EXPRESS, INC. MANAGEMENT REPORT AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS. (Form 10-Q)

The following discussion summarizes the significant factors affecting the
consolidated operating results, financial condition, liquidity, and cash flows
of the Company as of the dates and for the periods presented below. The
following discussion and analysis should be read in conjunction with our Annual
Report on Form 10-K for the year ended January 29, 2022 ("Annual Report") and
our   unaudited Consolidated Financial Statements   and the related   Notes
included in   Item 1   of this Quarterly Report on Form 10-Q ("Quarterly
Report"). This discussion contains forward-looking statements that are based on
the beliefs of our management, as well as assumptions made by, and information
currently available to, our management. Actual results could differ materially
from those discussed in or implied by forward-looking statements as a result of
various factors. See "  Forward-Looking Statements  ."

All references herein to “first quarter 2022” and “first quarter 2021” represent the thirteen weeks ended April 30, 2022 and May 1, 2021respectively.

Our management report and our analysis of the financial situation and results of operations are presented in the following sections:

                                                          Page
  Overview                                                23
  COVID-19 Pandemic and Other Trends                      23
  Financial Details                                       24
  Outlook & First Quarter Update                          25
  How We Assess the Performance of Our Business           26
  Results of Operations                                   29
  Liquidity and Capital Resources                         32
  Critical Accounting Policies                            34




OVERVIEW


Express is a modern, multichannel apparel and accessories brand grounded in
versatility, guided by its purpose - We Create Confidence. We Inspire
Self-Expression. - and powered by a styling community. Launched in 1980 with the
idea that style, quality and value should all be found in one place, Express has
been a part of some of the most important and culture-defining fashion trends.
The Express Edit design philosophy ensures that the brand is always 'of the now'
so people can get dressed for every day and any occasion knowing that Express
can help them look the way they want to look and feel the way they want to feel.
We operate 561 retail and factory outlet stores in the United States and Puerto
Rico, the express.com online store and the Express mobile app.


COVID-19 PANDEMIC AND OTHER TRENDS


In March 2020, the World Health Organization declared the novel strain of
coronavirus ("COVID-19") a global pandemic and recommended containment and
mitigation measures. Our business operations and financial performance have been
materially impacted by the COVID-19 pandemic. Due to the continued evolution of
the pandemic, we continue to see certain disruptions and volatility in our
business. While trends in new cases of COVID-19 in the United States improved
during the first quarter of fiscal 2022 compared to the fourth quarter of fiscal
2021, caseloads have been increasing recently in many parts of the country and
we cannot reasonably estimate the extent to which our business will continue to
be affected by the COVID-19 pandemic.
Additionally, the COVID-19 pandemic, as well as rising inflationary pressures
and recent geopolitical conditions, including impacts from the ongoing conflict
between Russia and Ukraine and increased tensions between China and Taiwan, have
all contributed to disruptions and rising costs to global supply chains.
Although we have successfully managed these challenges thus far, our ability to
continue to replenish our inventory to meet continued levels of consumer demand
could be impacted by further delays or disruptions. We expect these impacts to
                     EXPRESS, INC. | Q1 2022 Form 10-Q | 23
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continue for as long as the global supply chain is experiencing these
challenges. For additional information regarding risks related to the COVID-19
pandemic and these related operational and industry risks, see "Item 1A. Risk
Factors: Operational and Industry Risk Factors" in our Annual Report.

FIRST QUARTER 2022 FINANCIAL DETAILS

• Net sales increased by 30% to reach $450.8 million

• Comparable sales increased by 31%

•Comparable retail sales (includes both retail stores and eCommerce sales) increased
32%
•Comparable outlet sales increased 30%
•Gross margin percentage increased 640 basis points to 29.2%

• Operating loss decreased $31.5 million at a loss of $9.1 million

• Decreased net loss $33.8 million at a loss of $11.9 million
• Diluted earnings per share increased $0.52 at a loss of $0.18

The following graphs present the main performance indicators for the first quarter of 2022 compared to the first quarter of 2021.

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OUTLOOK & FIRST QUARTER UPDATE


Our first quarter 2022 results generated positive same-store sales of 31%, positive double-digit same-store sales across all major categories and channels, and we had the highest number of active loyalty program members in our story. We have made significant progress against each of the four fundamental pillars of our EXPRESSway Forward strategy.

The following defines each pillar of the EXPRESSway Forward strategy and provides an update on each priority:

     PRODUCT    BRAND    CUSTOMER    EXECUTION


Product

We have sought to bring more balance and versatility to our assortments, reflecting a more modern approach to building a wardrobe. Our Express Edit design and merchandising philosophy works. We are winning in the classifications we have long been known for and gaining market share in some of the most important categories that generate volume. We achieved double-digit positive comps in all major categories.

Express customers appreciate and respond to newness, so we deliver new floorsets
each month and have a consistent flow of fashion and core product throughout the
year.

We improved our performance in key areas, including all of our men’s businesses, men’s suits, men’s polo shirts, women’s jackets and women’s and men’s jeans.

“Modern tailoring” continues its resurgence, with women’s jackets and men’s suits being particularly strong. Denim has grown through assortments featuring a wide variety of fits, leg shapes, innovative fabrics, colors and washes. The Express Essentials Body Contour women’s collection had its best quarter ever.

Mark

Express is transforming from being known as a store in the mall to a brand with
a purpose, powered by a styling community. We have created a compelling brand
purpose: "We create confidence. We inspire self-expression. And we do it by
editing the best of now for real life versatility."

The Express styling community is an authentic way to bring our brand purpose to
life. Members of the Express styling community - customers, associates, Style
Editors, content creators, influencers, and brand partners - interact with each
other in the physical and digital worlds. Building, activating, and amplifying
this styling community is one of our key 2022 priorities.

Our stores are the place where our community comes together. We host in-store
events and simultaneously stream some of them online. These events broaden the
reach of our brand purpose through the participants' social media and drive
video views across all social platforms. We are reimagining the customer
experience through a pilot program in select stores, and renovating and
refreshing a number of stores to elevate the customer experience and present a
more consistent brand identity across the fleet.

Customer

We successfully engage existing customers and acquire new ones. Our Express Insider loyalty program has attracted over three million new customers since its relaunch in Q1 2021. We ended Q1 2022 with the highest number of active members in our history.

Execution

Strong execution contributed to positive double-digit comparable sales across all channels.

Sales grew in our eCommerce channel. We introduced enhancements to our online
checkout process, improved our buy-online-pick-up-in-store experience and in the
coming months we will enhance personalization and make the checkout experience
more streamlined.
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Our retail stores achieved increased comparable sales in the first quarter of
2022 and our new Express Edit stores continue to acquire new customers,
reactivate lapsed customers, and sign up loyalty at higher rates than the
balance of our fleet. Our outlet channel also delivered increased comparable
sales in the first quarter of 2022.

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HOW WE ASSESS THE PERFORMANCE OF OUR BUSINESS


To assess the performance of our business, we consider various performance and financial measures. These key metrics include net sales, comparable sales, e-commerce demand, transactions, cost of goods sold, purchase and occupancy costs, gross profit/gross margin and selling expenses, general and administrative. The following table describes and comments on these measures.

Net Sales
Description
Revenue from the sale of merchandise, less returns and discounts, as well as shipping and
handling revenue related to eCommerce, revenue from the rental of our LED sign in Times Square,
gift card breakage and revenue earned from our private label credit card agreement.

Discussion

Our business is seasonal, and we have historically realized a higher portion of our net sales in
the third and fourth quarters, due primarily to the impact of the holiday season. Generally,
approximately 45% of our annual net sales occur in the Spring season (first and second quarters)
and 55% occur in the Fall season (third and fourth quarters).


Comparable Sales
Description
Comparable sales is a measure of the amount of sales generated in a period relative to the
amount of sales generated in the comparable prior year period. Comparable sales for the first
quarter of 2022 was calculated using the thirteen weeks ended April 30, 2022 as compared to the
thirteen weeks ended May 1, 2021.

Comparable retail sales includes:
•Sales from retail stores that were open 12 months or more as of the end of the reporting period
•eCommerce shipped sales

Comparable outlet sales includes:
•Sales from outlet stores that were open 12 months or more as of the end of the reporting
period, including conversions

Comparable sales excludes:
•Sales from stores where the square footage has changed by more than 20% due to remodel or
relocation activity
•Sales from stores in a phased remodel where a portion of the store is under construction and
therefore not productive selling space
•Sales from stores where the store cannot open due to weather damage or other catastrophes,
including pandemics

Discussion

Our business and our comparable sales are subject, at certain times, to calendar shifts, which
may occur during key selling periods close to holidays such as Easter, Thanksgiving, and
Christmas, and regional fluctuations for events such as sales tax holidays. We believe
comparable sales provides a useful measure for investors by removing the impact of new stores
and closed stores. Management considers comparable sales a useful measure in evaluating
continuing store performance.


eCommerce Demand
Description
eCommerce demand is defined as gross orders for Express and/or third party merchandise that
originate through our eCommerce platform, including the website, app, and buy online pick-up
in store.

Discussion

We believe e-commerce demand is a useful operational metric for investors and management because it provides visibility into orders placed but not yet shipped.

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Transactions
Description
Transactions are defined as the number of customer point of sale interactions with customers.

Discussion

We believe this metric is useful as it provides a better indicator of acceptance of our product.


Cost of Goods Sold, Buying and Occupancy Costs
Description
Includes the following:
•Direct cost of purchased merchandise
•Inventory shrink and other adjustments
•Inbound and outbound freight
•Merchandising, design, planning and allocation, and manufacturing/production costs
•Occupancy costs related to store operations (such as rent and common area maintenance, utilities, and
depreciation on assets)
•Logistics costs associated with our eCommerce business
•Impairments on long-lived assets and right of use lease assets

Discussion

Our cost of goods sold typically increases in higher volume quarters because the direct cost of goods purchased is tied to sales.

The primary drivers of individual commodity costs are raw materials, labor in the countries our goods originate from, and the logistics costs associated with transporting our goods.

Store purchase and occupancy costs are largely fixed and do not necessarily increase as volume increases.

Changes in the range of products sold by product type or by channel can also affect the overall cost of goods sold, purchasing and occupancy costs.

Extended periods of declining business and sales could result in further impairment of our assets.


Gross Profit/Gross Margin
Description
Gross profit is net sales minus cost of goods sold, buying and occupancy costs. Gross margin measures
gross profit as a percentage of net sales.

Discussion

Gross profit/gross margin is influenced by the price at which we are able to sell our goods and the cost of our product.

We review our inventory levels on an on-going basis in order to identify slow-moving merchandise and
generally use markdowns to clear such merchandise. The timing and level of markdowns are driven
primarily by seasonality and customer acceptance of our merchandise and have a direct effect on our
gross margin.

Any marked down merchandise that is not sold is marked out of stock. We use third-party vendors to eliminate this out-of-stock merchandise.


Selling, General, and Administrative Expenses
Description
Includes operating costs not included in cost of goods sold, buying and occupancy costs such as:
•Payroll and other expenses related to operations at our corporate offices
•Store expenses other than occupancy costs
•Marketing expenses, including production, mailing, print, and digital advertising costs, among
other things

Discussion

With the exception of store payroll, certain marketing expenses, and incentive compensation,
selling, general, and administrative expenses generally do not vary proportionally with net
sales. As a result, selling, general, and administrative expenses as a percentage of net sales
are usually higher in lower volume quarters and lower in higher volume quarters.


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RESULTS OF OPERATIONS

The first quarter of 2022 compared to the first quarter of 2021

Net Sales
                                                              Thirteen Weeks Ended
                                                        April 30, 2022       May 1, 2021
Net sales (in thousands)                               $      450,785       $  345,759
Comparable retail sales                                            32  %            11  %
Comparable outlet sales                                            30  %           (19) %
Total comparable sales percentage change                           31  %             5  %
Gross square footage at end of period (in thousands)            4,664       

4,760

Number of:
Stores open at beginning of period                                561              570
New retail stores                                                   -                -
New outlet stores                                                   -                -
New Express Edit stores                                             1                1
New UpWest stores                                                   3                1

Closed stores                                                      (4)              (9)
Stores open at end of period                                      561              563


Net sales in the first quarter of 2022 increased approximately $105.0 million
compared to the first quarter of 2021. The increase in sales was primarily
attributed to our product and brand strategies resonating with our customers
coupled with the continued recovery of our business from the impacts of the
COVID-19 pandemic, as compared to the first quarter of 2021 which continued to
be negatively impacted by COVID-19.

Gross profit

The following table shows the cost of goods sold, purchase and occupancy costs, gross profit in dollars and gross margin percentage for the periods indicated:

Thirteen weeks over

                                                                    April 30, 2022              May 1, 2021
                                                                      (in thousands, except percentages)
Cost of goods sold, buying and occupancy costs                  $           319,285           $     266,955
Gross profit                                                    $           131,500           $      78,804
Gross margin percentage                                                        29.2   %                22.8  %


The 640 basis point increase in gross margin percentage, or gross profit as a
percentage of net sales, in the first quarter of 2022 compared to the first
quarter of 2021 was comprised of an increase in merchandise margin of 20 basis
points and a decrease in buying and occupancy costs as a percentage of net sales
of 620 basis points. The increase in merchandise margin was primarily driven by
positive customer response to our product, higher full-priced selling and a
significant reduction in promotional activity. The improvement was achieved
despite the negative impact associated with ongoing supply chain challenges. The
improvement in buying and occupancy leverage was driven by the sales increase.

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Selling, General, and Administrative Expenses

The following table presents selling, general and administrative expenses in dollars and as a percentage of net sales for the periods indicated:

                                                                                 Thirteen Weeks Ended
                                                                        April 30, 2022              May 1, 2021
                                                                          (in thousands, except percentages)
Selling, general, and administrative expenses                       $           141,093           $     119,393

Selling, general and administrative expenses as a percentage of net sales

                                                                          31.3   %                34.5  %


The $21.7 million increase in selling, general, and administrative expenses in
the first quarter of 2022 as compared to the first quarter of 2021 was primarily
driven by an increase in variable costs due to the sales increase, store payroll
nearing pre-pandemic levels, incremental investments in marketing, higher labor
costs and general inflationary pressures.

Interest expense, net

The following table shows interest expense in dollars for the stated periods:

                                               Thirteen Weeks Ended
                                         April 30, 2022        May 1, 2021
                                                  (in thousands)
               Interest expense, net   $     3,494            $      5,252


The $1.8 million decrease in interest expense in the first quarter of 2022 as
compared to the first quarter of 2021 was the result of lower overall borrowing
levels under our Amended Revolving Credit Facility and Term Loan Facility, which
bear interest at variable rates. In addition, the first quarter of 2021 included
higher amortization costs associated with our delayed draw term loan facility.
Refer to   Note 7   in our unaudited Consolidated Financial Statements included
elsewhere in this Quarterly Report for further discussion regarding our
borrowings during the thirteen weeks ended April 30, 2022.

Tax benefit

The following table shows income tax benefit in dollars for the stated periods:

                               Thirteen Weeks Ended
                         April 30, 2022          May 1, 2021
                                  (in thousands)
Income tax benefit   $       (483)              $        (84)


The effective tax rate was 3.9% and 0.2% for the thirteen weeks ended April 30,
2022 and May 1, 2021, respectively. The effective tax rate for the thirteen
weeks ended April 30, 2022 reflects the impact of non-deductible executive
compensation and the recording of an additional valuation allowance of $5.0
million against current year losses. The effective tax rate for the thirteen
weeks ended May 1, 2021 reflects the impact of recording an additional valuation
allowance of $10.0 million against current year losses.

Operating loss, net loss, diluted earnings per share and EBITDA

Included in the table below is operating loss, net loss, diluted earnings per
share and earnings before interest, taxes, depreciation, and amortization
("EBITDA") for the thirteen weeks ended April 30, 2022 and May 1, 2021,
respectively. We supplement the reporting of our financial information
determined under United States generally accepted accounting principles ("GAAP")
with certain non-GAAP financial measures: adjusted operating loss, adjusted net
loss, adjusted diluted earnings per share and EBITDA. The following table
presents these financial measures, each a non-GAAP financial measure, for the
stated periods which eliminate certain non-core operating costs:

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                                                                       Thirteen Weeks Ended
                                                           April 30, 2022            May 1, 2021
                                                             (in thousands, except per share amounts)
Operating loss                                           $         (9,103)         $     (40,556)
Adjusted operating loss (Non-GAAP)                       $         (9,103)   *     $     (40,556)   *
Net loss                                                 $        (11,914)         $     (45,724)
Adjusted net loss (Non-GAAP)                             $         (6,961)         $     (35,747)
Diluted earnings per share                               $          (0.18)         $       (0.70)
Adjusted diluted earnings per share (Non-GAAP)           $          (0.10)         $       (0.55)
EBITDA (Non-GAAP)                                        $          5,833          $     (23,802)

* No adjustments were made to operating loss for the thirteen weeks ended April 30, 2022 and May 1, 2021.

Adjusted operating loss, net loss and adjusted diluted earnings per share


Adjusted net loss, adjusted operating loss, and adjusted diluted earnings per
share are adjusted for certain non-recurring items that we do not believe are
directly related to our underlying operations and may not be indicative of
recurring business operations.

How these measures are useful

We believe that these non-GAAP measures provide additional useful information to
assist stockholders in understanding our financial results and assessing its
prospects for future performance. Management believes adjusted net loss,
adjusted operating loss, and adjusted diluted earnings per share are important
indicators of our business performance because they exclude items that may not
be indicative of, or are unrelated to, our underlying operating results, and may
provide a better baseline for analyzing trends in the business.

Limits to the usefulness of these measures

Because non-GAAP financial measures are not standardized, adjusted net loss,
adjusted operating loss, and adjusted diluted earnings per share may differ from
similarly titled measures used by other companies due to different methods of
calculation. These adjusted financial measures should not be considered in
isolation or as a substitute for reported net loss, operating loss, or diluted
earnings per share. These non-GAAP financial measures reflect an additional way
of viewing our operations that, when viewed with the GAAP results provide a more
complete understanding of our business. A reconciliation to the most directly
comparable GAAP measure are set forth below:

                                                                          

Thirteen weeks over April 30, 2022

                                                                                                              Diluted           Weighted Average
(in thousands, except per share        Operating Loss         Income Tax Impact           Net Loss         Earnings per          Diluted Shares
amounts)                                                                                                       Share               Outstanding
Reported GAAP Measure                 $      (9,103)                                    $ (11,914)         $    (0.18)                67,211
Valuation allowance on deferred taxes
(a)                                               -                 4,953                   4,953                0.08
Adjusted Non-GAAP Measure             $      (9,103)                                    $  (6,961)         $    (0.10)

has. Valuation allowance provisioned on 2022 losses.

Thirteen weeks over May 1, 2021

                                                                                                                Diluted           Weighted Average
(in thousands, except per share         Operating Loss         Income Tax Impact            Net Loss         Earnings per          Diluted Shares
amounts)                                                                                                         Share               Outstanding
Reported GAAP Measure                  $     (40,556)                                     $ (45,724)         $    (0.70)                65,200
Valuation allowance on deferred taxes
(a)                                                -                 9,977                    9,977                0.15
Adjusted Non-GAAP Measure              $     (40,556)                                     $ (35,747)         $    (0.55)

has. Valuation allowance provisioned on 2021 losses.

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EBITDA

EBITDA is defined as net loss before interest expense (net of interest income), income tax recovery and amortization expense.

How these measures are useful

When used in conjunction with GAAP financial measures, EBITDA is a supplemental
measure of operating performance that we believe is a useful measure to
facilitate comparisons to historical performance. EBITDA is used as a
performance measure in our long-term executive compensation program for purposes
of determining the number of equity awards that are ultimately earned and is
also a metric used in our short-term cash incentive compensation plan.

Limits to the usefulness of these measures

Because non-GAAP financial measures are not standardized, EBITDA may differ from
similarly titled measures used by other companies due to different methods of
calculation. Presentation of EBITDA is not intended to be considered in
isolation or as a substitute for the financial information prepared and
presented in accordance with GAAP. EBITDA excludes certain normal recurring
expenses. Therefore, these measures may not provide a complete understanding of
our performance and should be reviewed in conjunction with the GAAP financial
measures. A reconciliation of EBITDA to the most directly comparable GAAP
measures, is set forth below.

                                           Thirteen Weeks Ended
(in thousands)                       April 30, 2022       May 1, 2021
Net loss                            $       (11,914)     $    (45,724)
Interest expense, net                         3,494             5,252
Income tax benefit                             (483)              (84)
Depreciation and amortization                14,736            16,754
EBITDA (Non-GAAP Measure)           $         5,833      $    (23,802)



CASH AND CAPITAL RESOURCES

Forward-looking discussion on liquidity

Our liquidity position benefits from the fact that we generally collect cash
from sales to customers the same day or, in the case of credit or debit card
transactions, within three to five days of the related sale, and we have up to
75 days to pay certain merchandise vendors and 45 days to pay the majority of
our non-merchandise vendors. We also have commitments under lease agreements and
debt agreements that will require future cash outlays.

Based upon the sales and results of operations seen during the thirteen weeks
ended April 30, 2022, as well as the availability of additional liquidity under
the Amended Revolving Credit Facility, and expense control and other measures
taken to date, our liquidity position has improved significantly. We continue to
be in compliance with the financial covenants under our Amended Revolving Credit
Facility and Term Loan Facility and plan to continue our cost reduction measures
taken to date, and we are forecasting continued strength in both sales and
profitability for the remainder of 2022. We believe this will result in
sufficient cash flows to support our ongoing operations and to meet our covenant
requirements under the Amended Revolving Credit Facility and Term Loan Facility
for one year following the date that these unaudited Consolidated Financial
Statements in   Part I, Item 1   of this Quarterly Report are issued and beyond.

To fund our normal working capital requirements we will continue to utilize our
Amended Revolving Credit Facility and have $95.6 million outstanding under our
Term Loan Facility including $6.7 million outstanding that will be repaid upon
receipt of the CARES Act receivable. We have (and in the future may continue to
have) a negative working capital balance. Our current liabilities include
current operating lease liabilities, for which the corresponding operating right
of use assets are recorded as non-current on our unaudited Consolidated Balance
Sheets. However, the cash collected from our sales is typically collected before
payment is due on our current liabilities. The Amended Revolving Credit Facility
and the Term Loan Facility contain certain affirmative and negative covenants.
Refer to   Note     7   of our unaudited Consolidated Financial Statements
included elsewhere in this Quarterly Report on Form 10-
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Q for additional information on our Amended Revolving Credit Facility and Term
Loan Facility.

Analysis of Cash Flows

A summary of cash provided or used for operating, investing and financing activities is presented in the following table:

                                                            Thirteen Weeks Ended
                                                      April 30, 2022       May 1, 2021
                                                               (in thousands)
  Used in operating activities                       $       (75,879)     $     (1,580)
  Used in investing activities                                (5,142)           (3,562)
  Provided by financing activities                            76,985            33,340
  (Decrease)/Increase in cash and cash equivalents            (4,036)           28,198
  Cash and cash equivalents at end of period         $        37,140      $     84,072


Operating Activities

Our business relies on cash flows from operations as our primary source of
liquidity, with the majority of those cash flows being generated in the fourth
quarter of the year. Our primary operating cash needs are for merchandise
inventories, payroll, store rent and marketing. For the thirteen weeks ended
April 30, 2022, our cash flows used in operating activities were $75.9 million
compared to $1.6 million used in operating activities for the thirteen weeks
ended May 1, 2021. This $74.3 million decrease in cash flows from operating
activities for the thirteen weeks ended April 30, 2022 as compared to the same
period in 2021 was primarily driven by changes in working capital offset by a
decrease in net loss of $33.8 million compared to the first quarter of 2021. The
changes in working capital were primarily driven by a decrease in accounts
payable due to the payment of inventory related amounts on the unaudited
Consolidated Balance Sheets at January 29, 2022. Operating cash flows for the
thirteen weeks ended May 1, 2021 were positively impacted by the receipt of
approximately $15.4 million of CARES Act receivable.

Investing activities

We also use cash for investing activities. Our capital expenditures consist
primarily of new and remodeled store construction and fixtures and investments
in information technology. We had capital expenditures of approximately $5.1
million and $3.6 million for the thirteen weeks ended April 30, 2022 and May 1,
2021, respectively. The $1.6 million increase in investing activities was
primarily driven by investments in information technology to support our
strategic business initiatives. We expect capital expenditures for the remainder
of 2022 to be approximately $50.0 million, primarily driven by new and remodeled
store construction and investments in information technology.

Fundraising activities

Credit facilities

During the first quarter of 2022 we borrowed a net additional $80.0 million on
our Amended Revolving Credit Facility to fund normal working capital needs. In
addition, we made a $1.1 million mandatory repayment on our $90.0 million FILO
Term Loan.

As of April 30, 2022, the net amount outstanding under our facilities was
$208.0 million, of which $4.5 million is classified as short-term debt and
$203.5 million is classified as long-term debt on the unaudited Consolidated
Balance Sheet, net of unamortized costs, and approximately $65.8 million was
available for borrowing under our Amended Revolving Credit Facility subject to
certain borrowing base limitations and after outstanding letters of credit in
the amount of $34.6 million, primarily related to our third party logistics
contract. Refer to   Note 7   of our unaudited Consolidated Financial Statements
included elsewhere in this Quarterly Report on Form 10-Q for additional
information on our Amended Revolving Credit Facility and Term Loan Facility.

Share buybacks

On November 28, 2017, the Board approved a share repurchase program that
authorizes us to repurchase up to $150.0 million of our outstanding common stock
using available cash. During the thirteen weeks ended April 30, 2022 and May 1,
2021, respectively, we did not repurchase shares under the stock repurchase
program.

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ATM Equity Offering Sales Agreement

On June 3, 2021, we entered into an ATM Equity Offering Sales Agreement (the
"Sales Agreement") with BofA Securities, Inc. ("BofA"), as the sales agent to
sell up to 15.0 million shares of our common stock, par value $0.01 per share,
through an "at-the-market" offering program. Such shares are issued pursuant to
the Company's shelf registration statement on Form S-3 (Registration No.
333-253368) filed with the SEC on April 6, 2021. During the thirteen weeks ended
April 30, 2022, we did not sell any shares under the Sales Agreement. We intend
to use net proceeds, if any, from the sale of the common stock pursuant to the
Sales Agreement for general corporate purposes, which may include investments in
working capital, or capital expenditures, including the acceleration of
investments to grow and enhance our eCommerce channel and omni-channel assets,
the repayment of indebtedness, and other investments.


CRITICAL ACCOUNTING METHODS


Management has determined that our most critical accounting policies are those
related to store asset impairment, merchandise inventory valuation and valuation
allowance on deferred tax assets. We continue to monitor our accounting policies
to ensure proper application of current rules and regulations. There have been
no significant changes to the policies discussed in our Annual Report.

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