Business Wire | Dec 13, 2021 04:05PM EST

J.Jill, Inc. Announces Third Quarter 2021 Results

Dec. 13, 2021

QUINCY, Mass.--(BUSINESS WIRE)--Dec. 13, 2021--J.Jill, Inc. (NYSE:JILL) today announced financial results for the third quarter ended October 30, 2021.

Claire Spofford, President and Chief Executive Officer of J.Jill, Inc. stated, "We are pleased with our third quarter performance and are encouraged by the ongoing customer response to our product at full price. These results reflect our continued recovery as we've made progress implementing our strategic initiatives resulting in healthy gross margin expansion and significant year-over-year improvement in Adjusted EBITDA. Our focus on full price selling, improved inventory management, and the frequent flow of inspired products has further strengthened our operating model."

Ms. Spofford continued, "Entering the holiday season, we are well-positioned to delight our customers with the newness and novelty that she has responded to throughout this year. Our teams have worked hard to manage the supply chain so that we have the right inventory levels for the holiday season and through the fourth quarter. We are pleased with our progress as we continue to position J.Jill for long term sustainable growth that will create value for investors."

For the third quarter ended October 30, 2021:

* Total net sales for the thirteen weeks ended October 30, 2021 were up 29.4% to $151.7 million compared to $117.2 million for the thirteen weeks ended October 31, 2020. * Total company comparable sales, which includes comparable store and direct to consumer sales, increased by 42.2%. * Direct to consumer net sales were down 8.3% over 2020 driven by lower markdown sales and represented 44.9% of total net sales. * Gross profit was $104.5 million compared to $69.0 million in the third quarter of fiscal 2020. Gross margin was 68.9% compared to 58.9% in the third quarter of fiscal 2020. The year over year gross margin increase was driven by strong full price selling and reduced promotions which more than offset approximately 200bps of freight expense due to supply chain disruption. * SG&A was $85.5 million compared to $92.2 million in the third quarter of fiscal 2020. In third quarter of fiscal 2020, SG&A included $12.8 million of transaction costs related to the debt-restructuring completed on September 30, 2020, and other one-time expenses compared with a one-time benefit of $0.2 million in the third quarter of fiscal 2021. Excluding these one-time items from both periods, SG&A as a percentage of total net sales was 56.5% compared to 67.7% in the third quarter of fiscal 2020. * Income from operations was $19.0 million compared to a loss of $24.1 million in the third quarter of fiscal 2020. Adjusted Income from Operations*, which excludes non-recurring items as well as impairment charges and transaction costs incurred in the third quarter of fiscal 2020 was $18.8 million compared to Adjusted Loss from Operations* of $10.4 million in the third quarter of fiscal 2020. * Interest expense was $5.2 million compared to $4.8 million in the third quarter of fiscal 2020. * During the third quarter of fiscal 2021, the Company recorded an income tax provision of $2.6 million compared to a benefit of $7.3 million in the third quarter of fiscal 2020 and the effective tax rate was 18.7% compared to 24.0% in the third quarter of fiscal 2020. * Net income was $11.2 million compared to net loss of $23.2 million in the third quarter of fiscal 2020. * Net Income per Diluted Share was $0.79 compared to a net loss of $2.52 in the third quarter of fiscal 2020 including the impact of non-recurring items. Excluding the impact of these items, Adjusted Net Income per Diluted Share* in the third quarter of fiscal 2021 was $0.65 compared to a loss of $1.18 in the third quarter of fiscal 2020. * Adjusted EBITDA* for the third quarter of fiscal 2021 was $27.0 million compared to a loss of $1.6 million in the third quarter of fiscal 2020. * The Company closed 1 store in the third quarter of fiscal 2021 and ended the quarter with 260 stores.

For the thirty-nine weeks ended October 30, 2021:

* Total net sales for the thirty-nine weeks ended October 30, 2021 were up 46.3% to $440.1 million compared to $300.8 million for the thirty-nine weeks ended October 31, 2020. * Total company comparable sales, which includes comparable store and direct to consumer sales, increased by 24.9%. * Direct to consumer net sales grew 10.0% over 2020 and represented 49.1% of total net sales, compared to 65.3% in the thirty-nine weeks ended October 31, 2020. * Gross profit was $301.7 million compared to $174.2 million in the thirty-nine weeks ended October 31, 2020. Gross margin was 68.6% compared to 57.9% in the thirty-nine weeks ended October 31, 2020. The year over year gross margin increase was driven by strong full price selling and reduced promotions. * SG&A was $250.5 million compared to $257.8 million in the thirty-nine weeks ended October 31, 2020. For the thirty-nine weeks ended October 31, 2020, SG&A included $22.1 million of transaction costs related to the debt-restructuring completed on September 30, 2020, and other one-time expenses compared with $0.5 million of one-time expenses for the thirty-nine weeks ended October 30, 2021. Excluding these one-time items from both periods, SG&A as a percentage of total net sales was 56.8% compared to 78.4% in the thirty-nine weeks ended October 31, 2020. * Income from operations was $51.2 million compared to a loss of $135.7 million in the thirty-nine weeks ended October 31, 2020. Adjusted Income from Operations*, which excludes the non-recurring items and impairment charges, was $51.7 million compared to Adjusted Loss from Operations* of $61.6 million in the thirty-nine weeks ended October 31, 2020. For the thirty-nine weeks ended October 30, 2021, the Company did not incur any impairment charges compared to $52.0 million of impairment charges in the thirty-nine weeks ended October 31, 2020. * Interest expense was $14.7 million compared to $13.6 million in the thirty-nine weeks ended October 31, 2020. * During the thirty-nine weeks ended October 30, 2021, the Company recorded $59.8 million of non-cash charges associated with mark-to-market adjustments for the outstanding warrants and an embedded derivative associated with the Company's Priming term loan. The mark-to-market adjustment was caused by the impact of J.Jill's higher stock price on the valuation of the Company's option to either paydown $4.9 million of principal on May 31, 2021 or issue additional shares to the lenders and the related antidilution provision in the warrant agreement. * During the thirty-nine weeks ended October 30, 2021, the Company recorded an income tax provision of $8.4 million compared to a benefit of $38.5 million in the thirty-nine weeks ended October 31, 2020, and the effective tax rate was -36.2% compared to 25.5% in the thirty-nine weeks ended October 31, 2020. * Net loss was $31.7 million which includes $59.8 million of charges related to the fair value adjustment of the warrants and the Priming Loan embedded derivative, compared to a loss of $112.5 million in the thirty-nine weeks ended October 31, 2020. * Net Loss per Diluted Share was $2.65 compared to a net loss of $12.49 in the thirty-nine weeks ended October 31, 2020 including the impact of non-recurring items. Excluding the impact of these items, Adjusted Net Income per Diluted Share* in the thirty-nine weeks ended October 30, 2021 was $1.84 compared to a loss of $5.97 in the thirty-nine weeks ended October 31, 2020. * Adjusted EBITDA* for the thirty-nine weeks ended October 30, 2021 was $76.6 million compared to a loss of $33.9 million in the thirty-nine weeks ended October 31, 2020. * The Company closed 7 stores in the thirty-nine weeks ended October 30, 2021 and ended the period with 260 stores.

Balance Sheet Highlights

* The Company ended the third quarter of fiscal 2021 with $17.5 million in cash and $35.6 million of total availability under its revolving credit agreement. * On August 27, 2021, the Company made a $25.0 million voluntary principal payment on the Priming Loan. This payment was made to avoid increased PIK interest and fees. * Inventory at the end of the third quarter of fiscal 2021 decreased 15.8% to $56.9 million compared to $67.6 million at the end of the third quarter of fiscal 2020.

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

Outlook

For the fourth quarter of fiscal 2021, the Company expects revenues to grow compared to the fourth quarter of fiscal 2020. The company also expects strong Adjusted EBITDA growth for the fourth quarter of fiscal 2021 compared to the prior year, driven by full price selling and a reduction in promotions which will more than offset expected incremental freight pressures and costs related to increased store operating hours and shipping costs.

The Company now expects total capital spend in fiscal 2021 to be about $6.0 million and expects to close approximately 20 stores in fiscal 2021.

Conference Call Information

A conference call to discuss third quarter 2021 results is scheduled for today, December 13, 2021, at 4:30 p.m. Eastern Time. Those interested in participating in the call are invited to dial (844) 502-5028 or (647) 689-5145 if calling internationally. Please dial in approximately 10 minutes prior to the start of the call and reference Conference ID 5847597 when prompted. A live audio webcast of the conference call will be available online at http://investors.jjill.com/Investors-Relations/News-Events/events.

A taped replay of the conference call will be available approximately two hours following the call and can be accessed both online and by dialing (800) 585-8367 or (416) 621-4642. The pin number to access the telephone replay is 5847597. The telephone replay will be available until Monday, December 20, 2021.

About J.Jill, Inc.

J.Jill is a premier omnichannel retailer and nationally recognized women's apparel brand committed to delighting customers with great wear-now product. The brand represents an easy, thoughtful and inspired style that reflects the confidence of remarkable women who live life with joy, passion and purpose. J.Jill offers a guiding customer experience through 260 stores nationwide and a robust e-commerce platform. J.Jill is headquartered outside Boston. For more information, please visit www.jjill.com or http://investors.jjill.com. The information included on our websites is not incorporated by reference herein.

Non-GAAP Financial Measures

To supplement our unaudited consolidated financial statements presented in accordance with generally accepted accounting principles ("GAAP"), we use the following non-GAAP measures of financial performance:

* Adjusted EBITDA, which represents net income (loss) plus interest expense, provision (benefit) for income taxes, depreciation and amortization, equity-based compensation expense, impairments of goodwill, intangible assets and other long-lived assets, fair value adjustments of warrants and derivatives and other non-recurring expenses and one-time items. We present Adjusted EBITDA on a consolidated basis because management uses it as a supplemental measure in assessing our operating performance, and we believe that it is helpful to investors, securities analysts and other interested parties as a measure of our comparative operating performance from period to period. We also use Adjusted EBITDA as one of the primary methods for planning and forecasting overall expected performance of our business and for evaluating on a quarterly and annual basis actual results against such expectations. Further, we recognize Adjusted EBITDA as a commonly used measure in determining business value and as such, use it internally to report results. * Adjusted Income (Loss) from Operations, which represents operating income (loss) plus impairments of goodwill, intangible assets and other long-lived assets and other non-recurring expense and one-time items. We present Adjusted Income (Loss) from Operations because management uses it as a supplemental measure in assessing our operating performance, and we believe that it is helpful to investors, securities analysts, and other interested parties as a measure of our comparative operating performance from period to period. * Adjusted Net Income (Loss), which represents net income (loss) plus impairments of goodwill, intangible assets and other long-lived assets, fair value adjustments of warrants and derivatives and other non-recurring expenses and one-time items. We present Adjusted Net Income (Loss) because management uses it as a supplemental measure in assessing our operating performance, and we believe that it is helpful to investors, securities analysts and other interested parties as a measure of our comparative operating performance from period to period. * Adjusted Diluted Earnings (Loss) per Share ("Adjusted Diluted EPS") represents Adjusted Net Income (Loss) divided by the number of fully diluted shares outstanding. Adjusted Diluted EPS is presented as a supplemental measure in assessing our operating performance, and we believe that it is helpful to investors, securities analysts and other interested parties as a measure of our comparative operating performance from period to period.

While we believe that Adjusted EBITDA, Adjusted Income (Loss) from Operations, Adjusted Net Income (Loss) and Adjusted Diluted EPS are useful in evaluating our business, they are non-GAAP financial measures that have limitations as analytical tools. Adjusted EBITDA, Adjusted Income (Loss) from Operations, Adjusted Net Income (Loss) and Adjusted Diluted EPS should not be considered alternatives to, or substitutes for, net income (loss) or EPS, which are calculated in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate Adjusted EBITDA, Adjusted Income (Loss) from Operations, Adjusted Net Income (Loss) and Adjusted Diluted EPS differently or not at all, which reduces the usefulness of such non-GAAP financial measures as tools for comparison. We recommend that you review the reconciliation and calculation of Adjusted EBITDA, Adjusted Income (Loss) from Operations, Adjusted Net Income (Loss) and Adjusted Diluted EPS to net income (loss) and EPS, the most directly comparable GAAP financial measures, under "Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA and Adjusted Net Income (Loss) as well as Reconciliation of GAAP Operating Income (Loss) to Adjusted Income (Loss) from Operations" and not rely solely on Adjusted EBITDA, Adjusted Income (Loss) from Operations, Adjusted Net Income (Loss), Adjusted Diluted EPS or any single financial measure to evaluate our business.

Forward-Looking Statements

This press release contains, and oral statements made from time to time by our representatives may contain, "forward-looking statements." Forward-looking statements include statements under "Outlook" and other statements identified by words such as "could," "may," "might," "will," "likely," "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects," "continues," "projects" and similar references to future periods, or by the inclusion of forecasts or projections. Forward-looking statements are based on our current expectations and assumptions regarding capital market conditions, our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, regional, national or global political, economic, business, competitive, market and regulatory conditions, including risks regarding our ability to manage inventory or anticipate consumer demand; changes in consumer confidence and spending; our competitive environment; our failure to open new profitable stores or successfully enter new markets; the impact of the COVID-19 epidemic on the Company and the economy as a whole; post-pandemic changes in customer behavior and the timeline of economic recovery; the Company's ability to take actions that are sufficient to eliminate the substantial doubt about its ability to continue as a going concern; the Company's ability to regain compliance with the continued listing criteria of the NYSE; the Company's ability to execute its plan to regain compliance with the continued listing criteria of the NYSE and to continue to comply with applicable listing standards within the available cure period; risks arising from the potential suspension of trading of the Company's common stock on the NYSE; and other factors set forth under "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended January 31, 2021. Any forward-looking statement made in this press release speaks only as of the date on which it is made. J.Jill undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

(Tables Follow)

J.Jill, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(Amounts in thousands, except share and per share data)

For the Thirteen Weeks Ended

October 30, October 31, 2021 2020

Net sales $ 151,731 $ 117,224

Costs of goods sold 47,196 48,225

Gross profit 104,535 68,999

Selling, general and administrative expenses 85,531 92,184

Impairment of long-lived assets ^(a) - 906

Operating income (loss) 19,004 (24,091 )

Fair value adjustment of derivative - 1,628

Interest expense 4,567 4,753

Interest expense, net - related party 607 -

Income (loss) before provision for income taxes 13,830 (30,472 )

Income tax provision (benefit) 2,592 (7,313 )

Net income (loss) and total comprehensive income $ 11,238 $ (23,159 )(loss)

Net income (loss) per common share attributable - - to common shareholders

Basic $ 0.81 $ (2.52 )

Diluted $ 0.79 $ (2.52 )

Weighted average number of common shares - - outstanding

Basic 13,798,130 9,177,350

Diluted 14,174,218 9,177,350

(a)

Represents impairment of long-lived assets related to the right-of-use asset and leasehold improvements.

(a) Represents impairment of long-lived assets related to the right-of-use asset and leasehold improvements.

J.Jill, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(Amounts in thousands, except share and per share data)

For the Thirty-Nine Weeks Ended

October 30, 2021

October 31, 2020

Net sales

$

440,053

$

300,829

Costs of goods sold

138,339

126,645

Gross profit

301,714

174,184

Selling, general and administrative expenses

250,516

257,829

Impairment of long-lived assets (a)

-

27,493

Impairment of goodwill

-

17,900

Impairment of indefinite-lived intangible assets

-

6,620

Operating income (loss)

51,198

(135,658

)

Fair value adjustment of derivative

2,775

1,628

Fair value adjustment of warrants - related party (b)

56,984

-

Interest expense, net

13,130

13,640

Interest expense, net - related party

1,597

-

Loss before provision (benefit) for income taxes

(23,288

)

(150,926

)

Income tax provision (benefit)

8,430

(38,464

)

Net loss and total comprehensive loss

$

(31,718

)

$

(112,462

)

Net loss per common share attributable to common shareholders:

Basic

$

(2.65

)

$

(12.49

)

Diluted

$

(2.65

)

$

(12.49

)

Weighted average number of common shares outstanding:

Basic

11,971,405

9,004,321

Diluted

11,971,405

9,004,321

J.Jill, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(Amounts in thousands, except share and per share data)

For the Thirty-Nine Weeks Ended

October 30, October 31, 2021 2020

Net sales $ 440,053 $ 300,829

Costs of goods sold 138,339 126,645

Gross profit 301,714 174,184

Selling, general and administrative expenses 250,516 257,829

Impairment of long-lived assets ^(a) - 27,493

Impairment of goodwill - 17,900

Impairment of indefinite-lived intangible - 6,620 assets

Operating income (loss) 51,198 (135,658 )

Fair value adjustment of derivative 2,775 1,628

Fair value adjustment of warrants - related 56,984 - party ^(b)

Interest expense, net 13,130 13,640

Interest expense, net - related party 1,597 -

Loss before provision (benefit) for income (23,288 ) (150,926 )taxes

Income tax provision (benefit) 8,430 (38,464 )

Net loss and total comprehensive loss $ (31,718 ) $ (112,462 )

Net loss per common share attributable to common shareholders:

Basic $ (2.65 ) $ (12.49 )

Diluted $ (2.65 ) $ (12.49 )

Weighted average number of common shares outstanding:

Basic 11,971,405 9,004,321

Diluted 11,971,405 9,004,321

(a)Represents impairment of long-lived assets related to the right-of-use asset and leasehold improvements.

(b)The fair value adjustment of warrants increased due to the increase in J.Jill's stock price from January 30, 2021 through May 31, 2021.

Represents impairment of long-lived assets related to the right-of-use(a) asset and leasehold improvements.

The fair value adjustment of warrants increased due to the increase in(b) J.Jill's stock price from January 30, 2021 through May 31, 2021.

J.Jill, Inc.

Consolidated Balance Sheets

(Unaudited)

(Amounts in thousands, except common share data)

October 30, 2021

January 30, 2021

Assets

Current assets:

Cash

$

17,473

$

4,407

Accounts receivable

8,073

7,793

Inventories, net

56,902

58,034

Prepaid expenses and other current assets

43,675

43,035

Total current assets

126,123

113,269

Property and equipment, net

60,047

73,906

Intangible assets, net

82,777

88,976

Goodwill

59,697

59,697

Operating lease assets, net

137,386

161,135

Other assets

140

199

Total assets

$

466,170

$

497,182

Liabilities and Shareholders' Deficit

Current liabilities:

Accounts payable

$

54,238

$

56,263

Accrued expenses and other current liabilities

51,851

43,854

Current portion of long-term debt

6,999

2,799

Current portion of operating lease liabilities

33,254

37,967

Borrowings under revolving credit facility

-

11,146

Total current liabilities

146,342

152,029

Long-term debt, net of discount and current portion

196,771

225,401

Long-term debt, net of discount and current portion - related party

4,908

3,311

Deferred income taxes

14,114

13,835

Operating lease liabilities, net of current portion

151,468

179,022

Warrants - related party (Note 8)

-

15,997

Derivative liability (Note 8)

-

2,436

Other liabilities

1,434

2,049

Total liabilities

515,037

594,080

Commitments and contingencies

Shareholders' Deficit

Common stock, par value $0.01 per share; 50,000,000 shares authorized; 9,987,999 and 9,631,633 shares issued and outstanding at October 30, 2021 and January 30, 2021, respectively

100

97

Additional paid-in capital

209,109

129,363

Accumulated deficit

(258,076

)

(226,358

)

Total shareholders' deficit

(48,867

)

(96,898

)

Total liabilities and shareholders' deficit

$

466,170

$

497,182

J.Jill, Inc.

Consolidated Balance Sheets

(Unaudited)

(Amounts in thousands, except common share data)

October 30, January 30, 2021 2021

Assets

Current assets:

Cash $ 17,473 $ 4,407

Accounts receivable 8,073 7,793

Inventories, net 56,902 58,034

Prepaid expenses and other current assets 43,675 43,035

Total current assets 126,123 113,269

Property and equipment, net 60,047 73,906

Intangible assets, net 82,777 88,976

Goodwill 59,697 59,697

Operating lease assets, net 137,386 161,135

Other assets 140 199

Total assets $ 466,170 $ 497,182

Liabilities and Shareholders' Deficit

Current liabilities:

Accounts payable $ 54,238 $ 56,263

Accrued expenses and other current liabilities 51,851 43,854

Current portion of long-term debt 6,999 2,799

Current portion of operating lease liabilities 33,254 37,967

Borrowings under revolving credit facility - 11,146

Total current liabilities 146,342 152,029

Long-term debt, net of discount and current 196,771 225,401 portion

Long-term debt, net of discount and current 4,908 3,311 portion - related party

Deferred income taxes 14,114 13,835

Operating lease liabilities, net of current 151,468 179,022 portion

Warrants - related party (Note 8) - 15,997

Derivative liability (Note 8) - 2,436

Other liabilities 1,434 2,049

Total liabilities 515,037 594,080

Commitments and contingencies

Shareholders' Deficit

Common stock, par value $0.01 per share;50,000,000 shares authorized; 9,987,999 and9,631,633 shares issued and outstanding at 100 97 October 30, 2021 and January 30, 2021,respectively

Additional paid-in capital 209,109 129,363

Accumulated deficit (258,076 ) (226,358 )

Total shareholders' deficit (48,867 ) (96,898 )

Total liabilities and shareholders' deficit $ 466,170 $ 497,182

J.Jill, Inc.

Reconciliation of GAAP Net Loss to Adjusted EBITDA

(Unaudited)

(Amounts in thousands)

For the Thirteen Weeks Ended

October 30, 2021

October 31, 2020

Net income (loss)

$

11,238

$

(23,159

)

Fair value adjustment of derivative

-

1,628

Interest expense, net

4,567

4,753

Interest expense, net - related party

607

-

Income tax provision (benefit)

2,592

(7,313

)

Depreciation and amortization

7,227

8,359

Equity-based compensation expense (a)

789

323

Write-off of property and equipment (b)

171

120

Adjustment for costs to exit retail stores (c)

(471

)

(556

)

Impairment of long-lived assets (d)

-

906

Transaction costs (e)

-

12,912

Other non-recurring items (f)

240

410

Adjusted EBITDA

$

26,960

$

(1,617

)

For the Thirty-Nine Weeks Ended

October 30, 2021

October 31, 2020

Net loss

$

(31,718

)

(112,462

)

Fair value adjustment of derivative

2,775

1,628

Fair value adjustment of warrants - related party (g)

56,984

-

Interest expense, net

13,130

13,640

Interest expense, net - related party

1,597

-

Income tax provision (benefit)

8,430

(38,464

)

Depreciation and amortization

22,098

25,672

Equity-based compensation expense (a)

1,881

1,614

Write-off of property and equipment (b)

887

376

Adjustment for costs to exit retail stores (c)

(1,181

)

(958

)

Impairment of goodwill and other intangible assets

-

24,520

Impairment of long lived assets (d)

-

27,493

Transaction costs (e)

-

20,636

Other non-recurring items (f)

1,708

2,393

Adjusted EBITDA

$

76,591

$

(33,912

)

J.Jill, Inc.

Reconciliation of GAAP Net Loss to Adjusted EBITDA

(Unaudited)

(Amounts in thousands)

For the Thirteen Weeks Ended

October 30, October 31, 2021 2020

Net income (loss) $ 11,238 $ (23,159 )

Fair value adjustment of derivative - 1,628

Interest expense, net 4,567 4,753

Interest expense, net - related party 607 -

Income tax provision (benefit) 2,592 (7,313 )

Depreciation and amortization 7,227 8,359

Equity-based compensation expense ^(a) 789 323

Write-off of property and equipment ^(b) 171 120

Adjustment for costs to exit retail stores ^(c) (471 ) (556 )

Impairment of long-lived assets ^(d) - 906

Transaction costs ^(e) - 12,912

Other non-recurring items ^(f) 240 410

Adjusted EBITDA $ 26,960 $ (1,617 )



For the Thirty-Nine Weeks Ended

October 30, October 31, 2021 2020



Net loss $ (31,718 ) (112,462 )

Fair value adjustment of derivative 2,775 1,628

Fair value adjustment of warrants - related 56,984 - party ^(g)

Interest expense, net 13,130 13,640

Interest expense, net - related party 1,597 -

Income tax provision (benefit) 8,430 (38,464 )

Depreciation and amortization 22,098 25,672

Equity-based compensation expense ^(a) 1,881 1,614

Write-off of property and equipment ^(b) 887 376

Adjustment for costs to exit retail stores ^(c) (1,181 ) (958 )

Impairment of goodwill and other intangible - 24,520 assets

Impairment of long lived assets ^(d) - 27,493

Transaction costs ^(e) - 20,636

Other non-recurring items ^(f) 1,708 2,393

Adjusted EBITDA $ 76,591 $ (33,912 )

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

(c)Represents non-cash adjustments associated with exiting store leases earlier than anticipated.

(d)Represents impairment of long-lived assets related to the right-of-use asset and leasehold improvements for the thirteen and thirty-nine weeks ended October 31, 2020.

(e)

Represents items management believes are not indicative of ongoing operating performance. For the thirteen and thirty-nine weeks ended October 31, 2020, these expenses are primarily composed of legal and advisory costs.

(f)Represents items management believes are not indicative of ongoing operating performance, including professional fees, retention expenses and costs related to the COVID-19 pandemic.

(g)The fair value adjustment of warrants increased due to the increase in J.Jill's stock price from January 30, 2021 through May 31, 2021.

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

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

Represents non-cash adjustments associated with exiting store leases(c) earlier than anticipated.

Represents impairment of long-lived assets related to the right-of-use(d) asset and leasehold improvements for the thirteen and thirty-nine weeks ended October 31, 2020.

Represents items management believes are not indicative of ongoing(e) operating performance. For the thirteen and thirty-nine weeks ended October 31, 2020, these expenses are primarily composed of legal and advisory costs.

Represents items management believes are not indicative of ongoing(f) operating performance, including professional fees, retention expenses and costs related to the COVID-19 pandemic.

The fair value adjustment of warrants increased due to the increase in(g) J.Jill's stock price from January 30, 2021 through May 31, 2021.

J.Jill, Inc.

Reconciliation of GAAP Operating Income (Loss) to Adjusted Income (Loss) from Operations

(Unaudited)

(Amounts in thousands)

For the Thirteen Weeks Ended

October 30, 2021

October 31, 2020

Operating income (loss)

$

19,004

$

(24,091

)

Adjustment for costs to exit retail stores (a)

(471

)

(556

)

Impairment of long-lived assets (b)

-

906

Transaction costs (c)

-

12,912

Other non-recurring items (d)

240

410

Adjusted income (loss) from operations

$

18,773

$

(10,419

)

For the Thirty-Nine Weeks Ended

October 30, 2021

October 31, 2020

Operating income (loss)

$

51,198

$

(135,658

)

Adjustment for costs to exit retail stores (a)

(1,181

)

(958

)

Impairment of goodwill and other intangible assets

-

24,520

Impairment of long-lived assets (b)

-

27,493

Transaction costs (c)

-

20,636

Other non-recurring items (d)

1,708

2,393

Adjusted income (loss) from operations

$

51,725

$

(61,574

)

J.Jill, Inc.

Reconciliation of GAAP Operating Income (Loss) to Adjusted Income (Loss) fromOperations

(Unaudited)

(Amounts in thousands)

For the Thirteen Weeks Ended

October 30, October 31, 2021 2020

Operating income (loss) $ 19,004 $ (24,091 )

Adjustment for costs to exit retail stores ^(a) (471 ) (556 )

Impairment of long-lived assets ^(b) - 906

Transaction costs ^(c) - 12,912

Other non-recurring items ^(d) 240 410

Adjusted income (loss) from operations $ 18,773 $ (10,419 )



For the Thirty-Nine Weeks Ended

October 30, October 31, 2021 2020



Operating income (loss) $ 51,198 $ (135,658 )

Adjustment for costs to exit retail stores ^(a) (1,181 ) (958 )

Impairment of goodwill and other intangible - 24,520 assets

Impairment of long-lived assets ^(b) - 27,493

Transaction costs ^(c) - 20,636

Other non-recurring items ^(d) 1,708 2,393

Adjusted income (loss) from operations $ 51,725 $ (61,574 )

(a)

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

(b)

Represents impairment of long-lived assets related to the right-of-use asset and leasehold improvements.

(c)Represents items management believes are not indicative of ongoing operating performance and are primarily composed of legal and advisory costs.

(d)Represents items management believes are not indicative of ongoing operating performance, including professional fees, retention expenses and costs related to the COVID-19 pandemic.

(a) Represents non-cash adjustments associated with exiting store leases earlier than anticipated.

(b) Represents impairment of long-lived assets related to the right-of-use asset and leasehold improvements.

Represents items management believes are not indicative of ongoing(c) operating performance and are primarily composed of legal and advisory costs.

Represents items management believes are not indicative of ongoing(d) operating performance, including professional fees, retention expenses and costs related to the COVID-19 pandemic.

J.Jill, Inc.

Reconciliation of GAAP Net Loss to Adjusted Net Income (Loss)

(Unaudited)

(Amounts in thousands, except share and per share data)

For the Thirteen Weeks Ended

October 30, 2021

October 31, 2020

Net income (loss) and total comprehensive income (loss)

$

11,238

$

(23,159

)

Add: Income tax provision (benefit)

2,592

(7,313

)

Loss before provision (benefit) for income tax

13,830

(30,472

)

Add: Fair value adjustment of derivative

-

1,628

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

(471

)

(556

)

Add: Impairment of long-lived assets (c)

-

906

Add: Transaction costs

-

12,912

Add: Other non-recurring items (d)

240

410

Adjusted income (loss) before income tax provision (benefit)

13,599

(15,172

)

Less: Adjusted tax provision (benefit) (e)

4,379

(4,324

)

Adjusted net income (loss)

$

9,220

$

(10,848

)

Adjusted net income (loss) per common share

Diluted

$

0.65

$

(1.18

)

Weighted average number of common shares

Diluted

14,174,218

9,177,350

J.Jill, Inc.

Reconciliation of GAAP Net Loss to Adjusted Net Income (Loss)

(Unaudited)

(Amounts in thousands, except share and per share data)

For the Thirteen Weeks Ended

October 30, October 31, 2021 2020

Net income (loss) and total comprehensive $ 11,238 $ (23,159 )income (loss)

Add: Income tax provision (benefit) 2,592 (7,313 )

Loss before provision (benefit) for income tax 13,830 (30,472 )

Add: Fair value adjustment of derivative - 1,628

Add: Adjustment for costs to exit retail stores (471 ) (556 )^(b)

Add: Impairment of long-lived assets ^(c) - 906

Add: Transaction costs - 12,912

Add: Other non-recurring items ^(d) 240 410

Adjusted income (loss) before income tax 13,599 (15,172 )provision (benefit)

Less: Adjusted tax provision (benefit) ^(e) 4,379 (4,324 )

Adjusted net income (loss) $ 9,220 $ (10,848 )

Adjusted net income (loss) per common share

Diluted $ 0.65 $ (1.18 )

Weighted average number of common shares

Diluted 14,174,218 9,177,350

For the Thirty-Nine Weeks Ended

October 30, 2021

October 31, 2020

Net loss and total comprehensive loss

$

(31,718

)

$

(112,462

)

Add: Income tax benefit

8,430

(38,464

)

Loss before provision (benefit) for income tax

(23,288

)

(150,926

)

Add: Fair value adjustment of derivative

2,775

1,628

Add: Fair value adjustment of warrants - related party (a)

56,984

-

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

(1,181

)

(958

)

Add: Impairment of goodwill and other intangible assets

-

24,520

Add: Impairment of long-lived assets (c)

-

27,493

Add: Transaction costs

-

20,636

Add: Other non-recurring items (d)

1,708

2,393

Adjusted income (loss) before income tax provision (benefit)

36,998

(75,214

)

Less: Adjusted tax provision (benefit) (e)

11,913

(21,436

)

Adjusted net income (loss)

$

25,085

$

(53,778

)

Adjusted net income (loss) per common share

Diluted

$

1.84

$

(5.97

)

Weighted average number of common shares

Diluted

13,657,543

9,004,321

For the Thirty-Nine Weeks Ended

October 30, October 31, 2021 2020

Net loss and total comprehensive loss $ (31,718 ) $ (112,462 )

Add: Income tax benefit 8,430 (38,464 )

Loss before provision (benefit) for income tax (23,288 ) (150,926 )

Add: Fair value adjustment of derivative 2,775 1,628

Add: Fair value adjustment of warrants - 56,984 - related party ^(a)

Add: Adjustment for costs to exit retail (1,181 ) (958 )stores ^(b)

Add: Impairment of goodwill and other - 24,520 intangible assets

Add: Impairment of long-lived assets ^(c) - 27,493

Add: Transaction costs - 20,636

Add: Other non-recurring items ^(d) 1,708 2,393

Adjusted income (loss) before income tax 36,998 (75,214 )provision (benefit)

Less: Adjusted tax provision (benefit) ^(e) 11,913 (21,436 )

Adjusted net income (loss) $ 25,085 $ (53,778 )

Adjusted net income (loss) per common share

Diluted $ 1.84 $ (5.97 )

Weighted average number of common shares

Diluted 13,657,543 9,004,321

(a)

The fair value adjustment of warrants increased due to the increase in J.Jill's stock price from the beginning of the respective period through May 31, 2021.

(b)

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

(c)

Represents impairment of long-lived assets related to the right-of-use asset and leasehold improvements.

(d)

Represents items management believes are not indicative of ongoing operating performance, including professional fees, retention expenses and costs related to the COVID-19 pandemic.

(e)

The adjusted tax provision for adjusted net income is estimated by applying a rate of 32.2% for the third quarter of fiscal 2021 and 28.5% for the third quarter of fiscal 2020 to the adjusted loss before income tax provision (benefit).

View source version on businesswire.com: https://www.businesswire.com/news/home/20211213005707/en/

CONTACT: Investor Relations: Caitlin Churchill ICR, Inc. investors@jjill.com 203-682-8200

CONTACT: Business and Financial Media: Ariel Kouvaras Sloane & Company akouvaras@sloanepr.com 973-897-6241

CONTACT: Brand Media: Chris Gayton J.Jill, Inc. media@jjill.com 617-689-7916