What changed in this filing

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Item 2. Management’s Discussion and Analysis

2020-12-08 compared with 2020-09-08 · 73 added, 81 removed, 92 unchanged (63% of the section changed)

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the potential negative impacts of COVID-19 on the global economy and foreign sourcing;

the impacts of COVID-19 on the Company’s financial condition, business operation and liquidity, including the potential closure of any of the Company’s retail stores and distribution centers;

the impacts of COVID-19 on the Company’s financial condition, business operation and liquidity, including the re-closure of any of the Company’s retail stores and distribution centers;

transportation and distribution delays or interruptions;

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Our merchandise offerings are designed to appeal to the fashion preferences of value-conscious consumers, particularly African-Americans.

We operated 579 stores in both urban and rural markets in 33 states as of August 1, 2020.

We operated 585 stores in both urban and rural markets in 33 states as of October 31, 2020.

COVID-19 Pandemic

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As of July 18, 2020, we safely reopened all of our stores.

As we reopened our stores, we took numerous measures to protect the health of our associates, customers and communities we serve.

We have taken numerous measures to protect the health of our associates, customers and communities we serve.

Such measures include implementing occupancy limits, providing personal protective equipment for our associates and customers, encouraging social distancing, adjusting our processes for merchandise returns and implementing new cleaning procedures.

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The temporary closure of our stores has had, and may continue to have, an adverse impact on our financial condition, results of operations and liquidity as described in more detail below.

of $43.7 million in principal amount under the revolving credit facility on March 20, 2020 and an amendment to the revolving credit facility to extend the term to August 2021;

In the first quarter of 2020, we took several steps to increase our cash position and preserve financial flexibility in light of uncertainties resulting from the COVID-19 pandemic, including (i) the drawdown of $43.7 million in principal amount under the revolving credit facility on March 20, 2020 and an amendment to the revolving credit facility to extend the term to August 2021;

(ii) temporary furloughs of substantially all store and distribution center personnel and a significant portion of the corporate staff, with employee benefits for eligible employees continued through the temporary furloughs;

(iii) temporary tiered salary reductions for management level corporate employees and a reduction to the cash portion of non-employee director fees;

and (iv) extensions of payment terms with vendors and suppliers.

Other measures taken by the Company to mitigate the impact of the pandemic that began in the first quarter of 2020 and are continuing include (i) negotiating rent concessions with landlords;

(ii) executing substantial reductions in operating expenses, store occupancy costs, capital expenditures and other costs;

and (iii) temporarily suspending share repurchases and dividend payments.

We continue to navigate through macro changes in the consumer landscape, including unpredictable and non-traditional back-to-school timing and learning methods and the ongoing uncertainties stemming from the COVID-19 pandemic.

As a result, in the first several weeks following the end of the second quarter, our customer traffic as measured via comparable store transactions has been soft.

However, we are encouraged by the stability of our non-back-to-school related businesses and the increase in average basket size relative to the same weeks of the prior year.

We believe that once we are beyond the traditional back-to-school selling season that customer traffic trends will normalize.

(iv) extensions of payment terms with vendors and suppliers;

and (v) temporarily suspending share repurchases.

Other measures taken by the Company to mitigate the impact of the pandemic that began in the first quarter of 2020 and are continuing include negotiating rent concessions with landlords and executing substantial reductions in operating expenses, store occupancy costs, capital expenditures and other costs.

We have continued to navigate through macro changes in the consumer landscape, including unpredictable and non-traditional back-to-school timing and learning methods and the ongoing uncertainties stemming from the COVID-19 pandemic.

We will continue to monitor and evaluate the COVID-19 pandemic and work to respond appropriately to the impacts on our business, including those on our customers, vendors and the communities we serve.

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Results of a period shorter than a full year may not be indicative of results expected for the entire year, as a result of changes in our business, consumer spending patterns, and the macroeconomic environment, including those resulting from the COVID-19 pandemic.

Furthermore, as a result of the closure of our stores due to the COVID-19 pandemic for at least five weeks beginning on March 20, 2020, comparisons of expense ratios and year-over-year trends are not a meaningful way to evaluate our operating results for the twenty-six and thirteen weeks ended August 1, 2020.

Key Operating Statistics

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Relocated and expanded stores are included in the comparable store sales results.

Stores that are closed permanently or for an extended period are excluded from the comparable store sales results.

We also use other operating statistics, most notably average sales per store, to measure our performance.

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Finally, we monitor corporate expenses against budgeted amounts.

Twenty-Six Weeks Ended August 1, 2020 and August 3, 2019

Net sales decreased $55.6 million, or 14.3%, to $332.3 million in the twenty-six weeks ended August 1, 2020 from $387.9 million in the twenty-six weeks ended August 3, 2019.

Thirty-Nine Weeks Ended October 31, 2020 and November 2, 2019

Net sales decreased $39.5 million, or 6.9%, to $531.4 million in the thirty-nine weeks ended October 31, 2020 from $570.9 million in the thirty-nine weeks ended November 2, 2019.

The decrease in sales was due to closing all 574 of our stores as a result of the COVID-19 pandemic from March 20 until April 23, at which point we began to gradually reopen certain stores, with all stores safely reopened as of July 18, 2020.

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In the second quarter of 2020, net sales increased $33.4 million, or 18.2%, with an increase in comparable store sales of 32.2% for reopened stores from their respective opening dates.

In the third quarter of 2020, net sales increased $16.0 million, or 8.8%, as the result of a 6.3% increase in comparable store sales and the opening of 22 stores since the third quarter of last year, partially offset by the impact of closing three stores since the third quarter of last year.

Cost of Sales (exclusive of depreciation).

Cost of sales (exclusive of depreciation) decreased $31.4 million, or 12.9%, to $211.5 million in the twenty-six weeks ended August 1, 2020 from $242.9 million in the twenty-six weeks ended August 3, 2019.

Cost of sales as a percentage of sales increased to 63.7% in the first twenty-six weeks of fiscal 2020 from 62.6% in the same period of fiscal 2019 due primarily to an increase of 250 basis points in merchandise markdowns, as more markdowns were taken in the first quarter of 2020 due to our store closures related to the COVID-19 pandemic.

The increase in markdowns was partially offset by an improvement of 130 basis points in the initial mark-up, combined with slight improvements in freight costs and shrinkage.

Cost of sales (exclusive of depreciation) decreased $30.1 million, or 8.4%, to $327.3 million in the thirty-nine weeks ended October 31, 2020 from $357.4 million in the thirty-nine weeks ended November 2, 2019.

Cost of sales as a percentage of sales decreased to 61.6% in the thirty-nine weeks of fiscal 2020 from 62.6% in the same period of fiscal 2019 due to an increase of 80 basis points in the core merchandise margin (initial mark-up, net of markdowns), along with an improvement of 20 basis points in shrinkage.

Selling, General and Administrative Expenses.

Selling, general and administrative expenses decreased $14.7 million, or 11.7%, to $111.7 million in the twenty-six weeks ended August 1, 2020 from $126.4 million in the twenty-six weeks ended August 3, 2019 due primarily to a $13.3 million decrease in payroll expenses as a result of associate furloughs and government credits under the CARES Act, as well as decreases in variable costs related to the temporary closures of our stores and distribution centers.

These decreases were partially offset by $1.2 million of incremental supplies costs related to COVID-19 for personal protective equipment and cleaning supplies, as well as the impact on expenses of opening 20 new stores since the second quarter of last year.

As a percentage of sales, selling, general and administrative expenses increased to 33.6% in the first twenty-six weeks of fiscal 2020 from 32.6% in the first twenty-six weeks of fiscal 2019.

Selling, general and administrative expenses decreased $11.1 million, or 5.8%, to $180.9 million in the thirty-nine weeks ended October 31, 2020 from $192.0 million in the thirty-nine weeks ended November 2, 2019 due primarily to a $10.1 million decrease in payroll expenses as a result of associate furloughs and government credits under the CARES Act, as well as decreases in variable costs related to the temporary closures of our stores and distribution centers.

These decreases were partially offset by $1.7 million of incremental supplies costs related to COVID-19 for personal protective equipment and cleaning supplies, as well as the impact on expenses of opening 22 new stores since the third quarter of last year.

As a percentage of sales, selling, general and administrative expenses increased to 34.0% in the thirty-nine weeks of fiscal 2020 from 33.6% in the thirty-nine weeks of fiscal 2019.

Depreciation.

Depreciation expense increased $0.7 million, or 7.1%, to $9.9 million in the first twenty-six weeks of fiscal 2020 from $9.2 million in the first twenty-six weeks of fiscal 2019.

Depreciation expense increased $0.9 million, or 6.1%, to $14.6 million in the thirty-nine weeks of fiscal 2020 from $13.7 million in the thirty-nine weeks of fiscal 2019.

Asset Impairment.

Impairment charges related to an underperforming store totaled $0.3 million in the first twenty-six weeks of fiscal 2020, comprised of $0.2 million for an operating lease right-of-use asset and $0.1 million for leasehold improvements and fixtures and equipment.

In the first twenty-six weeks of fiscal 2019, impairment charges related to underperforming stores totaled $0.5 million, comprised of $0.3 million for leasehold improvements and fixtures and equipment, and $0.2 million for an operating lease right-of-use asset.

Income Tax Benefit/Expense.

Income tax benefit was $0.4 million in the first twenty-six weeks of fiscal 2020 compared to income tax expense of $1.4 million in the first twenty-six weeks of fiscal 2019, as a result of a pretax loss in the first twenty-six weeks of fiscal 2020.

For the first twenty-six weeks of 2020, we utilized the discrete effective tax rate method to determine tax expense based upon interim period results, as the full-year tax rate is not reliably predictable.

Net Loss/Income.

Net loss was $1.0 million in the first twenty-six weeks of fiscal 2020 compared to net income of $8.2 million in the first twenty-six weeks of fiscal 2019 due to the factors discussed above.

Thirteen Weeks Ended August 1, 2020 and August 3, 2019

Net sales increased $33.4 million, or 18.2%, to $216.2 million in the second quarter of 2020 from $182.8 million in the second quarter of 2019.

The increase in sales was due primarily to strong comparable store sales performance upon reopening our stores that were temporarily closed due to COVID-19 and the opening of 20 new stores since the second quarter of last year.

Comparable store sales for reopened stores from their respective opening dates increased 32.2% in the second quarter of 2020 relative to the same dates of last year.

Impairment charges related to an underperforming store totaled $0.3 million in the thirty-nine weeks of fiscal 2020, comprised of $0.2 million for an operating lease right-of-use asset and $0.1 million for leasehold improvements and fixtures and equipment.

In the thirty-nine weeks of fiscal 2019, impairment charges related to underperforming stores totaled $0.5 million, comprised of $0.3 million for leasehold improvements and fixtures and equipment, and $0.2 million for an operating lease right-of-use asset.

Income Tax Expense.

Income tax expense increased $0.5 million to $1.8 million in the thirty-nine weeks of fiscal 2020 compared to $1.3 million in the thirty-nine weeks of fiscal 2019 due to lower federal and state tax credits this year.

Net income decreased $1.2 million, or 16.1%, to $5.9 million in the thirty-nine weeks of fiscal 2020 from $7.1 million in the thirty-nine weeks of fiscal 2019 due to the factors discussed above.

Thirteen Weeks Ended October 31, 2020 and November 2, 2019

Net sales increased $16.0 million, or 8.8%, to $199.1 million in the third quarter of 2020 from $183.1 million in the third quarter of 2019.

The increase in sales was due to a 6.3% increase in comparable store sales and the opening of 22 new stores since the third quarter of last year, partially offset by the impact of closing three stores since the third quarter of last year.

The increase in comparable store sales was reflected in an increase of 21% in the average ticket size, partially offset by a decrease of 12% in customer transactions.

Comparable store sales changes by major merchandise class were as follows:

Children’s +5%;

and Accessories +1%.

Cost of sales (exclusive of depreciation).

Cost of sales (exclusive of depreciation) increased $12.5 million, or 10.9%, to $127.1 million in the second quarter of 2020 from $114.6 million in the second quarter of 2019.

Cost of sales as a percentage of sales decreased to 58.8% in the second quarter of 2020 from 62.7% in the second quarter of last year due to an improvement of 290 basis points in the core merchandise margin (initial mark-up, net of markdowns) and an improvement of 100 basis points in freight costs.

Cost of sales (exclusive of depreciation) increased $1.2 million, or 1.1%, to $115.8 million in the third quarter of 2020 from $114.6 million in the third quarter of 2019.

Cost of sales as a percentage of sales decreased to 58.2% in the third quarter of 2020 from 62.6% in the third quarter of last year due to an increase of 390 basis points in the core merchandise margin (initial mark-up, net of markdowns), along with an improvement of 30 basis points in shrinkage and an improvement of 20 basis points in freight costs.

Selling, General and Administrative Expenses.

Selling, general and administrative expenses decreased $5.4 million, or 8.5%, to $57.6 million in the second quarter of 2020 from $63.0 million in last year’s second quarter.

The decrease was due primarily to a $5.3 million decrease in payroll expenses as a result of associate furloughs and government credits under the CARES Act as well as decreases in variable costs related to the temporary closures of our stores and distribution centers.

These decreases were partially offset by $1.2 million of incremental supplies costs related to COVID-19 for personal protective equipment and cleaning supplies and the impact on expenses of opening 20 new stores since the second quarter of last year.

Selling, general and administrative expenses increased $3.7 million, or 5.6%, to $69.2 million in the third quarter of 2020 from $65.5 million in last year’s third quarter.

The increase was due primarily to a $2.8 million increase in incentive compensation resulting from favorable third quarter operating results in relation to budget, incremental supply costs of $0.5 million related to COVID-19 for personal protective equipment and cleaning supplies, and the impact on expenses of opening 22 new stores since the third quarter of last year.

These increases were partially offset by a decrease of $1.1 million in professional fees due primarily to higher costs incurred in the third quarter of last year associated with our CEO transition and changes to the Company’s board of directors.

As a percentage of sales, selling, general and administrative expenses decreased to 34.8% in the third quarter of 2020 from 35.8% in the third quarter of 2019.

Depreciation.

Depreciation expense increased $0.3 million, or 7.1%, to $4.9 million in the second quarter of 2020 from $4.6 million in the second quarter of 2019.

Asset Impairment.

There were no impairment charges in the second quarter of 2020.

In the second quarter of 2019, impairment charges related to underperforming stores totaled $0.5 million, comprised of $0.3 million for leasehold improvements and fixtures and equipment, and $0.2 million for an operating lease right-of-use asset.

Income Tax Expense.

Income tax expense was $6.2 million in the second quarter of 2020 compared to $0.1 million in the second quarter of 2019 due to an increase in pretax income.

For the second quarter of 2020, we utilized the discrete effective tax rate method to determine tax expense based upon interim period results, as the full-year tax rate is not reliably predictable.

Net income increased $19.5 million to $19.9 million in the second quarter of 2020 from $0.4 million in the second quarter of 2019 due to the factors discussed above.

Depreciation expense increased $0.2 million, or 4.0%, to $4.7 million in the third quarter of 2020 from $4.5 million in the third quarter of 2019.

Income Tax Expense/Benefit.

Income tax expense was $2.2 million in the third quarter of 2020 compared to income tax benefit of $0.1 million in the third quarter of 2019, as a result of pretax income in the third quarter of this year compared to a pretax loss in the third quarter of last year.

Net Income/Loss.

Net income was $7.0 million in the third quarter of 2020 compared to a net loss of $1.1 million in the third quarter of 2019 due to the factors discussed above.

Liquidity and Capital Resources

Our cash requirements are primarily for working capital and capital expenditures for stores, distribution infrastructure and information systems.

We also use cash to repurchase stock under our stock repurchase program and to pay dividends.

Historically, we have met these cash requirements using cash flow from operations and short-term trade credit.

As further noted below, due to the COVID-19 pandemic and related economic disruptions, on March 20, 2020, we drew down $43.7 million on our revolving credit facility.

During the second quarter of 2020, we repaid $2.1 million of the borrowings.

We expect to be able to meet future cash requirements for at least the next 12 months with cash flow from operations, short-term trade credit, existing balances of cash and cash equivalents, and borrowings under our revolving credit facility.

We intend to carefully monitor and manage our cash position in light of ongoing conditions and results of operations.

Cash Flows From Operating Activities .

Net cash provided by operating activities was $55.4 million in the twenty-six weeks ended August 1, 2020 compared to $20.1 million in the twenty-six weeks ended August 3, 2019.

Sources of cash in the first half of 2020 included a net loss adjusted for non-cash expenses such as depreciation, non-cash operating lease costs, asset impairment, loss on disposal of property and equipment, insurance proceeds from operating activities, deferred income taxes and stock-based compensation expense, totaling $33.4 million (compared to $43.1 million in the first half of 2019).

In addition, during the first half of 2020, inventory decreased $43.7 million (compared to a $7.4 million decrease in the first half of 2019).

Significant uses of cash from operating activities in the first half of 2020 were (1) a $13.2 million decrease in accrued expenses and other long-term liabilities (compared to a $22.6 million decrease in the first half of 2019) due primarily to payments of operating lease liabilities;

and (2) a $2.2 million decrease in accounts payable (compared to a $2.2 million decrease in the first half of 2019) related to the inventory decrease discussed above.

Cash Flows From Investing Activities.

Cash provided by investing activities was $37.4 million in the first half of 2020 compared to cash used of $3.3 million in the first half of 2019.

Sales and redemptions of investment securities, net of purchases, provided cash of $43.3 million and $4.5 million in the first half of 2020 and 2019, respectively.

Cash used for purchases of property and equipment totaled $5.8 million and $8.4 million in the first half of 2020 and 2019, respectively.

Cash Flows From Financing Activities.

Cash provided by financing activities was $34.0 million in the first half of 2020 compared to cash used of $7.2 million in the first half of 2019.

In the first half of 2020, net borrowings under the revolving credit facility provided cash of $41.6 million, while cash used for the repurchase of common stock and dividends paid to shareholders totaled $7.1 million.

In the first half of 2019, cash used for the repurchase of common stock and dividends paid to shareholders totaled $6.5 million.

Cash Requirements

Our principal sources of liquidity consist of:

(i) cash and cash equivalents (which equaled $146.7 million as of August 1, 2020);

(i) cash and cash equivalents (which equaled $96.8 million as of October 31, 2020);

(ii) short-term trade credit;

(iii) cash generated from operations on an ongoing basis as we sell our merchandise inventory;

and (iv) a revolving credit facility with a $50.0 million credit commitment (with borrowings of $41.6 million as of August 1, 2020).

and (iv) a revolving credit facility with a $50.0 million credit commitment (with no borrowings as of October 31, 2020).

Trade credit represents a significant source of financing for inventory purchases and arises from customary payment terms and trade practices with our vendors.

Historically, our principal liquidity requirements have been for working capital and capital expenditure needs.

As part of the actions we have taken to increase our cash position and preserve financial flexibility in light of uncertainties resulting from the COVID-19 pandemic, as described above in “COVID-19 Pandemic,” on March 20, 2020, we borrowed $43.7 million in principal amount under our revolving credit facility.

Cash Flows From Operating Activities .

Net cash provided by operating activities was $63.0 million in the thirty-nine weeks ended October 31, 2020 compared to $21.1 million in the thirty-nine weeks ended November 2, 2019.

Sources of cash in the thirty-nine weeks of 2020 included net income adjusted for non-cash expenses such as depreciation, non-cash operating lease costs, asset impairment, loss on disposal of property and equipment, deferred income taxes and stock-based compensation expense, totaling $59.6 million (compared to $57.9 million in the thirty-nine weeks of 2019).

Other significant sources of cash in the thirty-nine weeks of 2020 included (1) a $23.9 million decrease in inventory (compared to a $4.1 million decrease in the thirty-nine weeks of 2019) due to efforts to improve inventory turns and maintain as much inventory liquidity as possible in order to take advantage of opportunistic deals and trend changes;

(2) a $7.7 million increase in accounts payable (compared to a $1.8 million decrease in the thirty-nine weeks of 2019) due to a high volume of merchandise receipts during the final two months of the third quarter of 2020, with nearly all of such purchases still in accounts payable at the end of the quarter;

and (3) a $3.4 million increase in accrued compensation (compared to a $3.2 million decrease in the first thirty-nine weeks of 2019) due to an increase in incentive compensation resulting from favorable third quarter operating results in relation to budget, combined with an increase in deferred payroll taxes under the CARES Act.

Significant uses of cash from operating activities in the thirty-nine weeks of 2020 were (1) a $25.3 million decrease in accrued expenses and other long-term liabilities (compared to a $33.1 million decrease in the thirty-nine weeks of 2019) due primarily to payments of operating lease liabilities;

and (2) a $7.4 million increase in prepaid and other current assets (compared to a $1.1 million increase in the thirty-nine weeks of 2019) due to an employee retention credit receivable under the CARES Act, combined with increases in receivables for tenant improvement dollars and charge card receivables.

Cash Flows From Investing Activities.

Cash provided by investing activities was $31.3 million in the thirty-nine weeks of 2020 compared to cash used of $2.0 million in the thirty-nine weeks of 2019.

Sales and redemptions of investment securities, net of purchases, provided cash of $43.3 million and $10.7 million in the thirty-nine weeks of 2020 and 2019, respectively.

Cash used for purchases of property and equipment totaled $11.9 million and $13.2 million in the thirty-nine weeks of 2020 and 2019, respectively.

Cash Flows From Financing Activities.

Cash used in financing activities was $17.6 million in the thirty-nine weeks of 2020 compared to cash used of $13.2 million in the thirty-nine weeks of 2019.

Cash used for repurchases of common stock and dividends paid to shareholders totaled $16.9 million in the thirty-nine weeks of 2020 compared to $12.6 million in the same period of 2019.

Cash Requirements

Our cash requirements are primarily for working capital and capital expenditures for stores, distribution infrastructure and information systems.

We also use cash to repurchase stock under our stock repurchase program.

Historically, we have met these cash requirements using cash flow from operations and short-term trade credit.

As part of the actions we have taken to increase our cash position and preserve financial flexibility in light of uncertainties resulting from the COVID-19 pandemic, as described above in “COVID-19 Pandemic,” on March 20, 2020, we drew down $43.7 million on our revolving credit facility.

During the second quarter of 2020, we repaid $2.1 million of the borrowings.

In addition, on May 12, 2020, we entered into an amendment to our revolving credit facility to, among other things, extend the maturity date to August 18, 2021.

In addition to the drawdown on our credit facility, we have reduced our operating expenses, capital expenditure plans and inventory receipts, as appropriate.

The Company previously announced a share repurchase program on March 13, 2020, but no repurchases have been made under such program as of the date of this filing.

The Company has temporarily suspended any repurchases as of March 23, 2020 and plans to continue to monitor the situation based on business conditions and regard for its financial liquidity needs.

The Company has also suspended the payment of quarterly dividends.

Based on these actions and our current expectations regarding the impact of COVID-19, we believe that our existing sources of liquidity will be sufficient to fund our operations for at least the next 12 months.

We will continue to monitor the situation and, if necessary, take further action to reduce our expenses and preserve our financial flexibility during these uncertain times.

On September 11, 2020, we repaid the full amount outstanding under the credit facility.

In addition, we reduced our operating expenses and adjusted capital expenditure plans and inventory receipts, as appropriate.

The Company previously announced a share repurchase program on March 13, 2020.

On March 23, 2020, due to the economic uncertainty stemming from the COVID-19 pandemic, we suspended any repurchases and dividend payments.

On September 14, 2020, we announced the reinstatement of the share repurchase program.

During the third quarter of 2020, we repurchased shares of our common stock at an aggregate cost of $9.9 million.

Based on our current expectations regarding the impact of COVID-19, we expect to be able to meet future cash requirements for at least the next 12 months with cash flow from operations, short-term trade credit, existing balances of cash and cash equivalents, and borrowings under our revolving credit facility.

We intend to carefully monitor and manage our cash position in light of ongoing conditions and results of operations.

Recent Accounting Pronouncements

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Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in our market risk during the twenty-six weeks ended August 1, 2020 compared to the disclosures in Part II, Item 7A of our Annual Report on Form 10-K for the year ended February 1, 2020, as amended.

There have been no material changes in our market risk during the thirty-nine weeks ended October 31, 2020 compared to the disclosures in Part II, Item 7A of our Annual Report on Form 10-K for the year ended February 1, 2020, as amended.

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-Q

Item 2. Management’s Discussion and Analysis