What changed in this filing

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Item 1. Business

2024-05-06 compared with 2023-03-28 · 72 added, 90 removed, 232 unchanged (41% of the section changed)

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Other terms that are commonly used in this Annual Report on Form 10-K are defined as follows:

• Fiscal 2022 — The fifty-two weeks ended January 28, 2023

• Fiscal 2023 — The fifty-three weeks ended February 3, 2024

• Fiscal 2022 — The fifty-two weeks ended January 28, 2023

• Fiscal 2021 — The fifty-two weeks ended January 29, 2022

• Fiscal 2023 — Our next fiscal year representing the fifty-three weeks ending February 3, 2024

• Fiscal 2024 — Our next fiscal year representing the fifty-two weeks ending February 1, 2025

Securities and Exchange Commission

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However, stores that temporarily close will be excluded from Comparable Retail Sales until the store is re-opened for a full fiscal month

Comparable Retail Sales do not exclude any temporarily closed stores impacted by the COVID-19 pandemic.

• CCPSA — Canada Consumer Product Safety Act

• CPSIA — U.S.

Consumer Product Safety Improvement Act of 2008

The Children’s Place, Inc.

is the largest pure-play children’s specialty apparel retailer in North America.

We design, contract to manufacture, sell at retail and wholesale, and license to sell, trend right, high quality merchandise predominantly at value prices, primarily under our proprietary “The Children’s Place”, “Place”, “Baby Place”, “Gymboree”, “Sugar & Jade”, and “PJ Place” brand names.

Our physical stores offer a friendly and convenient shopping environment, segmented into

departments that serve the wardrobe needs of girls and boys (sizes 4-18), toddler girls and boys (sizes 6 months-5T), and baby (sizes 0-24 months).

Our merchandise is also available online at www.childrensplace.com, www.gymboree.com, www.sugarandjade.com, and www.pjplace.com .

and its subsidiaries operate an omni-channel children’s specialty portfolio of brands with an industry-leading digital-first operating model.

Our global retail and wholesale network includes two digital storefronts, more than 500 stores in North America, wholesale marketplaces and distribution in 16 countries through six international franchise partners.

We design, contract to manufacture, and sell fashionable, high-quality apparel, accessories and footwear predominantly at value prices, primarily under our proprietary brands:

“The Children’s Place”, “Gymboree”, “Sugar & Jade”, and “PJ Place”.

Our physical stores offer a friendly and convenient shopping environment, segmented into departments that serve the wardrobe needs of girls and boys (sizes 4-18), toddler girls and boys (sizes 6 months-5T), and baby (sizes 0-24 months).

Our merchandise is also available online at www.childrensplace.com and www.gymboree.com .

Our customers are able to shop online for the same merchandise available in our physical stores, in addition to certain merchandise which is exclusive to our e-commerce sites.

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The Company became publicly traded on the Nasdaq Global Select Market in 1997.

As of January 28, 2023, we operated 613 stores throughout North America, as well as our online stores.

During Fiscal 2022, we closed 59 stores and did not open any new stores.

During Fiscal 2021, we opened one store and closed 78 stores.

As of February 3, 2024, we operated 523 stores throughout North America, as well as our online stores.

During Fiscal 2023, we closed 90 stores, compared to 59 store closures in Fiscal 2022.

We did not open any new stores in Fiscal 2023 or Fiscal 2022.

Jane Elfers, our President and Chief Executive Officer, established several key strategic initiatives:

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We reintroduced the Gymboree brand in February 2020 on an enhanced Gymboree website and in certain co-branded locations in Company stores in the U.S.

We also launched the Sugar & Jade brand in November 2021 which is targeted at the girls’ “tween” market and is offered exclusively online, and more recently, launched the PJ Place brand in October 2022, which is a sleepwear lifestyle brand targeted towards Millennial and Gen Z customers, and is offered exclusively online.

We also launched the Sugar & Jade brand in November 2021 which is targeted at the girls’ “tween” market and is offered exclusively online, and launched the PJ Place brand in October 2022, which is a sleepwear lifestyle brand targeted towards Millennial and Gen Z customers, and is offered exclusively online.

Digital Transformation - The transformation of our digital capabilities continues to expand with the development of completely redesigned responsive sites and mobile applications, providing an online shopping experience geared toward the needs of our “on-the-go” customers, expanded customer personalization, which delivers unique, relevant content designed to drive sales, loyalty and retention, and the ability to have our entire store fleet equipped with ship-from-store capabilities.

Also, in response to increased digital demand, including as a result of the COVID-19 pandemic, the Company has continued to increase the utilization of its third-party logistics provider to further support both our U.S.

Also, in response to increased digital demand, the Company has continued to increase the utilization of its third-party logistics provider to further support both our U.S.

and Canadian e-commerce operations.

Alternative Channels of Distribution - We have 220 international points of distribution (stores, shop-in-shops, e-commerce sites) with five partners operating in 15 countries.

Alternative Channels of Distribution - We have 225 international points of distribution (stores, shop-in-shops, e-commerce sites) with six partners operating in 16 countries.

We generate revenues from our franchisees from the sale of products and sales royalties.

Our wholesale business includes our relationship with Amazon, which we strengthened in Fiscal 2022, and is a key focus area in our wholesale distribution growth strategy.

Amazon is an important customer acquisition vehicle and represents a significant growth opportunity in Fiscal 2023 and beyond.

Fleet Optimization - As a result of the heightened demand for online purchasing, including due to the COVID-19 pandemic, in Fiscal 2020 we accelerated our planned store closures under our 2013 fleet optimization initiative, targeting the closure of 300 additional stores.

We closed 315 stores over the past three fiscal years, bringing the total closed stores to 586 since the announcement of the original fleet optimization initiative in 2013.

We are currently targeting approximately 100 additional store closures, with the majority in Fiscal 2023, which will leave us with approximately 500 stores entering 2024.

In addition to the above discussed key strategic initiatives, we have also embarked on a marketing transformation which is designed to better position us to maximize our interactions with our younger, digitally savvy core millennial and Gen Z customers, and to support top-line opportunity by increasing new customer acquisition, increasing customer retention and loyalty, and significantly increasing customer lifetime value by supporting our three new brand launches.

Our wholesale business includes our relationship with Amazon, which we strengthened in Fiscal 2022 and Fiscal 2023, and is a key focus area in our wholesale distribution growth strategy.

Amazon is an important customer acquisition vehicle and continues to represent a significant growth opportunity in Fiscal 2024 and beyond.

We closed 405 stores over the past four fiscal years, bringing the total closed stores to 676 since the announcement of the original fleet optimization initiative in 2013.

In addition to the above discussed key strategic initiatives, we have continued our marketing transformation which is designed to better position us to maximize our interactions with our younger, digitally savvy core millennial and Gen Z customers, and to support top-line opportunity by increasing new customer acquisition, increasing customer retention and loyalty, and significantly increasing customer lifetime value by supporting our three brand launches.

Our marketing transformation includes strategic investments across key areas of the marketing organization:

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The Company’s commitment to operational excellence includes disciplined expense management and a focus on ongoing improvement in store and e-commerce operations, and combined with our finance, human resources, compliance and legal areas, form the strong base necessary to support our long-term growth initiatives.

COVID-19 Pandemic

The COVID-19 pandemic continues to impact regions all around the world, including the United States and Canada.

This has resulted in continuing disruptions of businesses and other activities, leading to adverse economic conditions and business and lifestyle disruptions, as well as volatility in global financial and retail markets.

Such factors, among others, have resulted in a significant decline in retail traffic and consumer spending on discretionary items.

As a result of the impact of the COVID-19 pandemic, we continue to experience certain disruptions in our business and our supply chain.

As of January 28, 2023, all of our stores were open to the public in the U.S., Canada, and Puerto Rico.

Segment Reporting

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and The Children’s Place International.

Each segment includes an e-commerce business located at www.childrensplace.com, www.gymboree.com, www.sugarandjade.com, and www.pjplace.com.

Each segment includes an e-commerce business located at www.childrensplace.com and www.gymboree.com.

Included in The Children’s Place U.S.

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Net sales to external customers are derived from merchandise sales, and we have no customers that individually account for more than 10% of our net sales.

The following tables show, by segment, our net sales, operating income (loss), and operating income (loss) as a percentage of net sales for the past three fiscal years and total assets as of January 28, 2023 and January 29, 2022:

Fiscal Years Ended

January 28, 2023 January 29, 2022 January 30, 2021

February 3, 2024 January 28, 2023 January 29, 2022

(in thousands)

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Fiscal Years Ended

January 28, 2023 January 29, 2022 January 30, 2021

February 3, 2024 January 28, 2023 January 29, 2022

(in thousands)

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Total operating income (loss) as a percentage of net sales (5.2) % (0.1) % 14.4 %

January 28, 2023 January 29, 2022

February 3, 2024 January 28, 2023

(in thousands)

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See “Note 17.

Segment Information” of the Notes to Consolidated Financial Statements for further segment financial data.

Segment Information” of the Consolidated Financial Statements, “Item 8.

Financial Statements and Supplementary Data” of this Form 10-K for further segment financial data.

All foreign net sales are in The Children’s Place International segment, while certain foreign expenses related to our buying operations are allocated between the two segments.

Key Capabilities

Our objective is to sell high quality, value priced, trend right children’s merchandise across our Family of Brands.

Our objective is to sell fashionable, high-quality apparel, accessories and footwear predominately at value prices across our Family of Brands.

Our merchandise assortment offers one stop shopping across apparel, footwear, and accessories.

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High Quality and Value

We believe that offering high quality, value priced, trend right apparel, footwear, and accessories under “The Children’s Place”, “Place”, “Baby Place”, “Gymboree”, “Sugar & Jade”, and “PJ Place” brand names is a competitive advantage.

We believe that offering high-quality apparel, accessories and footwear predominantly at value prices across our Family of Brands is a competitive advantage.

We focus on our brand image and strengthening our customer loyalty by:

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• Utilizing our MyPLACE Loyalty Rewards program and private label credit card to drive customer engagement and retention;

• Optimizing our fully integrated creative marketing strategies paired with a robust media mix, aimed to reach, inspire and convert our shoppers at every stage of their purchase journey with The Children’s Place Family of Brands .

Low-Cost Global Sourcing

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We maintain a network of sourcing offices globally in order to manage our vendors efficiently and respond to changing business needs effectively.

Our sourcing offices in Hong Kong, Shanghai, Indonesia, Ethiopia, India, Kenya, and Bangladesh, and our presence in Asia and Africa and other areas in which we source products, give us access to a wide range of vendors and allow us to work to maintain and/or reduce our merchandise costs by capitalizing on new sourcing opportunities while maintaining our high standard for product quality.

Our sourcing offices in Hong Kong, Shanghai, Indonesia, Ethiopia, India, Kenya, and Bangladesh, and our presence in Asia and Africa and other areas in which we source products, give us access to a wide range of vendors and allow us to work to maintain or reduce our merchandise costs by capitalizing on new sourcing opportunities while maintaining our high standard for product quality.

Merchandising Process

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During Fiscal 2023, we sourced all of our merchandise directly without the use of third-party commissioned buying agents for our branded product.

We source from a diversified network of vendors, purchasing primarily from Bangladesh, Ethiopia, Cambodia, Vietnam, India, Indonesia and China.

Only Bangladesh accounted for more than 15% of our production.

We source from a diversified network of vendors, purchasing primarily from Vietnam, Bangladesh, Ethiopia, Cambodia, Kenya, India, and China.

Vietnam and Bangladesh accounted for more than 15% of our production.

In addition to our quality assurance procedures, we conduct a responsible sourcing program that seeks to protect our Company, enhance our brands and address the well-being of the people who make our products by providing guidance in line with industry standards to our vendors in their efforts to provide safe and appropriate working conditions for their employees.

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Environmental, Social & Governance

We published our latest Environment, Social & Governance (“ESG”) Report in October 2022, which is available at http://corporate.childrensplace.com under the ESG tab.

This ESG Report includes 26 public goals across our global operations, aligned with Sustainability Accounting Standards Board (“SASB”) guidelines for apparel, accessories & footwear, Global Reporting Initiative core standards (“GRI”), and United Nations Sustainable Development Goals.

In recognition of the increasing importance to our shareholders and other stakeholders of enhanced board oversight of ESG topics, in Fiscal 2021, two of the three committees of the Board were renamed and all three committees had their charters amended, as each committee was reassigned certain oversight responsibilities for ESG topics, including human capital management and diversity, equity, and inclusion (“DE&I”) matters.

We published our latest Environment, Social & Governance (“ESG”) Report on July 27, 2023, which is available at http://corporate.childrensplace.com under the ESG tab.

In recognition of the increasing importance to our shareholders and other stakeholders of enhanced board oversight of ESG topics, in Fiscal 2021, two of the three committees of our board of directors (the “Board of Directors”) were renamed and all three committees had their charters amended, as each committee was reassigned certain oversight responsibilities for ESG topics, including human capital management and diversity, equity, and inclusion (“DE&I”) matters.

The Audit Committee remains responsible for overseeing our financial and enterprise risk matters, including matters related to our global supply chain, information and data security, privacy, and business transformation activities.

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• Reduce scope 1, 2 and 3 greenhouse gas emissions (“GHG”) in our operations and across our global supply chain through science-based goals to address climate change;

• Deliver responsibly sourced product offerings through the use of sustainable raw materials;

• Incorporate more responsibly sourced materials in our products and packaging to have a more positive impact on the environments affected by our business;

• Reduce and manage water and chemical usage in manufacturing and processing in our global supply chain;

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We monitor compliance by our third-party vendors and factories with our Vendor Code of Conduct, local laws and ethical business practices to help ensure fair and safe work conditions for the people who make our products.

We also recognize the importance of eliminating forced labor within the supply chain and its increasing significance in light of recent reports of human rights abuses in various regions of the world.

We also recognize the importance of eliminating forced labor within the supply chain and its increasing significance in light of reports of human rights abuses in various regions of the world.

In addition, we support and sponsor a number of worker well-being programs designed to improve the daily lives of the predominantly female factory workers who make our products.

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Human Capital Management

As of January 28, 2023, we had approximately 11,300 employees, approximately 1,900 of whom were based at our corporate offices and distribution centers.

As of February 3, 2024, we had approximately 8,390 employees, approximately 1,610 of whom were based at our corporate offices and distribution centers.

Approximately 1,120 were full-time store employees and approximately 5,630 were part-time and seasonal store employees.

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The Human Capital & Compensation Committee is actively engaged in overseeing our human capital management strategies, including our talent and succession planning initiatives designed to attract, develop, engage, reward and retain top retail, digital and business leaders, who can drive our financial performance and strategic growth initiatives and contribute to building long-term shareholder value.

The Company has benefited from a senior leadership team with deep retail industry expertise both at The Children’s Place and at other retailers.

We have many long-tenured leaders, including our CEO who has led the Company for over a decade, complemented by the recent addition of our new CFO who brings over 20 years of experience in senior financial leadership positions in the retail industry.

The Company has benefited from a senior leadership team with deep retail industry expertise both at The Children’s Place and at other retailers and have an average tenure of over six years at the Company, including our CEO who has led the Company for over a decade.

The Human Capital & Compensation Committee’s involvement in leadership development and succession planning is systematic and ongoing, culminating in an annual review by the Board of Directors of succession plans for all of our senior leaders, inclusive of development strategies for top talent within the Company.

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More broadly, the Human Capital & Compensation Committee and the Board of Directors are regularly updated on key talent metrics for the overall workforce, including diversity and inclusion, pay equity, employee relations, recruiting and development programs, and overall progress against the Company’s human capital development strategies.

Diversity and inclusion are top priorities for the Company, and we actively work to ensure that our workplace includes a range of perspectives and backgrounds at the Board of Directors level, in senior leadership, and throughout our management and associate base.

The Company reports annually on employment data, including ethnicity, in line with Equal Employment Opportunity Commission (“EEOC”) guidelines, publishes its racial, ethnic and gender diversity information on its corporate website, and continues to focus on building a culture which supports diversity, equity and inclusion, and which works to ensure fair compensation and opportunity for all employees regardless of gender or race.

As a woman-led company, we are proud of our industry-leading gender diversity statistics across every level of our organization, including our leadership team and Board of Directors.

Diversity and inclusion are top priorities for the Company, and we actively work to ensure that our workplace includes a range of perspectives and backgrounds in senior leadership and throughout our management and associate base.

The Company reports annually on employment data, including its racial, ethnic and gender diversity information on its corporate website, and continues to focus on building a culture which supports diversity, equity and inclusion, and which works to ensure fair compensation and opportunity for all employees regardless of gender or race.

As a woman-led company, we are proud of our industry-leading gender diversity statistics across every level of our organization, including our leadership team.

We also understand it is important for our associate population to reflect the diversity of our customers in an effort to bring varied perspectives to our products and the way we communicate to our stakeholders.

As reported in the Company’s ESG Report, 87% of the Company’s associates are women.

60% of our Board of Directors are women, and 50% of our senior leadership team are women.

89% of new hires and 93% of

promotions during Fiscal 2021 were women.

As of February 3, 2024, over 50% of our senior leadership team are women.

As reported in the Company’s latest ESG Report, during Fiscal 2022, 86% of the Company’s associates were women.

We also reported that 87% of new hires and 94% of promotions during Fiscal 2022 were women.

The Company is committed to maintaining at least 80% representation of women in our overall workforce and at least 50% representation of women in our corporate leadership positions.

Additionally, 67% of our associates identify as racially/ethnically diverse and associates identifying as racially/ethnically diverse represented 72% of new hires and 64% of promotions during Fiscal 2021.

The Company is committed to doubling its Black associate population at its corporate headquarters by 2025.

The Company seeks to uphold its diverse and inclusive culture by striving to ensure its talent acquisition programs sustain and grow diverse representation across its workforce, promoting talent from within, building an inclusive culture through awareness and education, and rewarding all employees equitably.

Additionally, during Fiscal 2022, 68% of our associates identified as racially/ethnically diverse and associates identifying as racially/ethnically diverse represented 75% of new hires and 57% of promotions.

The Company is committed to doubling its Black associate population at its corporate headquarters by 2025, from a base year of Fiscal 2020.

The Company seeks to uphold its diverse and inclusive culture by striving to ensure its talent acquisition programs sustain and grow diverse representation across its workforce, developing and promoting talent from within, building an inclusive culture through awareness and education, and rewarding all employees equitably.

For additional information concerning the Company’s environmental initiatives, DE&I initiatives and diversity data, please refer to the Company’s ESG Report, which can be found on the Company’s corporate website at

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Company Stores

The following section highlights various store information for The Children’s Place operated stores as of January 28, 2023.

The following section highlights various store information for The Children’s Place operated stores as of February 3, 2024.

Existing Stores

As of January 28, 2023, we had a total of 613 The Children’s Place stores in the United States, Canada, and Puerto Rico and our online stores at www.childrensplace.com, www.gymboree.com, www.sugarandjade.com, and www.pjplace.com.

In addition, our five international partners operated 220 international points of distribution in 15 countries.

As of February 3, 2024, we had a total of 523 The Children’s Place stores in the United States, Canada, and Puerto Rico and our online stores at www.childrensplace.com and www.gymboree.com.

In addition, our six international partners operated 225 international points of distribution in 16 countries.

The following table sets forth the number of stores in the U.S., Canada, and Puerto Rico as of the current and prior fiscal year end:

Number of Stores

Location January 28, 2023 January 29, 2022

Location February 3, 2024 January 28, 2023

United States 454 533

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Fleet Optimization

We have closed 586 stores, including the 59 stores closed during Fiscal 2022, since the announcement of our fleet optimization initiative in 2013.

As a result of the heightened demand for online purchasing, including due to the COVID-19 pandemic, we accelerated our planned store closures in Fiscal 2020 and closed 315 stores over the past three fiscal years.

We hav e closed 676 stores, including the 90 stores closed during Fiscal 2023, since the announcement of our fleet optimization initiative in 2013.

As a result of the heightened demand for online purchasing, we accelerated our planned store closures in Fiscal 2020 and closed 405 stores over the past four fiscal years.

Since 2013, we have reduced our total store square footage from 5.2 million to 2.6 million.

We are currently targeting approximately 100 additional store closures, with the majority in Fiscal 2023, which will leave us with approximately 500 stores entering 2024.

These closures have resulted in improved profitability and operating margin accretion due to sales transfer to surrounding stores and/or e-commerce, low cost of exit, and the elimination of underperforming locations.

In markets where we have closed stores, we are seeing the neighboring stores and e-commerce business in the area of the closing become more productive and profitable.

These results further our commitment to continue to execute our optimization program.

We continuously review the performance of our store fleet.

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Each of our U.S.

and International segments includes an e-commerce business located at www.childrensplace.com, www.gymboree.com , www.sugarandjade.com, and www.pjplace.com and digital growth remains one of our top strategic priorities.

and International segments includes an e-commerce business located at www.childrensplace.com and www.gymboree.com and digital growth remains one of our top strategic priorities.

We are committed to delivering a best in class, end-to-end user experience, including product assortment and website operation, fulfillment, and customer service.

We are further committed to delivering these experiences to our customers when, where, and how they are looking to access our brands, accounting for cross-channel behavior, growth of mobile devices, and the growing interest in our brands from international consumers.

As such, we will continue to make required investments in back-end infrastructure, as well as front-end technology to deliver on this commitment.

We believe that the critical investments

made in areas such as e-commerce infrastructure and mobile optimization, as well as additional front-end website features, have improved our customer experience.

International Franchisees and Wholesale

We have 220 international points of distribution (stores, shop-in-shops, e-commerce sites) with five partners operating in 15 countries.

We believe that the critical investments made in areas such as e-commerce infrastructure and mobile optimization, as well as additional front-end website features, have improved our customer experience.

Wholesale and International Franchisees

Our wholesale business includes our relationship with Amazon, which we strengthened in Fiscal 2022 and Fiscal 2023, and is a key focus area in our wholesale distribution growth strategy.

Amazon is an important customer acquisition vehicle and continues to represent a significant growth opportunity in Fiscal 2024 and beyond.

We have 225 international points of distribution (stores, shop-in-shops, e-commerce sites) with six partners operating in 16 countries.

We generate revenues from our franchisees from the sale of products and sales royalties.

Our wholesale business includes our relationship with Amazon, which we strengthened in Fiscal 2022, and is a key focus area in our wholesale distribution growth strategy.

Amazon is an important customer acquisition vehicle and represents a significant growth opportunity in Fiscal 2023 and beyond.

Store Operations

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The business is also subject to shifts due to unseasonable weather conditions.

As described elsewhere herein, the COVID-19 pandemic has significantly disrupted the foregoing seasonal influences.

The following table shows the quarterly distribution, as a percentage of the full year, of net sales, and the quarterly distribution of operating income (loss):

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Fiscal 2022 19,254 (13,829) 57,837 (64,792)

For more information regarding the seasonality of our business and the disruption caused by the COVID-19 pandemic, refer to “Item 7.

For more information regarding the seasonality of our business, refer to “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations - Quarterly Results and Seasonality.”

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and Canada, by successfully executing on the specific design, sourcing, and merchandising characteristics that create Gymboree’s elevated, playful collections.

We have a customer loyalty program and a private label credit card program.

At the end of Fiscal 2023, members of our MyPLACE Rewards loyalty program and/or private label credit card program accounted for approximately 82% of sales.

Our private label credit card is issued to our customers for use exclusively at The Children’s Place stores and online at www.childrensplace.com, www.gymboree.com , www.sugarandjade.com , and www.pjplace.com , and credit is extended to such customers through a third-party financial institution on a non-recourse basis to us.

Additionally, in our effort to reach an even wider customer base who are digitally savvy during the COVID-19 pandemic and to utilize other forms of spending arrangements available, we have partnered with Afterpay to allow our customers to purchase our products on a “buy-now-pay-later” program.

Our private label credit card is issued to our customers for use exclusively at The Children’s Place stores and online at www.childrensplace.com and www.gymboree.com , and credit is extended to such customers through a third-party financial institution on a non-recourse basis to us.

Additionally, in our effort to reach an even wider customer base who are digitally savvy and to utilize other forms of spending arrangements available, we have partnered with Afterpay to allow our customers to purchase our products on a “buy-now-pay-later” program.

We promote affinity and loyalty through our marketing programs by utilizing specialized incentive programs.

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e-commerce operations.

We have launched a capital project to increase our capacity at our distribution center in Alabama by up to 490,000 square feet to expand fulfillment capabilities, which can be achieved at a lower cost than third-party providers.

In Canada, we lease and operate a 95,000 square foot distribution center in Ontario, which supports both Canadian retail store operations and Canadian e-commerce operations.

In Canada, we leased and operated a 95,000 square foot distribution center in Ontario, which supported both Canadian retail store operations and Canadian e-commerce operations.

This lease expired in April 2024 and we moved these operations to the United States to our current distribution center in Alabama as of the end of the first quarter of Fiscal 2024.

We also use a third-party provider operating a 315,000 square foot distribution center in Indiana and a 184,000 square foot distribution center in Ontario, Canada to support our U.S.

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During the first quarter of fiscal 2019, the Company acquired certain intellectual property and related assets of Gymboree Group, Inc.

and related entities (the “Gymboree Assets”), which included the worldwide rights to the names “Gymboree” and “Crazy 8” and other intellectual property, including trademarks, domain names, copyrights, and customer databases.

In November 2021, we launched the Sugar & Jade e-commerce website at www.sugarandjade.com, and in October 2022, we launched the PJ Place e-commerce website at www.pjplace.com.

and related entities, which included the worldwide rights to the names “Gymboree” and “Crazy 8” and other intellectual property, including trademarks, domain names, copyrights, and customer databases.

In November 2021, we launched the Sugar & Jade brand , and in October 2022, we launched the PJ Place brand .

Registration of our trademarks and the service marks may be renewed to extend the original registration period indefinitely, provided the marks are still in use.

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We are committed to product quality and safety.

We focus our efforts to adhere to all applicable laws and regulations affecting our business, including the provisions of the CPSIA, the Federal Hazardous Substances Act, the Flammable Fabrics Act, the Textile Fiber Product Identification Act, the CCPSA, the Canadian Textile Labelling Act, the Canadian Care Labelling Program, and various environmental laws and regulations.

We focus our efforts to adhere to all applicable laws and regulations affecting our business, including the provisions of the U.S.

Consumer Product Safety Improvement Act of 2008 (“CPSIA”), the Federal Hazardous Substances Act, the Flammable Fabrics Act, the Textile Fiber Product Identification Act, the Canada Consumer Product Safety Act (“CCPSA”), the Canadian Textile Labelling Act, the Canadian Care Labelling Program, and various environmental laws and regulations.

Each of our product styles currently covered by the CPSIA and the CCPSA is appropriately tested to meet current standards.

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These products are imported and are subject to U.S.

and Canadian customs laws and regulations, which restrict the importation of and

impose tariffs, anti-dumping and countervailing duties on, certain imported products, including textiles, apparel, footwear, and accessories.

and Canadian customs laws and regulations, which restrict the importation of and impose tariffs, anti-dumping and countervailing duties on, certain imported products, including textiles, apparel, footwear, and accessories.

We currently are not restricted by any such anti-dumping and countervailing duties in the operation of our business.

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We also make available our corporate governance materials, including our corporate governance guidelines and our code of business conduct, on our website.

If we make any substantive amendments to our code of business conduct or grant any waiver, including any implicit waiver, from a provision of the code for the benefit of our Chief Executive Officer and President or our Chief Financial Officer, we will disclose the nature of such amendment or waiver on our corporate website or in a Current Report on Form 8-K.

If we make any substantive amendments to our code of business conduct or grant any waiver, including any implicit waiver, from a provision of the code for the benefit of our Chief Executive Officer and President or our Chief Operating Officer and Chief Financial Officer, we will disclose the nature of such amendment or waiver on our corporate website or in a Current Report on Form 8-K.

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 1. Business