What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2024-03-27 compared with 2023-03-23 · 349 added, 298 removed, 650 unchanged (50% of the section changed)

20 unchanged sentences

Risks Relating to Our Business:

Increasing interest rates and inflationary conditions have and may continue

to adversely impact

our customers’ discretionary income or willingness to purchase discretionary

items, which may

adversely affect our business, margins, results of operations and financial condition.

Increasing interest

adversely affected

our customers’

discretionary income,

Continued high interest rates and inflationary conditions have and

may continue to adversely

impact our customers’ discretionary income or willingness to purchase

discretionary items, which

may adversely affect our business, margins, results of operations and financial

Continued high interest rates have adversely affected our customers’ discretionary income, in part due

interest costs

associated with

credit accounts

including revolving

credit accounts,

mortgage loans and other credit accounts.

1 unchanged sentence

higher interest rates

deter our customers from

purchasing discretionary items such as

apparel, shoes and jewelry.

non-discretionary

customers’ discretionary income.

Any reduction in our customers’ discretionary spending on our products

could erode our sales volume and adversely affect our results of operations and

financial condition.

Increased product costs, freight costs, wage increases and operating

costs due to inflation and

other factors, as well as limitations in our ability to offset these cost increases by increasing

retail prices of our products or otherwise, have and may continue to adversely

affect our business,

margins, results of operations and financial condition.

levels, as well

more difficult to

hire new associates

and retain existing associates.

and inflation

our operating

customers from

purchasing discretionary

inflationary pressures

unable to offset

of these increased

our business by

increasing the

operations and financial condition may be adversely affected.

unwillingness

customers’ willingness

apparel, shoe

prices associated

with non-discretionary

items, including

costs increase

discretionary

conditions could also

lead our customers

to reduce their

amount of current

discretionary spending on our

products even in the

absence of price increases,

which could erode our

sales volume and adversely

our results of operations and financial condition.

discretionary

spending on our products could

erode our sales volume and

adversely affect our results

of operations and

financial condition.

Because we source a significant portion of our merchandise directly

and indirectly from overseas,

we are subject to risks associated with international operations and risks

that affect the prevailing

social, economic, political, public health and other conditions in

the areas from which we source

changes, disruptions, increased costs

or other problems affecting the Company’s

merchandise supply chain have and could continue to materially and

adversely affect the

Company’s business, results of operations and financial condition.

A significant amount of our merchandise is

manufactured overseas, principally in Southeast Asia.

directly import some of this merchandise and

indirectly import the remaining merchandise from domestic

COVID-19), financial or other forms of instability or other events resulting in the disruption of trade from

imposition of, or changes

in, laws, regulations or

changes in duties, quotas, tariffs,

taxes or governmental

significant delays

interruptions in

merchandise or

we are subject to risks associated with changes, disruptions, increased

costs or other problems

affecting the Company’s merchandise supply chain;

the risks of conducting international

operations and risks that affect the prevailing social, economic, political, public health

conditions in the areas from which we source merchandise have

and could continue to materially

and adversely affect the Company’s business, results of operations and financial condition.

A significant amount of our merchandise is manufactured overseas, principally in Southeast Asia.

sustained drought

causing longer

transit times

the number of containers on a vessel due to vessel draft restrictions.

also face disruptions from issues

vessels transiting the

Suez Canal and

Red Sea, which

are being forced

distance around the

the hostilities in

the Middle East.

These continued issues

may continue to

ocean freight costs,

delay merchandise deliveries,

and impact our

ability to access the already limited supply of

ocean container shipping capacity that we require.

transportation

yard capacity

that impact our domestic

supply chain.

These supply chain risks

have and may continue

higher costs to transport our merchandise and delayed merchandise arrivals to our stores, which adversely

affect our ability to sell this merchandise and increase markdowns of it.

directly import

this merchandise

and indirectly

remaining merchandise

domestic vendors who acquire the merchandise from foreign

Further, our third-party

dependent on materials

primarily sourced from China.

we are subject

to numerous risks

can cause significant delays or interruptions in the supply of our merchandise

or increase our costs.

requirements for imported

merchandise, or the

imposition of, or

changes in, laws,

regulations or changes

quotas, tariffs,

governmental policies

these matters

prohibitions,

reporting requirements

have resulted

costs associated

with merchandise

Any new sanctions, tariffs and

reporting requirements enacted in the future may further

our costs associated with sourcing products from those regions

or limit our ability to procure the

increased sourcing costs.

ocean container shipping

capacity versus the

current demand for

container shipping capacity,

ocean container capacity

require, lack

containers, port

intermodal transportation (trucks

and drivers), domestic

port congestion, including

increased dwell times

for incoming container ships, lack of container

yard capacity and lack of available drayage from

transport our

merchandise and

delayed merchandise

our stores, which adversely affect our ability to sell this merchandise and increase

markdowns of it.

requirements enacted in

the future may

further increase our

costs associated with

sourcing products from

products from other regions may be limited or result in increased sourcing

Our costs are

3 unchanged sentences

dollar relative to

materially and

adversely affect

and results of

foreign currencies have impacted and may continue to impact our cost of goods sold.

can materially

and adversely affect

of operations.

increased energy

transportation

and transportation

us significant

cost increases

future adverse

cause additional

15 unchanged sentences

those goods may be more expensive or of a different or inferior quality from the ones we

non-performance

transactional

counterparties, could adversely affect our business, financial condition or results

of operations.

involving limited

non-performance or

financial institutions,

transactional counterparties

the financial

liquidity problems that

could adversely affect

2023, Silicon Valley

appointed the

Federal Deposit

Insurance Corporation,

receivership.

announced that

liquidate its

liquidation process

supervised by the California Department of Financial Protection and

Although a statement by

closure, including

uninsured deposit accounts, borrowers under credit agreements, letters of credit and

certain other financial

instruments with SVB, Signature Bank or any other financial institution that is placed into receivership by

the FDIC may be unable to access undrawn amounts thereunder.

transactional

counterparties,

landlords, our

payment processors including

and checks, our

transportation vendors

the payments generated

not being able

our distribution

our stores in

a timely manner

not being able

to retain services

that we require.

These impacts may adversely affect our financial condition, results of operations and our

ability to execute our business strategy.

Furthermore, these

adverse developments

affecting the

financial services

perceptions may

discretionary

The operation of our sourcing offices in Asia presents increased operational and

established our

to successfully oversee merchandise production to ensure

that product is produced on time and

specifications,

condition could be materially and adversely affected.

In addition, the current business environment, including geopolitical issues, make operating in

operational risks

increasing our

business in other countries.

foreign operational risks,

and international regulations

and compliance risks, as

risks, as well as regulations and regulatory enforcement priorities, which could result in increased costs or

operations and financial condition.”

Any actual or perceived deterioration in the conditions that drive

10 unchanged sentences

tax policies), levels

employment, fuel,

interest rates,

other sources

Any perception that these conditions may be worsening or continuing to trend negatively may

22 unchanged sentences

have a material adverse effect on our business, results of operations and financial

Extreme weather, natural disasters, public health threats or similar events have and may continue

to adversely affect our sales or operations from time to time.

customer trends

heavy rainfall

extreme weather

Increased product costs, freight costs, wage increases and operating

costs due to inflation and

other factors, as well as limitations in our ability to offset these cost increases by increasing

retail prices of our products or otherwise, have and may continue to adversely

affect our business,

margins, results of operations and financial condition.

labor markets

store, distribution

levels, as well

more difficult to

hire new associates

and retain existing associates.

pressures on labor and raw materials

used to make our products may continue

to increase the cost we

increasing the

retail prices

products, reducing other

otherwise, our business,

results of operations and financial condition may be adversely affected.

unwillingness

discretionary

disposable income, sentiment or financial outlook.

Moreover, the persistence or worsening of inflationary

discretionary

sales volume and adversely affect our results of operations and financial condition.

non-performance

transactional

counterparties

could adversely affect our business, financial condition or results of operations.

involving limited

non-performance or

financial institutions,

transactional counterparties

the financial

liquidity problems that

could adversely affect

our transactional counterparties,

merchandise vendors

landlords, our

payment processors

including credit

card and checks, our transportation vendors and other vendors that provide services and supplies to us, are

arrangements with

institution, such

parties’ ability

pay their obligations could be adversely affected.

If this occurred we could be

adversely impacted by not

products to our distribution center or

our stores in a timely

manner or at all, or

by not being able to

services from

third parties

These impacts

may adversely

financial condition,

developments affecting the financial services or related perceptions may negatively

impact our customers’

discretionary income or

our customers’

willingness to purchase

apparel, shoes or

jewelry products.

discretionary

adversely affect our results of operations and financial condition.

Extreme weather, natural disasters, impacts of climate change, public health threats or similar

events have and may continue to adversely affect our sales or operations from time

threats or similar

events can influence

customer trends and

shopping habits.

For example, heavy rainfall

or other extreme weather conditions, including but

not limited to winter weather over a

prolonged period,

profitability.

unseasonable weather

unseasonably warm

temperatures during the

Our business is also susceptible to unseasonable weather conditions.

For example, extended

periods of unseasonably

warm temperatures during the

winter season or

cool weather during

the summer season

communicable diseases (such as COVID-19) or other catastrophic events could reduce customer

conduct operations,

materially and

our inventory incompatible

with those unseasonable

prolonged unseasonable

adversely affect

The occurrence or

threat of extreme

weather, natural

disasters, power outages, terrorist

acts, outbreaks of

materially and adversely affect us.

unpredictable

including disrupting our

supply chain, the

products and negatively

impacting our workforce.

substantially

certain commodities

manufacture of

environmental concerns, which could

increase our costs.

Furthermore, any failure of

or perceived failure

potential future

climate change

regulatory requirements

including stakeholder

expectations regarding the environment, could adversely affect our reputation and

results of operations.

Our ability to attract consumers and grow our revenues is dependent

5 unchanged sentences

of our stores in

shopping centers and

malls where we

shopping centers and malls

consumers and

19 unchanged sentences

generally locate our

availability of space

in desirable centers

and locations,

availability of space in

desirable centers and

or an increase in the cost of such desired space, has limited and could further limit our ability to open new

29 unchanged sentences

may be required

to sell a significant amount of unsold inventory at below-average markups over cost, or below cost, which

would adversely affect our margins and results of operations.

The inability of third-party vendors to produce goods on time and to the

Company’s specification

to sell a significant amount of inventory at below-average markups over

cost, or below cost, which would

adversely affect our margins and results of operations.

The inability of third-party vendors to produce goods on time and to

the Company’s specification

may adversely affect the Company’s business, results of operations and financial condition.

47 unchanged sentences

operations and financial condition.

Fluctuating comparable sales or our inability to effectively manage inventory have and

continue to negatively impact our gross margin and our overall results of

issues, actual

public health

economic conditions,

including but

increasing interest rates

and higher inflation.

In addition, merchandise

ordered well in

the applicable

selling season

accurately predict customers’ preferences

for our fashion items,

Our inability to effectively manage inventory has impacted and may continue

to negatively impact

our gross margin and our overall results of operations.

conditions, including

continued high

interest rates

and persistent

confirmed by sales.

accurately predict customers’

preferences for our

fashion items,

we may have too

much inventory,

may cause excessive

much inventory, which

may cause excessive markdowns.

are unable to accurately

predict demand for our

merchandise, we

inventory shortages,

inability to effectively manage inventory may adversely affect our gross margin and results of operations.

The operation of our sourcing offices in Asia present increased operational and

established our

to successfully oversee merchandise production to ensure

that product is produced on time and

specifications,

condition could be materially and adversely affected.

In addition, the current business environment, including geopolitical issues, make operating in

operational risks

increasing our

business in other countries.

foreign operational risks,

and international regulations

and compliance risks, as

risks, as well as regulations and regulatory enforcement priorities, which could result in increased costs or

operations and financial condition.”

predict demand

merchandise, we may

with inventory shortages,

missed sales.

Failure to attract, train, and retain skilled personnel could adversely affect our business

32 unchanged sentences

associates is

operating results and financial condition if we cannot offset these cost increases.

margins, operating results and financial condition if we cannot offset these cost increases.

Fluctuations in the price, availability and quality of inventory have and

28 unchanged sentences

are not successful and that

have resulted and could result in future impairment charges.

If we cannot successfully execute our growth

strategies, our financial condition and results of operations may

growth strategies, our financial condition and results of operations may

be adversely impacted.

Risks Relating to Our Information Technology and Related Systems:

A failure or disruption relating to our information technology systems could

Risks Relating to Our Information Technology, Related Systems and Cybersecurity:

failure or disruption relating to our information technology systems could

adversely affect our

12 unchanged sentences

or failure from numerous events, including but not limited

to, natural disasters, severe weather conditions, power outages, technical malfunctions, cyber-attacks, acts

to, natural disasters,

severe weather conditions,

power outages, technical malfunctions,

cyberattacks, acts

Any disruption or failure in the operation of our information technology systems, our failure to

6 unchanged sentences

reputation and

results of operations, and efforts to mitigate these risks may continue to increase

results of operations, and efforts to mitigate these risks may continue to

increase our costs.

breach, mishandling, human or programming error or other event that results in the misappropriation, loss

21 unchanged sentences

or disclosure, which

compromise or

unauthorized access

disclosure of

this information

Company's reputation,

successful could

disruptions to the

Company’s operations

and expose it

to remediation

affect the Company's business and financial condition.

A disruption or shutdown of our centralized distribution center or

transportation network could

are unsuccessful

cyberattacks or

otherwise, it

In addition, the

Company may be

subject to ransomware

attacks, which if

successful could result

otherwise adversely

Company's business

and financial condition.

A disruption or shutdown of our centralized distribution center

or transportation network could

materially and adversely affect our business and results of operations.

12 unchanged sentences

or lose significant capacity

for any reason, including

for any reason, including but

not limited to, any of the causes described above under “A failure or disruption

8 unchanged sentences

times associated with distributing our

products to our stores during

the time it takes

products to our stores

during the time it

for us to reopen or

54 unchanged sentences

Risks Relating to Accounting and Legal Matters:

Changes to accounting rules and regulations may adversely affect our reported

operations and financial condition.

comparability

environment, accounting regulatory authorities

discussions for many years

regarding efforts

to either converge U.S.

Generally Accepted Accounting Principles with International Financial

Standards (“IFRS”),

provide supplemental

IFRS-based information

significantly

operations and financial

Changes in accounting

regulations and varying interpretations

accounting rules

and regulations

have significantly

reported financial

participants in

Future changes to

accounting rules or

regulations may adversely

reported results of

and financial position or perceptions of our performance and financial

Continued scrutiny and changing

5 unchanged sentences

investors, customers,

government regulators and other stakeholders concerning ESG matters.

In the U.S., there are various new

sustainability,

these complex

reporting obligations

or expectations

associated with

disclosure and reporting.

Furthermore, evolving ESG laws, regulations and stakeholder expectations may

stakeholders,

currently under consideration regarding climate emissions reporting and auditing requirements.

obligations or

with compliance, disclosure and reporting.

Furthermore, evolving ESG laws, regulations and stakeholder

expectations may

uncertain and

potentially burdensome

reporting requirements

as stakeholders,

agencies and government authorities adjust

their expectations or change laws

and regulations, such as the

new rules regarding climate emissions reporting and

auditing requirements.

Failure to comply with all

regulatory requirements

affect our reputation, business and financial performance.

Changes to accounting rules and regulations may adversely affect our reported

operations and financial condition.

common and have

become more frequent

and significant

past several years.

interpretations

disclosures and regulations have significantly affected our reported financial statements and those of other

participants in

Future changes

regulations may

operations and

financial position or perceptions of our performance and financial condition.

operations and financial condition could be adversely affected.

25 unchanged sentences

financial condition and results of operations.

Our business operations subject us to legal compliance and litigation risks,

as well as regulations

Our business operations subject us to legal compliance and litigation risks, as

well as regulations

and regulatory enforcement priorities, which could result in increased

26 unchanged sentences

and reputational

business, operating

and financial condition.

10 unchanged sentences

technology and business operations.

The interpretation of existing or new laws to

existing technology and

The interpretation of existing or new laws

to existing technology and

business practices can be uncertain and may lead to additional compliance

1 unchanged sentence

Adverse litigation matters may adversely affect our business and our financial

Primarily these

uncertainties, and

Primarily these arise in the

normal course of business but are

subject to risks and uncertainties, and

litigation-related

matters may change our assessment in light

of the discovery of facts with respect to

legal actions pending

presently known

by determination

may change our assessment in

light of the discovery of

facts with respect to legal

actions pending against

presently known to

by determination of

judges, juries

other finders

decisions or settlements

may negatively impact our business, reputation and financial condition.

negatively impact our business, reputation and financial condition.

Maintaining and improving our internal control over financial reporting

5 unchanged sentences

confidence in our reported financial information.

public company,

the reporting

requirements of

the Securities

are subject to

the reporting requirements

of the Securities

Exchange Act of

Sarbanes-Oxley Act

64 unchanged sentences

budget deficits,

timely access

these investments

investments if

these issues declines.

3 unchanged sentences

hold or similar

could impair the liquidity

of our investments.

The development or persistence

of any of these

have significant

equivalents at

conditions affecting the financial sector

and stability of financial institutions could cause

us to experience

losses on our deposits.

our investments.

The development

or persistence

conditions could

adversely affect

our financial

condition, results

of operations

institutions that

the federally

insured limits.

development of

experience losses on our deposits.

credit markets

12 unchanged sentences

borrowing is conditioned

adversely affect

our financial

condition, results

of operations

revolving line

of credit and to execute our business strategy.

Risks Relating to the Market Value of Our Common Stock:

24 unchanged sentences

of preventing, discouraging or

deferring a change in control of the Company or other fundamental transaction, all

of which could depress

deferring a change in control of the Company or other fundamental transaction,

all of which could depress

the market price of our common stock.

8 unchanged sentences

could be adversely affected.

There can be no assurance that we will choose to declare or be able

to declare cash dividends in

The declaration and payment of any dividend is subject to the approval of our Board of Directors.

Directors regularly

dividend based

requirements,

allocation strategy.

declared in the future in any particular amount, or at all.

Our operating results are subject to seasonal and quarterly fluctuations,

11 unchanged sentences

Conditions in the stock market generally, or particularly relating to our industry, Company or

common stock, may materially and adversely affect the market price of our

common stock and

common stock, may materially and adversely affect the market price of our common

make its trading price more volatile.

35 unchanged sentences

may materially and adversely affect the market price of our common stock.

Unresolved Staff Comments:

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors