Financial Performance & Outlook - Full year 2022 diluted earnings per share were $425[38] - Q4 2022 earnings per share were $482[27] - Full year 2022 EBITDA was $403 million[39] - Q4 2022 EBITDA was $386 million[57] - Gross margin rate is expected to decrease approximately 850 basis points in 2023[8] - The company projects a diluted loss per share of $070 to $080 in 2023[8] - The company projects comparable sales of positive low-single digits in 2023[8] Strategic Partnership with WHP Global - The strategic partnership with WHP Global strengthens the balance sheet with $260 million in gross proceeds from WHP investment[47] - Royalty rate is 325% for the first five years and 35% thereafter[4] - The partnership aims to drive revenue growth and margin expansion through synergies[2] - The company expects $10 million in interest expense savings from the partnership[50] Retail & Brand Performance - Retail stores accounted for 73% of FY 2022 net sales[34] - Express Factory Outlet stores accounted for 27% of FY 2022 net sales[34] - UpWest brand sales grew by 43%[58]

Financial Performance - Net sales increased by 2% to $464.9 million in Q2 2022 compared to $457.6 million in Q2 2021[123]. - Comparable sales increased by 1%, with comparable retail sales flat and comparable outlet sales up by 2%[123]. - Gross margin percentage improved by 50 basis points to 33.1%[123]. - Operating income decreased by $4.4 million to $10.4 million, while net income decreased by $3.6 million to $7.0 million, resulting in diluted earnings per share of $0.10[123]. - Net sales for the twenty-six weeks ended July 30, 2022, increased by approximately $112,318 thousand to $915,704 thousand, with total comparable sales percentage change of 14%[157]. - Gross profit for the twenty-six weeks ended July 30, 2022, was $285,201 thousand, up from $228,111 thousand in the prior year, with a gross margin percentage increase from 28.4% to 31.1%[158]. - EBITDA for the thirteen weeks ended July 30, 2022, was $25,565 thousand, down from $30,778 thousand in the prior year[167]. Expenses and Costs - Selling, general, and administrative expenses increased by $8,716 thousand to $143,278 thousand for the thirteen weeks ended July 30, 2022, representing 30.8% of net sales, up from 29.4% in the prior year[153]. - Selling, general, and administrative expenses for the twenty-six weeks ended July 30, 2022, were $284,371 thousand, compared to $253,955 thousand in the same period of 2021, representing 31.1% of net sales[160]. - Interest expense decreased by $315 thousand to $3,800 thousand for the thirteen weeks ended July 30, 2022, compared to $4,115 thousand for the same period in 2021[154]. - Interest expense for the twenty-six weeks ended July 30, 2022, decreased by $2,073 thousand to $7,294 thousand, compared to $9,367 thousand for the same period in 2021[161]. - The effective tax rate for the thirteen weeks ended July 30, 2022, was 3.5%, significantly higher than 0.2% for the same period in 2021, influenced by non-deductible executive compensation[155]. Customer Engagement and Product Development - The average unit retail price increased by 6.6% during Q2 2022, contributing to the sales growth[150]. - The number of active loyalty program members reached the highest level in company history, with four million new customers acquired since the program's relaunch[131]. - The company plans to launch several new women's products in Fall 2022, including the reintroduction of the Editor pant and Portofino shirt[127]. Operational Changes - The number of retail stores increased to 564 by the end of the period, despite closing one store during Q2 2022[150]. - The company is investing in eCommerce enhancements and improving customer experience through store renovations and pilot programs[132]. Liquidity and Capital Management - The company plans to enhance liquidity by managing costs and selling inventory at appropriate retail prices, ensuring compliance with financial covenants under its credit facilities[169]. - For the twenty-six weeks ended July 30, 2022, cash flows used in operating activities were $60.8 million, a decrease of $128.4 million compared to $67.6 million provided in the same period in 2021[174]. - Capital expenditures for the twenty-six weeks ended July 30, 2022, were approximately $13.5 million, up from $10.6 million in the same period in 2021, driven by investments in information technology[175]. - The company expects capital expenditures for the remainder of 2022 to be approximately $37.0 million, primarily for new and remodeled store construction and information technology investments[175]. - As of July 30, 2022, the net amount outstanding under credit facilities was $202.2 million, with $4.5 million classified as short-term debt and $197.7 million as long-term debt[177]. - The company borrowed a net additional $75.0 million on its Amended Revolving Credit Facility during the twenty-six weeks ended July 30, 2022[176]. - Approximately $70.9 million was available for borrowing under the Amended Revolving Credit Facility as of July 30, 2022, subject to borrowing base limitations[177]. - Cash and cash equivalents at the end of the period were $37.7 million, compared to $33.9 million at the end of the same period in 2021[173]. - The company had a negative working capital balance, but cash collected from sales is typically received before payment is due on current liabilities[170]. Interest Rate Sensitivity - A 100 basis point increase or decrease in underlying interest rates would increase or decrease annual interest expense by approximately $2.0 million based on borrowings as of July 30, 2022[182]. Share Repurchase - The company did not repurchase shares under the stock repurchase program during the thirteen and twenty-six weeks ended July 30, 2022[179].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended April 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | --- | --- | |----------------------------------------------------------------|--------------------------------------| | FOR THE TRANSITION PERIOD FROM ______ TO ______ | | | Commissi ...

Table of Contents Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☐ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 29, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file num ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended October 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | --- | --- | |----------------------------------------------------------------|--------------------------------------| | FOR THE TRANSITION PERIOD FROM ______ TO ______ | | | Commis ...

[Forward-Looking Statements](index=3&type=section&id=FORWARD-LOOKING%20STATEMENTS) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially - The report identifies several categories of risks that could impact future performance[7](index=7&type=chunk) - Key risk categories include: - **External Risks:** Changes in consumer spending, mall traffic, impacts from COVID-19, competition, and supply chain disruptions - **Strategic Risks:** Ability to respond to fashion trends, manage seasonal sales fluctuations, maintain brand image, and execute growth strategies - **Information Technology Risks:** System failures or breaches and protection of customer data - **Financial Risks:** Substantial lease obligations, restrictions under credit facilities, and potential impairment charges - **Legal, Regulatory and Compliance Risks:** Litigation, intellectual property protection, and changes in tax laws - **Stock Ownership Risks:** Inability to pay dividends, stock price volatility, and potential for 'short squeezes'[8](index=8&type=chunk)[9](index=9&type=chunk)[10](index=10&type=chunk) [Part I - Financial Information](index=5&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The unaudited statements show a shift from net loss to net income, driven by a strong sales recovery and improved margins [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Total assets and liabilities decreased, while stockholders' equity shifted to a deficit of $23.5 million Consolidated Balance Sheet Highlights (in thousands) | Account | July 31, 2021 | January 30, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $33,852 | $55,874 | | Inventories | $266,593 | $264,360 | | Total current assets | $384,113 | $474,510 | | Total Assets | $1,250,380 | $1,458,457 | | **Liabilities & Equity** | | | | Total current liabilities | $520,049 | $515,053 | | Long-Term Lease Liability | $624,582 | $722,949 | | Long-Term Debt | $109,207 | $192,032 | | Total Liabilities | $1,273,874 | $1,448,768 | | Total stockholders' (deficit)/equity | ($23,494) | $9,689 | [Consolidated Statements of Income and Comprehensive Income](index=6&type=section&id=Consolidated%20Statements%20of%20Income%20and%20Comprehensive%20Income) The company reported net income of $10.6 million in Q2 2021, a significant turnaround from a $107.8 million loss in Q2 2020 Q2 Income Statement Comparison (in thousands, except per share data) | Metric | Thirteen Weeks Ended July 31, 2021 | Thirteen Weeks Ended August 1, 2020 | | :--- | :--- | :--- | | Net Sales | $457,627 | $245,703 | | Gross Profit/(Loss) | $149,307 | ($44,057) | | Operating Income/(Loss) | $14,776 | ($136,294) | | Net Income/(Loss) | $10,639 | ($107,770) | | Diluted EPS | $0.15 | ($1.67) | Year-to-Date Income Statement Comparison (in thousands, except per share data) | Metric | Twenty-Six Weeks Ended July 31, 2021 | Twenty-Six Weeks Ended August 1, 2020 | | :--- | :--- | :--- | | Net Sales | $803,386 | $455,978 | | Gross Profit/(Loss) | $228,111 | ($90,264) | | Operating Income/(Loss) | ($25,780) | ($281,573) | | Net Income/(Loss) | ($35,085) | ($261,820) | | Diluted EPS | ($0.53) | ($4.07) | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations was $67.6 million, a major improvement from the $170.4 million used in the prior-year period Cash Flow Summary (in thousands) | Activity | Twenty-Six Weeks Ended July 31, 2021 | Twenty-Six Weeks Ended August 1, 2020 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $67,591 | ($170,383) | | Net Cash from Investing Activities | ($10,558) | ($10,130) | | Net Cash from Financing Activities | ($79,055) | $166,268 | | **Net Decrease in Cash** | **($22,022)** | **($14,245)** | | **Cash at End of Period** | **$33,852** | **$192,894** | [Notes to Unaudited Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) The notes detail accounting policies, revenue, debt, and leases, confirming sufficient liquidity for the next year - The company operates 566 retail and factory outlet stores in the U.S. and Puerto Rico, as well as an online store, and reports as a single operating segment[23](index=23&type=chunk)[27](index=27&type=chunk) Net Sales by Product Category (Thirteen Weeks Ended, in thousands) | Category | July 31, 2021 | August 1, 2020 | | :--- | :--- | :--- | | Apparel | $404,961 | $207,421 | | Accessories and other | $40,896 | $25,888 | | Other revenue | $11,770 | $12,394 | | **Total net sales** | **$457,627** | **$245,703** | - No impairment charges were recognized in the first half of 2021, compared to **$21.5 million** in impairment charges for property, equipment, and lease assets in the same period of 2020[60](index=60&type=chunk) - As of July 31, 2021, total outstanding debt was **$121.7 million**, consisting of a **$96.7 million** Term Loan and **$25.0 million** on the Revolving Facility, a reduction from $196.1 million at the start of the year[73](index=73&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the Q2 2021 financial recovery, driven by the 'EXPRESSway Forward' strategy and improved consumer trends [COVID-19 Pandemic and Business Overview](index=25&type=section&id=COVID-19%20Pandemic%20and%20Business%20Overview) The pandemic materially impacted 2020 operations, but improved trends emerged in H1 2021 with vaccine rollouts - Business operations and financial performance were materially impacted by the COVID-19 pandemic throughout fiscal 2020, with depressed customer traffic and declines in certain apparel categories[131](index=131&type=chunk) - Improved trends were seen in the latter part of Q1 and throughout Q2 2021, coinciding with vaccination rollouts and the lifting of COVID-19 restrictions[132](index=132&type=chunk) [Financial Details and Outlook](index=27&type=section&id=Financial%20Details%20and%20Outlook) Q2 2021 showed strong performance with a 42% increase in comparable sales versus 2020 and a 3% increase versus 2019 Q2 2021 Key Performance Metrics vs. 2020 and 2019 | Metric | vs. Q2 2020 | vs. Q2 2019 | | :--- | :--- | :--- | | Net Sales | +86% | -3% | | Comparable Sales | +42% | +3% | | Gross Margin | +5,050 bps | +580 bps | | Operating Income | +$151.1M | +$24.5M | - The 'EXPRESSway Forward' strategy focuses on four key areas: **Product, Brand, Customer, and Execution**[138](index=138&type=chunk) - The company has increased spending on customer acquisition while decreasing promotional spending, reinvesting markdown dollars into marketing programs[144](index=144&type=chunk) - The relaunched 'Express Insider' loyalty program onboarded **1.1 million new members** since its Q1 2021 launch[145](index=145&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) Q2 2021 net sales rose to $457.6 million, and gross margin improved dramatically to 32.6% from -17.9% YoY Q2 2021 vs Q2 2020 Performance | Metric | Q2 2021 | Q2 2020 | | :--- | :--- | :--- | | Net Sales (in thousands) | $457,627 | $245,703 | | Total Comparable Sales % Change | 42% | (24)% | | Gross Margin % | 32.6% | (17.9)% | | SG&A (in thousands) | $134,562 | $92,805 | - The **5,050 basis point** increase in Q2 gross margin was driven by a **2,500 bps** increase in merchandise margin and a **2,550 bps** improvement in buying and occupancy costs as a percentage of sales[165](index=165&type=chunk) - The company provides non-GAAP reconciliations for operating income, net income, and EBITDA to exclude certain items for better trend analysis[180](index=180&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity improved with $67.6 million in operating cash flow for H1 2021, a $238.0 million YoY improvement - The company projects sufficient liquidity to fund future operations and meet obligations for at least one year[193](index=193&type=chunk) - The **$238.0 million** YoY improvement in operating cash flow was driven by improved operating results and the receipt of approximately **$60.0 million** in CARES Act receivables[197](index=197&type=chunk) - As of July 31, 2021, the company had **$118.2 million** in net outstanding debt and approximately **$137.2 million** available for borrowing under its Revolving Credit Facility[200](index=200&type=chunk)[201](index=201&type=chunk) - In June 2021, the company established an "at-the-market" (ATM) equity offering program to sell up to **15.0 million shares**, though no shares were sold in Q2 2021[203](index=203&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate fluctuations on its $121.7 million of variable-rate debt - The company's primary market risk is interest rate risk from its variable-rate debt facilities[205](index=205&type=chunk) - Based on borrowings of **$121.7 million** as of July 31, 2021, a **100 basis point** increase in interest rates would increase annual interest expense by about **$1.2 million**[206](index=206&type=chunk) [Item 4. Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of July 31, 2021 - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective as of July 31, 2021[210](index=210&type=chunk) - No changes occurred during Q2 2021 that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[211](index=211&type=chunk) [Part II - Other Information](index=43&type=section&id=PART%20II%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in several wage and hour lawsuits in California and has established an estimated liability - The company is a defendant in multiple representative action lawsuits in California concerning alleged violations of wage, hour, and labor standards[116](index=116&type=chunk)[117](index=117&type=chunk)[120](index=120&type=chunk) - The Rosete case was settled after July 31, 2021, and an estimated liability is established for remaining matters[118](index=118&type=chunk)[121](index=121&type=chunk) [Item 1A. Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) This section highlights new risks related to extreme stock price volatility driven by social media and short squeezes - The market price and trading volume of the company's common stock have experienced, and may again experience, **extreme volatility**, which could cause substantial losses for investors[214](index=214&type=chunk)[215](index=215&type=chunk) - A **'short squeeze'** has led to, and could again lead to, extreme price volatility unrelated to the company's operating performance[218](index=218&type=chunk)[219](index=219&type=chunk) - The company warns that information published by third parties on social media may be unreliable and could materially impact the stock's trading price[220](index=220&type=chunk)[221](index=221&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company purchased 284,000 shares in Q2 2021 for employee tax obligations, with $34.2 million remaining in its buyback program Share Purchases in Q2 2021 | Month | Total Shares Purchased (thousands) | Average Price Paid per Share | | :--- | :--- | :--- | | May 2021 | 17 | $3.23 | | June 2021 | 3 | $4.71 | | July 2021 | 264 | $4.79 | | **Total** | **284** | | - The shares purchased were related to employee tax withholding obligations and not part of the public share repurchase plan; approximately **$34.2 million** remains authorized for repurchase[223](index=223&type=chunk) [Item 3. Defaults Upon Senior Securities](index=46&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Not applicable - Not applicable[224](index=224&type=chunk) [Item 4. Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable - Not applicable[226](index=226&type=chunk) [Item 5. Other Information](index=46&type=section&id=Item%205.%20Other%20Information) None - None[228](index=228&type=chunk) [Item 6. Exhibits](index=47&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the report, including Sarbanes-Oxley certifications and XBRL files - The exhibits filed with this report include certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act and various Inline XBRL documents[231](index=231&type=chunk)

Part I [Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited consolidated financial statements for the thirteen-week period ended May 1, 2021, showing significant year-over-year revenue growth and a reduced net loss, reflecting recovery from the pandemic [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) As of May 1, 2021, total assets decreased to **$1.41 billion** from **$1.46 billion**, resulting in a stockholders' deficit of **$35.7 million** due to the net loss | (Amounts in Thousands) | May 1, 2021 | January 30, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$1,406,739** | **$1,458,457** | | Total Current Assets | $482,350 | $474,510 | | **Total Liabilities** | **$1,442,418** | **$1,448,768** | | Total Current Liabilities | $552,442 | $515,053 | | **Total Stockholders' (Deficit)/Equity** | **($35,679)** | **$9,689** | [Consolidated Statements of Income and Comprehensive Income](index=6&type=section&id=Consolidated%20Statements%20of%20Income%20and%20Comprehensive%20Income) Net sales increased **64%** to **$345.8 million** for the thirteen weeks ended May 1, 2021, significantly narrowing the net loss to **$45.7 million** from **$154.1 million** in the prior year | (Amounts in Thousands, Except Per Share) | Thirteen Weeks Ended May 1, 2021 | Thirteen Weeks Ended May 2, 2020 | | :--- | :--- | :--- | | **Net Sales** | **$345,759** | **$210,275** | | Gross Profit/(Loss) | $78,804 | ($46,207) | | Operating Loss | ($40,556) | ($145,279) | | **Net Loss** | **($45,724)** | **($154,050)** | | **Diluted Loss Per Share** | **($0.70)** | **($2.41)** | [Consolidated Statements of Changes in Stockholders' Equity](index=7&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity) Stockholders' equity shifted from a **$9.7 million** positive balance to a **$35.7 million** deficit by May 1, 2021, primarily due to a **$45.7 million** net loss for the quarter - Stockholders' equity decreased from a balance of **$9.7 million** on January 30, 2021, to a deficit of **$35.8 million** on May 1, 2021. The change was primarily driven by a net loss of **$45.7 million** for the quarter[18](index=18&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities significantly decreased to **$1.6 million** in Q1 2021, with the period ending cash balance at **$84.1 million**, down from **$236.2 million** in Q1 2020 | (Amounts in Thousands) | Thirteen Weeks Ended May 1, 2021 | Thirteen Weeks Ended May 2, 2020 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($1,580) | ($131,238) | | Net Cash Used in Investing Activities | ($3,562) | ($4,176) | | Net Cash Provided by Financing Activities | $33,340 | $164,460 | | **Cash and Cash Equivalents, End of Period** | **$84,072** | **$236,185** | [Notes to Unaudited Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) These notes detail accounting policies, revenue recognition, debt facilities, and legal contingencies, including the company's **563** stores and significant debt obligations - As of May 1, 2021, the company operated **563** retail and factory outlet stores in the United States and Puerto Rico[22](index=22&type=chunk) Revenue by Category (Q1 2021) | Amount (in thousands) | | :--- | :--- | | Apparel | $304,272 | | Accessories and other | $32,223 | | Other revenue | $9,264 | | **Total net sales** | **$345,759** | - As of May 1, 2021, the company had total outstanding debt of **$232.6 million**, consisting of **$127.6 million** under the Term Loan Facility and **$105.0 million** under the Revolving Facility[72](index=72&type=chunk) - The company is defending itself against several representative action lawsuits in California alleging violations of state wage and hour statutes and has established an estimated liability[113](index=113&type=chunk)[114](index=114&type=chunk)[117](index=117&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2021 financial performance, highlighting significant recovery from the pandemic, progress on the EXPRESSway Forward strategy, and improved liquidity through new financing [Overview & COVID-19 Pandemic](index=25&type=section&id=Overview%20%26%20COVID-19%20Pandemic) This section overviews Express as an apparel brand and details the COVID-19 pandemic's material impact, noting encouraging recovery trends in Q1 2021 as restrictions eased - The COVID-19 pandemic materially impacted the business throughout 2020, with store closures, depressed customer traffic, and significant declines in demand for wear-to-work and occasion wear categories[125](index=125&type=chunk) - In Q1 2021, the company saw encouraging trends as COVID-related restrictions were lifted, with comparable sales performing better in markets where mask mandates were removed[126](index=126&type=chunk) [Financial Details & Outlook](index=26&type=section&id=Financial%20Details%20%26%20Outlook) Q1 2021 performance exceeded expectations with a **64%** net sales increase and **$129.7 million** improved operating cash flow, driven by the EXPRESSway Forward strategy focusing on product, customer, and fleet optimization Q1 2021 Key Financial Metrics (vs. Q1 2020) | Metric | Value | | :--- | :--- | | Net Sales | Increased **64%** to **$345.8M** | | Comparable Sales | Increased **5%** | | Gross Margin Percentage | Increased **4,480 bps** to **22.8%** | | Operating Loss | Decreased by **$104.7M** to a loss of **$40.6M** | | Diluted EPS | Increased by **$1.71** to a loss of **$0.70** | - The EXPRESSway Forward strategy is showing progress with positive customer response to new product in denim and Express Essentials, and early signs of recovery in wear-to-work categories[133](index=133&type=chunk)[136](index=136&type=chunk)[138](index=138&type=chunk) - Customer strategy includes a relaunched loyalty program driving acquisition and reactivation, and a reimagined marketing approach. Execution focuses on driving conversion and fleet optimization, including opening reduced square footage stores and eight new Express Edit concept stores[142](index=142&type=chunk)[145](index=145&type=chunk)[148](index=148&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) Q1 2021 results show net sales increased by **$135.5 million** due to pandemic recovery, with gross margin improving by **4,480 basis points** and SG&A expenses rising by **$20.2 million** | Metric | Q1 2021 | Q1 2020 | | :--- | :--- | :--- | | Net Sales (in thousands) | $345,759 | $210,275 | | Total Comparable Sales | 5% | (24)% | | Gross Margin % | 22.8% | (22.0)% | | SG&A as % of Net Sales | 34.5% | 47.2% | - The **4,480 basis point** increase in gross margin was due to an **1,100 basis point** increase in merchandise margin and a **3,380 basis point** improvement in buying and occupancy costs as a percentage of sales, which also benefited from the absence of a **$14.7 million** impairment charge taken in Q1 2020[167](index=167&type=chunk) Reconciliation of Net Loss to Adjusted Net Loss (Non-GAAP) | (in thousands) | Q1 2021 | Q1 2020 | | :--- | :--- | :--- | | Net Loss (GAAP) | ($45,724) | ($154,050) | | Adjustments (e.g., impairments, tax effects) | $9,977 | $54,626 | | **Adjusted Net Loss (Non-GAAP)** | **($35,747)** | **($99,424)** | [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity significantly improved with a **$129.7 million** decrease in operating cash flow usage and new financing, including a **$90.0 million** FILO Term Loan and a **$50.0 million** Delayed Draw Term Loan - Cash used in operating activities improved to **$1.6 million** in Q1 2021 from **$131.2 million** in Q1 2020, a **$129.7 million** improvement, driven by improved operating results and receipt of CARES Act receivables[190](index=190&type=chunk) - In January 2021, the company entered into a new financing agreement that included a **$90.0 million** FILO Term Loan and a **$50.0 million** Delayed Draw Term Loan (DDTL), which was drawn in March 2021[192](index=192&type=chunk) - As of May 1, 2021, the company had **$227.8 million** in net debt outstanding and approximately **$70.8 million** available for borrowing under its Revolving Credit Facility[195](index=195&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate fluctuations on its variable-rate debt, where a **100 basis point** change would impact annual interest expense by approximately **$2.3 million** - The company's primary market risk is interest rate risk associated with its variable-rate Revolving Credit Facility and Term Loan Facility[198](index=198&type=chunk) - As of May 1, 2021, the company had **$105.0 million** outstanding under its Revolving Credit Facility and **$127.6 million** under its Term Loan Facility. A **100 basis point** change in interest rates would result in an approximate **$2.3 million** change in annual interest expense[199](index=199&type=chunk) [Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of May 1, 2021, with no material changes to internal control over financial reporting during Q1 2021 - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective at the reasonable assurance level as of May 1, 2021[203](index=203&type=chunk) - No changes occurred during the first quarter of 2021 that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[204](index=204&type=chunk) Part II [Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) The company is a defendant in several representative action lawsuits in California alleging wage and hour violations, for which an estimated liability has been recorded - The company is involved in various legal proceedings, including several representative action lawsuits filed in California alleging violations of state wage and hour statutes and other labor standards[113](index=113&type=chunk)[114](index=114&type=chunk)[205](index=205&type=chunk) [Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, focusing on extreme common stock price volatility and potential "short squeezes" driven by social media, which may be disconnected from financial performance - The company's common stock has experienced extreme volatility, with the price fluctuating from an intra-day low of **$0.86** to a high of **$13.97** in January 2021, which may not be related to operating performance[208](index=208&type=chunk) - A potential "short squeeze" has led to, and could again lead to, extreme price volatility unrelated to the company's business prospects. Investors purchasing during such events could suffer substantial losses[211](index=211&type=chunk)[212](index=212&type=chunk) - The company warns that information published by third parties on blogs, message boards, and social media may not be reliable or accurate and should not be the basis for investment decisions[213](index=213&type=chunk)[214](index=214&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=43&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q1 2021, the company repurchased **647,000** common shares for employee tax withholding, with approximately **$34.2 million** remaining under the authorized repurchase program Shares Purchased | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Jan 31 - Feb 27, 2021 | 1,000 | $2.80 | | Feb 28 - Apr 3, 2021 | 1,000 | $5.10 | | Apr 4 - May 1, 2021 | 645,000 | $3.35 | | **Total** | **647,000** | | - All shares purchased were in connection with employee tax withholding obligations and not part of the publicly announced share repurchase program. Approximately **$34.2 million** remains available for repurchase under the program[217](index=217&type=chunk) [Defaults Upon Senior Securities](index=43&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable - Not applicable[218](index=218&type=chunk) [Mine Safety Disclosures](index=43&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable - Not applicable[220](index=220&type=chunk) [Other Information](index=43&type=section&id=Item%205.%20Other%20Information) No other information is disclosed for this item - None[222](index=222&type=chunk) [Exhibits](index=44&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report, including Sarbanes-Oxley certifications and Inline XBRL documents - The exhibits filed with this report include certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act and various Inline XBRL documents[225](index=225&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34742 EXPRESS, INC. (Exact name of registrant as specified in its charter) Delaware 26-2828128 (State or other juri ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended October 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | --- | --- | |---------------------------------------------------------------------------|--------------------------------------| | FOR THE TRANSITION PERIOD FROM ______ TO ______ | ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended August 1, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | --- | --- | |----------------------------------------------------------------|--------------------------------------| | FOR THE TRANSITION PERIOD FROM ______ TO ______ | | | Commissi ...