debt	$	166,250		$	—		$	—		$	151,787


	At January 28, 2023
	Outstanding Balance			Original Issue Discount			Capitalized Fees & Expenses			Balance Sheet
Priming Term Loan due 2024	$	201,349		$	(786	)	$	(1,622	)	$	198,941
Subordinated Term Loan due 2024		20,548			—			(10,829	)		9,719
Totals		221,897			(786	)		(12,451	)		208,660
Less: Current portion		(3,424	)		—			—			(3,424	)
Net long-term debt	$	218,473		$	(786	)	$	(12,451	)	$	205,236

	October 28, 2017			January 28, 2017
Term Loan	$	253,876		$	275,975
Discount on debt and debt issuance costs		(6,999	)		(8,736	)
Less: Current portion		(2,799	)		(2,799	)
Net long-term debt	$	244,078		$	264,440


			Fair Value as of April 29, 2023
	Carrying Value		Level 1		Level 2		Level 3
Financial instruments not carried at fair value:
Total debt	$	160,537	$	—	$	160,537	$	—
Total financial instruments not carried at fair value	$	160,537	$	—	$	160,537	$	—


			Fair Value as of January 28, 2023
	Carrying Value		Level 1		Level 2		Level 3
Financial instruments not carried at fair value:
Total debt	$	208,660	$	—	$	223,616	$	—
Total financial instruments not carried at fair value	$	208,660	$	—	$	223,616	$	—

	For the Thirty-Nine Weeks Ended										Change from the Thirty-Nine Weeks Ended October 29, 2016 to the Thirty-Nine Weeks
(in thousands)	October 28, 2017					October 29, 2016					Ended October 28, 2017
	Dollars		% of Net Sales			Dollars		% of Net Sales			$ Change		% Change
Net sales	$	509,473		100.0	%	$	472,139		100.0	%	$	37,334		7.9	%
Costs of goods sold		162,721		31.9	%		149,673		31.7	%		13,048		8.7	%
Gross profit		346,752		68.1	%		322,466		68.3	%		24,286		7.5	%
Selling, general and administrative expenses		289,284		56.8	%		273,882		58.0	%		15,402		5.6	%
Operating income		57,468		11.3	%		48,584		10.3	%		8,884		18.3	%
Interest expense		14,525		2.9	%		13,630		2.9	%		895		6.6	%
Income before provision for income taxes		42,943		8.4	%		34,954		7.4	%		7,989		22.9	%
Provision for income taxes		16,926		3.3	%		12,924		2.7	%		4,002		31.0	%
Net income	$	26,017		5.1	%	$	22,030		4.7	%	$	3,987		18.1	%