On July 23, 2020, Mahwah Bergen Retail Group, Inc. (f/k/a Ascena Retail Group, Inc.), a Delaware corporation (the “Company”), and certain of its subsidiaries commenced the Chapter 11 Cases, which are described in Note 2. As part of the Chapter 11 Cases, the Company has divested the Catherines’ e-commerce business, Justice’s intellectual property and other assets and certain assets and liabilities relating to the Company’s Ann Taylor, LOFT and Lane Bryant brands. In addition, the Company has closed all of its Catherines’ and Justice brick and mortar locations. These transactions, some of which occurred subsequent to the first quarter of Fiscal 2021, are collectively referred to as the “Chapter 11 Sales and Closures.” As a result of the Chapter 11 Sales and Closures, the Company has no remaining revenue-producing operations and its sole operations consist of expenses associated with the completion of the Chapter 11 Cases and the winding down the Company’s operations after the end of the Chapter 11 Cases.

Prior to the consummation of the Chapter 11 Sales and Closures, the Company was a national specialty retailer of apparel for women and tween girls, and its continuing operations consisted of its direct channel operations and approximately 2,300 stores throughout the United States, Canada and Puerto Rico as of August 1, 2020. The Company had annual revenues for the fiscal year ended August 1, 2020 of approximately $3.5 billion. The Company and its subsidiaries are collectively referred to herein as the “Company,” “we,” “us,” “our” and “ourselves,” unless the context indicates otherwise.

Prior to the consummation of the Chapter 11 Sales and Closures, the Company operated its business in three reportable segments: Premium Fashion, Plus Fashion, and Kids Fashion. All of our segments sold fashion merchandise to the women's and girls' apparel market across a wide range of ages, sizes and demographics. Our segments consisted of specialty retail, outlet and direct channel.

Our Premium Fashion segment consisted of our Ann Taylor and LOFT brands; our Plus Fashion segment consisted of our Lane Bryant brand; and our Kids Fashion segment consisted of our Justice brand. As further discussed in Note 3, the Company completed the wind down of Dressbarn in the second quarter of Fiscal 2020, which concluded the reporting of the Value Fashion segment.

For a more detailed description of each brand’s products and markets in which they served, see Part I, Item 1 “Business” in our Annual Report on Form 10-K for the fiscal year ended August 1, 2020 (the “Fiscal 2020 10-K”). The Company’s brands had the following store counts as of October 31, 2020:

The condensed consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. As discussed in Note 11, the Company has significant indebtedness, primarily consisting of its Term Loan, borrowings under the Amended Revolving Credit Agreement (both of which are defined in Note 11), as well as obligations related to its retail store leases. As a result of the Company’s significant indebtedness, and the negative impacts sustained due to the worldwide COVID-19 pandemic, defined and discussed below, on July 23, 2020, the Company and certain of the Company’s direct and indirect subsidiaries commenced voluntary cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”). For more information, refer to Note 2. As discussed in Note 2, the filing of the Chapter 11 Cases constitutes an event of default under the Company’s Term Loan and Amended Revolving Credit Agreement, resulting in the automatic and immediate acceleration of the outstanding obligations thereunder. The Company projects that it will not have sufficient cash on hand or available liquidity to repay such debt. These conditions and events raise substantial doubt as to the Company’s ability to continue as a going concern.