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 fifty-two weeks ended January 28, 2023 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 0-23071 THE CHILDREN'S PLACE, INC. (Exact name of registrant as specified in its charter) | ...

The Children’s Place, Inc. (NASDAQ:PLCE) Q4 2022 Earnings Conference Call March 16, 2023 8:00 AM ET Company Participants Jane Elfers - President and Chief Executive Officer Sheamus Toal - Chief Financial Officer Maegan Markee - Senior Vice President, Digital Marketing Josh Truppo - Vice President, Financial Planning and Analysis Conference Call Participants Jay Sole - UBS James Chartier - Monness, Crespi, Hardt & Co. Dana Telsey - Telsey Advisory Group Marni Shapiro - The Retail Tracker Operator Good morn ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 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 number 0-23071 THE CHILDREN'S PLACE, INC. (Exact name of registrant as specified in its chart ...

The Children's Place, Inc. (NASDAQ:PLCE) Q3 2022 Results Conference Call November 17, 2022 8:00 AM ET Company Participants Jane Elfers - President & Chief Executive Officer Sheamus Toal - Chief Financial Officer Maegan Markee - Senior Vice President, Digital Marketing Josh Truppo - Vice President, Financial Planning & Analysis Conference Call Participants Dana Telsey - Telsey Advisory Group Jim Chartier - Monness Crespi & Hardt Jay Sole - UBS Marni Shapiro - Retail Tracker Operator Good morning, and welcome ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 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 ____________ Commission file number 0-23071 THE CHILDREN'S PLACE, INC. (Exact name of registrant as specified in its charter) ...

The Children's Place, Inc. (NASDAQ:PLCE) Q2 2022 Earnings Conference Call August 18, 2022 8:00 AM ET Company Participants Jane Elfers - President & Chief Executive Officer Rob Helm - Chief Financial Officer Conference Call Participants Jay Sole - UBS Dana Telsey - Telsey Advisory Group Susan Anderson - B. Riley Kelly Crago - Citi Marni Shapiro - Retail Tracker Operator Good morning and welcome to The Children's Place Second Quarter 2022 Earnings Conference Call. On the call today are Jane Elfers, President ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Commission file number 0-23071 (Mark One) ☒ 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 ____________ THE CHILDREN'S PLACE, INC. (Exact name of registrant as specified in its charter ...

Financial Data and Key Metrics Changes - The company reported an adjusted EPS of $1.50, down from $3.25 in Q1 2021 and up from $0.36 in Q1 2019 [21] - Net sales decreased by $73 million or 17% to $362 million compared to $435 million in Q1 2021 and decreased by $50 million compared to $412 million in Q1 2019 [21] - Adjusted gross margin decreased by 429 basis points to 39.2% of net sales compared to 43.4% in Q1 2021, but was significantly above the 36.7% gross margin in Q1 2019 [25] - Adjusted operating income decreased by $50 million to $21 million, with a margin of 5.7% of net sales compared to 16.2% in the previous year and increased from 1.6% in Q1 2019 [28] Business Line Data and Key Metrics Changes - Digital sales represented 45% of total retail sales for Q1, up from 44% in Q1 2021, but consolidated digital sales decreased by 18% compared to Q1 2021 [12][24] - Store net sales were down 20% versus Q1 2021, with comparable retail sales down 16.9% versus Q1 2021 and down 1.4% versus Q1 2019 [22][24] Market Data and Key Metrics Changes - U.S. net sales decreased by $79 million or 21% to $306 million compared to $385 million in Q1 2021, while Canadian net sales increased by $1 million or 2% to $31 million [21] - Monthly sales flow showed February sales up low-single digits, March down approximately 35%, and April down approximately 7% compared to the previous year [23] Company Strategy and Development Direction - The company is focused on a multi-pronged transformation strategy with four key initiatives: superior product, digital transformation, fleet optimization, and alternate channels of distribution [16] - The structural reset of the business model aims to deliver double-digit operating margins and EPS for 2022 and beyond, despite a projected mid-single digit decline in sales for the year [10][35] Management's Comments on Operating Environment and Future Outlook - Management noted that unprecedented levels of inflation are expected to persist into 2023, impacting lower-income consumers significantly [9] - The company is tempering its top-line expectations for 2022 due to the macro environment and is planning for a mid-single digit decline in sales [10][36] - Management expressed confidence in achieving significant progress in 2022 compared to pre-pandemic levels, despite ongoing challenges [16] Other Important Information - The company closed seven locations in Q1 and anticipates closing 40 stores for the full year 2022, maintaining financial flexibility in its lease portfolio [33] - The company plans for capital expenditures in the range of $55 million for fiscal year 2022, primarily allocated to digital and supply chain fulfillment initiatives [42] Q&A Session Summary Question: Thoughts on AUR increases and pricing plans - Management acknowledged the challenges faced in Q1 due to stimulus impacts and noted that AUR increases were achieved through successful Easter assortments [45][46] Question: Inventory position and promotional risks - Management expressed confidence in inventory health, stating that they are not concerned about needing to promote to move through inventory [60][62] Question: Competitive landscape and potential promotions - Management indicated that they are monitoring competitors' promotional activities but do not foresee needing to make drastic changes to their pricing strategy [68][70] Question: P&L guidance for Q2 - Management highlighted that gross margins are under pressure due to inbound freight expenses and that SG&A costs are lower due to accelerated store closures [64][66]

Financial Performance - The Children's Place's Q1 2022 net sales were $362 million, a 17% decrease compared to $435 million in Q1 2021 and a 12% decrease compared to $412 million in Q1 2019[9] - The company's Q1 2022 adjusted operating income was 5.7%, a decrease of 1050 basis points compared to last year, but an increase of 410 basis points compared to 2019[9] - Q1 2022 adjusted EPS was $1.05, compared to $0.36 in 2019, representing a 192% increase[13] - The company returned $39 million to shareholders through share repurchases in Q1 2022[15, 16] Digital Performance - Digital penetration accounted for 45% of revenue[4] - Mobile transactions, including mobile app, accounted for 73% of total transactions in Q1 2022[21, 25] - Mobile App user base increased by 76% in the trailing 12 months[21, 25] - App customers drive a 16% increase in AOV and 50% increase in revenue per visit vs non-App customers[25, 26] Brand & Social Media - The company experienced a 40% increase in social follower growth compared to Q4[30] - The Children's Place brand saw a 66% increase in engagement rate vs Q4 2021[32] - Gymboree experienced a 45% increase in follower count and a 70% increase in engagement rate vs Q4 2021[33]

PART I [ITEM 1. BUSINESS.](index=4&type=section&id=Item%201.%20Business.) The Children's Place is North America's largest children's apparel retailer, driving strategic growth and managing pandemic impacts [General](index=5&type=section&id=General) The Company is North America's largest children's apparel retailer, focusing on strategic initiatives and operational excellence - The Company is the **largest pure-play children's specialty apparel retailer in North America**, operating **672 stores** and multiple e-commerce sites as of January 29, 2022[15](index=15&type=chunk)[16](index=16&type=chunk) - Key strategic initiatives include **superior product**, **digital transformation**, and **fleet optimization**, supported by a focus on **talent and operational excellence**[16](index=16&type=chunk)[17](index=17&type=chunk) [COVID-19 Pandemic](index=5&type=section&id=COVID-19%20Pandemic) The Company discusses significant business disruptions and operational adjustments caused by the COVID-19 pandemic - The **COVID-19 pandemic caused significant business disruption**, including reduced retail traffic and changes in consumer spending, though all stores in the U.S., Canada, and Puerto Rico were open as of January 29, 2022[18](index=18&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk) - The Company accelerated store closures under its **fleet optimization initiative** due to **increased online purchasing demand**, closing **256 stores** over the past two fiscal years, including **78** in Fiscal 2021[19](index=19&type=chunk) [Segment Reporting](index=6&type=section&id=Segment%20Reporting) The Company reports its financial performance across U.S. and International operating segments - The Company operates in **two segments**: The Children's Place U.S. and The Children's Place International, each including e-commerce[21](index=21&type=chunk) | Segment | Fiscal 2022 Net Sales (in thousands) | Fiscal 2021 Net Sales (in thousands) | Fiscal 2020 Net Sales (in thousands) | Fiscal 2022 Operating Income (in thousands) | Fiscal 2021 Operating Income (in thousands) | Fiscal 2020 Operating Income (in thousands) | | :------------------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | :---------------------------------------- | :---------------------------------------- | :---------------------------------------- | | The Children's Place U.S. | $1,723,887 | $1,372,079 | $1,671,165 | $253,419 | $(196,565) | $77,910 | | The Children's Place International | $191,477 | $150,519 | $199,502 | $22,229 | $(3,350) | $18,390 | | **Total Net Sales** | **$1,915,364** | **$1,522,598** | **$1,870,667** | **$275,648** | **$(199,915)** | **$96,300** | | Operating Income % of Net Sales (U.S.) | 14.7% | (14.3)% | 4.7% | | | | | Operating Income % of Net Sales (International) | 11.6% | (2.2)% | 9.2% | | | | | Total Operating Income % of Net Sales | 14.4% | (13.1)% | 5.2% | | | | | Segment | January 29, 2022 (in thousands) | January 30, 2021 (in thousands) | | :------------------------------- | :------------------------------ | :------------------------------ | | The Children's Place U.S. | $951,401 | $1,054,339 | | The Children's Place International | $86,059 | $85,788 | | **Total Assets** | **$1,037,460** | **$1,140,127** | [Key Capabilities](index=7&type=section&id=Key%20Capabilities) The Company highlights its core strengths in merchandising, global sourcing, and brand image - The Company's merchandising strategy focuses on delivering compelling, coordinated apparel, footwear, and accessories, with new products flowing monthly[24](index=24&type=chunk)[25](index=25&type=chunk) - **Low-cost global sourcing** is a **competitive advantage**, with manufacturing primarily in Asia and Africa, managed through global sourcing offices to ensure quality and value[27](index=27&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk) - **Brand image is strengthened** by offering **high-quality, age-appropriate products**, providing coordinated outfits, exclusive e-commerce products, strong visual presentations, value-focused marketing, and leveraging **loyalty programs** and **private label credit cards**[27](index=27&type=chunk)[31](index=31&type=chunk) [Environmental, Social & Governance (ESG)](index=8&type=section&id=Environmental%2C%20Social%20%26%20Governance) The Company outlines its commitment to ESG principles, including environmental initiatives and responsible sourcing - The Company published a **comprehensive ESG Report** in November 2021, detailing **22 public goals** aligned with SASB, GRI, and UN Sustainable Development Goals[36](index=36&type=chunk) - **Board oversight of ESG topics**, including environmental initiatives and responsible sourcing, has been assigned to the Corporate Responsibility, Sustainability & Governance Committee, while **human capital management and DE&I** are overseen by the Human Capital & Compensation Committee[37](index=37&type=chunk)[38](index=38&type=chunk) - Environmental initiatives aim to **reduce GHG emissions**, deliver **responsibly sourced products**, manage water and chemical usage, and divert waste from landfills[39](index=39&type=chunk) [Human Capital Management](index=9&type=section&id=Human%20Capital%20Management) The Company details its workforce structure, talent management, and leadership development - As of January 29, 2022, the Company had **approximately 11,900 employees**, with **2,000** at corporate/distribution centers, **1,500** full-time store employees, and **8,400** part-time/seasonal store employees[42](index=42&type=chunk) - The Human Capital & Compensation Committee oversees talent and succession planning, with the senior leadership team having an **average tenure of over six years** and **60% of senior leaders promoted internally**[43](index=43&type=chunk) [Diversity, Equity and Inclusion](index=9&type=section&id=Diversity%2C%20Equity%20and%20Inclusion) The Company emphasizes its commitment to DE&I, highlighting workforce diversity and leadership representation - Diversity, Equity, and Inclusion (DE&I) is a **top priority**, with oversight by the Human Capital & Compensation Committee[44](index=44&type=chunk) - The Company is **female-led**, with **87% of associates being women**, and **over 50% of Board members and senior leadership being women**[45](index=45&type=chunk) - The Company is committed to **doubling its Black associate population at corporate headquarters by 2025**[45](index=45&type=chunk) [Company Stores](index=10&type=section&id=Company%20Stores) The Company provides an overview of its retail store footprint and fleet optimization strategy - As of January 29, 2022, the Company operated **672 stores** in the U.S., Canada, and Puerto Rico, and had **211 international points of distribution** with partners in **16 countries**[49](index=49&type=chunk)[53](index=53&type=chunk) | Location | January 29, 2022 | January 30, 2021 | | :------------ | :--------------- | :--------------- | | United States | 582 | 640 | | Canada | 83 | 101 | | Puerto Rico | 7 | 8 | | **Total Stores** | **672** | **749** | - The **fleet optimization initiative** has resulted in **527 store closures since 2013**, including **78** in Fiscal 2021, reducing total store square footage from **5.2 million** to **3.2 million**, and **improving profitability**[50](index=50&type=chunk) [E-commerce Sales](index=10&type=section&id=E-commerce%20Sales) The Company outlines its strategic focus and investments in enhancing its e-commerce platform - **E-commerce sales are a top strategic priority**, with **investments in back-end infrastructure and front-end technology** to **enhance the online shopping experience**[52](index=52&type=chunk) [International Franchisees and Wholesale](index=10&type=section&id=International%20Franchisees%20and%20Wholesale) The Company describes its international distribution network and wholesale business relationships - The Company has **211 international points of distribution** with **seven partners in 16 countries**, **generating revenue from product sales and sales royalties**[53](index=53&type=chunk) - The **wholesale business includes a relationship with Amazon**[53](index=53&type=chunk) [Store Operations](index=11&type=section&id=Store%20Operations) The Company details its store operational structure and employee incentive programs - **Store operations are geographically organized**, with a **centralized corporate function** supporting stores[54](index=54&type=chunk) - Store managers are motivated by a **monthly incentive compensation plan** tied to financial goals[54](index=54&type=chunk) [Seasonality](index=11&type=section&id=Seasonality) The business is subject to seasonal influences, with sales concentrated in specific periods - The business is subject to **seasonal influences**, with **heavier sales concentrations during back-to-school and holiday seasons**[55](index=55&type=chunk) | Quarter | Fiscal 2021 Net Sales (%) | Fiscal 2020 Net Sales (%) | Fiscal 2021 Operating Income (Loss) (%) | Fiscal 2020 Operating Income (Loss) (%) | | :------ | :------------------------ | :------------------------ | :-------------------------------------- | :-------------------------------------- | | First | 22.8 | 16.8 | 23.9 | (86.6) | | Second | 21.6 | 24.2 | 13.7 | (32.3) | | Third | 29.1 | 27.9 | 41.3 | 11.7 | | Fourth | 26.5 | 31.1 | 21.1 | 7.0 | [Marketing](index=11&type=section&id=Marketing) The Company discusses its brand strategies, loyalty programs, and customer engagement initiatives - The Company **relaunched the Gymboree brand** in February 2020 and **introduced the new Sugar & Jade brand** in November 2021, **exclusively online**[56](index=56&type=chunk) - The **MyPLACE Rewards loyalty program** and **private label credit card accounted for approximately 75% of sales** at the end of Fiscal 2021[57](index=57&type=chunk) - The Company **partnered with Afterpay** to offer a "**buy-now-pay-later**" program to customers[57](index=57&type=chunk) [Distribution](index=11&type=section&id=Distribution) The Company describes its distribution network, including owned and third-party logistics centers - The Company owns and operates a **700,000 sq ft distribution center** in Alabama for U.S. operations and leases a **95,000 sq ft center** in Ontario, Canada for Canadian retail[58](index=58&type=chunk) - **Third-party logistics providers are used** for U.S. and Canadian e-commerce operations (Indiana, Ontario) and international franchise business (Malaysia, China)[58](index=58&type=chunk)[59](index=59&type=chunk) [Competition](index=12&type=section&id=Competition) The children's apparel, footwear, and accessories retail markets are highly competitive, with diverse competitors - The children's apparel, footwear, and accessories retail markets are **highly competitive**, with competitors including specialty stores, mass merchants, off-price stores, and e-commerce retailers[60](index=60&type=chunk) - **Key competitors include** Target Corporation, Old Navy, GapKids, Carter's, Inc., T.J. Maxx, Marshall's, Burlington Coat Factory, Kohl's Corporation, Walmart Stores, Inc., and Amazon[60](index=60&type=chunk) [Trademarks and Service Marks](index=12&type=section&id=Trademarks%20and%20Service%20Marks) The Company lists its key trademarks and intellectual property acquisitions - **Key trademarks include** "The Children's Place," "Place," "Baby Place," "Gymboree," "Crazy 8," and "Sugar & Jade"[61](index=61&type=chunk) - The Company **acquired worldwide rights** to "Gymboree" and "Crazy 8" intellectual property in Fiscal 2019 and **launched the "Sugar & Jade" e-commerce website** in November 2021[61](index=61&type=chunk) [Government Regulation](index=12&type=section&id=Government%20Regulation) The Company outlines its compliance with extensive federal, state, and international regulations - The Company is subject to **extensive federal, state, local, provincial, and international laws and regulations**, including product testing and safety, consumer protection, privacy, and customs[62](index=62&type=chunk) - The Company is **committed to product quality and safety**, adhering to laws such as CPSIA, Federal Hazardous Substances Act, Flammable Fabrics Act, and CCPSA[63](index=63&type=chunk) [Internet Access to Reports](index=12&type=section&id=Internet%20Access%20to%20Reports) The Company provides information on accessing its SEC filings and corporate governance documents online - **SEC filings** (10-K, 10-Q, 8-K, Proxy Statement) are **available on the SEC website and the Company's corporate website**[65](index=65&type=chunk)[66](index=66&type=chunk) - **Corporate governance guidelines, code of business conduct, and the ESG Report are also available** on the corporate website[66](index=66&type=chunk)[67](index=67&type=chunk) [ITEM 1A. RISK FACTORS.](index=14&type=section&id=Item%201A.%20Risk%20Factors.) The Company faces significant risks from the COVID-19 pandemic, strategic execution, global operations, competition, economic sensitivity, cybersecurity, and regulatory compliance [RISKS RELATED TO THE COVID-19 PANDEMIC](index=14&type=section&id=RISKS%20RELATED%20TO%20THE%20COVID-19%20PANDEMIC) The Company details the adverse impacts of the COVID-19 pandemic on its operations and supply chain - The **COVID-19 pandemic caused significant adverse effects**, including **temporary store closures**, **reductions and volatility in demand**, and **global supply chain disruptions**[69](index=69&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk) - **Increased digital demand** due to the pandemic led to **higher utilization of third-party logistics providers** and potentially **increased fulfillment costs**[71](index=71&type=chunk) [RISKS RELATED TO BUSINESS STRATEGIES AND GLOBAL OPERATIONS](index=15&type=section&id=RISKS%20RELATED%20TO%20BUSINESS%20STRATEGIES%20AND%20GLOBAL%20OPERATIONS) The Company identifies risks associated with executing strategic initiatives, global sourcing, and international operations - **Failure to successfully execute strategic initiatives** like digital transformation, inventory management, and store fleet optimization could **materially adversely affect the business**[72](index=72&type=chunk)[73](index=73&type=chunk)[74](index=74&type=chunk)[77](index=77&type=chunk) - **Dependencies on unaffiliated manufacturers, suppliers, and transportation companies**, particularly international ones, expose the Company to risks such as **supply chain disruptions**, **geopolitical instability**, and **increased costs**[82](index=82&type=chunk)[85](index=85&type=chunk)[87](index=87&type=chunk) - **Foreign currency fluctuations**, especially with the Canadian dollar, **impact revenues and product costs**, potentially **affecting profitability**[93](index=93&type=chunk)[94](index=94&type=chunk) - **Acts of terrorism, war, pandemics, natural disasters, or political unrest** could **disrupt commerce, production, and consumer confidence**, **materially affecting the business**[95](index=95&type=chunk)[96](index=96&type=chunk) [RISKS RELATED TO THE RETAIL AND APPAREL INDUSTRIES](index=19&type=section&id=RISKS%20RELATED%20TO%20THE%20RETAIL%20AND%20APPARREL%20INDUSTRIES) The Company discusses risks stemming from fashion trends, consumer spending, cost fluctuations, and intense market competition - **Failure to anticipate and respond to rapidly changing fashion trends, consumer preferences, and technology shifts** could lead to excess or insufficient inventory and **negatively impact profitability and reputation**[101](index=101&type=chunk)[102](index=102&type=chunk) - **Declines in consumer confidence and spending**, influenced by economic conditions (unemployment, inflation) and external events (pandemics, natural disasters), can **adversely affect the apparel industry and the Company's operating results**[103](index=103&type=chunk)[104](index=104&type=chunk)[105](index=105&type=chunk) - **Fluctuations in raw material, labor, energy, and service prices** can **increase product and delivery costs**, leading to **pressure on margins and potential declines in profitability**[106](index=106&type=chunk)[107](index=107&type=chunk) - The children's apparel market is **highly competitive**, with numerous specialty, mass, off-price, and e-commerce retailers, leading to **intense price and promotional competition**[111](index=111&type=chunk)[112](index=112&type=chunk) [RISKS RELATED TO CYBERSECURITY, DATA PRIVACY, INFORMATION TECHNOLOGY AND E-COMMERCE](index=21&type=section&id=RISKS%20RELATED%20TO%20CYBERSECURITY%2C%20DATA%20PRIVACY%2C%20INFORMATION%20TECHNOLOGY%20AND%20E-COMMERCE) The Company highlights risks concerning data breaches, privacy compliance, IT system failures, and e-commerce operational challenges - **Privacy breaches or failure to comply with evolving privacy laws** (e.g., CCPA, CPRA) could result in **data theft, operational delays, negative publicity, lost sales, and significant fines**[115](index=115&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk) - The **successful operation of the e-commerce business depends on maintaining efficient online order-taking, fulfillment, and a positive shopping experience**, with risks including **system failures, security breaches, and rapid technological changes**[120](index=120&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk) - **Disruptions or failures in information technology and other business systems**, including those managed by third-party vendors, could **materially adversely affect operations, financial reporting, and customer satisfaction**[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk) [RISKS RELATED TO OUR STOCK AND STOCK PRICE](index=23&type=section&id=RISKS%20RELATED%20TO%20OUR%20STOCK%20AND%20STOCK%20PRICE) The Company addresses factors influencing its common stock price volatility and shareholder concentration risks - **Fluctuations in sales, comparable retail sales, margins, operating income, and EPS**, driven by factors like economic conditions, weather, and competitive actions, can **materially adversely affect the common stock price**[126](index=126&type=chunk)[127](index=127&type=chunk)[129](index=129&type=chunk) - The **highly concentrated nature of stock holdings** (top ten institutional holders own over **50%**) could facilitate approval of proposals contrary to Board or management positions[130](index=130&type=chunk) - The Company has experienced, and may continue to experience, large "short" positions, which can lead to **substantial volatility in the stock price**[132](index=132&type=chunk) [RISKS RELATED TO LEGAL AND REGULATORY MATTERS](index=24&type=section&id=RISKS%20RELATED%20TO%20LEGAL%20AND%20REGULATORY%20MATTERS) The Company outlines risks associated with intellectual property protection, legislative changes, and compliance with various laws - **Inability to protect trademarks and other intellectual property rights globally** could **diminish brand value, weaken competitive position, and materially adversely affect the business**[134](index=134&type=chunk) - **Changes in federal tax and other legislation**, including income tax laws, minimum wage requirements, and overtime regulations, could **increase expenses and materially adversely affect financial results**[135](index=135&type=chunk)[137](index=137&type=chunk) - **Failure to comply with applicable laws** (wage and hour, privacy, product safety) and ongoing legal/regulatory actions could result in **significant penalties, litigation, increased expenses, and reputational harm**[138](index=138&type=chunk)[139](index=139&type=chunk) [ITEM 1B. UNRESOLVED STAFF COMMENTS.](index=26&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments.) There are no unresolved staff comments reported by the Company - **No unresolved staff comments were reported**[144](index=144&type=chunk) [ITEM 2. PROPERTIES.](index=26&type=section&id=Item%202.%20Properties.) The Company leases all its retail store locations and owns a distribution center in Alabama - **All existing store locations** in the U.S., Puerto Rico, and Canada are **leased**, with terms expiring through 2030 and an **average unexpired lease term of approximately 1.2 years**[145](index=145&type=chunk) | Location | Use | Approximate Sq. Footage | Current Lease Term Expiration | | :-------------------- | :------------------------ | :---------------------- | :---------------------------- | | Fort Payne, AL | Warehouse Distribution Center | 700,000 | Owned | | Ontario, Canada | Warehouse Distribution Center | 95,000 | 4/30/2024 | | Secaucus, NJ | Corporate Offices | 200,000 | 5/31/2029 | | Hong Kong, China | Product Support | 22,800 | 4/30/2022 | | Brownsburg, Indiana | Warehouse Distribution Center | 315,000 | 8/31/2024 | [ITEM 3. LEGAL PROCEEDINGS.](index=26&type=section&id=Item%203.%20Legal%20Proceedings.) The Company settled a class action lawsuit regarding false advertising and manages other legal proceedings - The Company **settled a class action lawsuit** (Rael v. The Children's Place, Inc.) concerning false advertising, with **final approval granted in March 2021**[147](index=147&type=chunk)[148](index=148&type=chunk) - The settlement includes **merchandise vouchers** for qualified class members and a **$5.0 million reserve** recorded in Q1 2017[149](index=149&type=chunk) - Management believes other legal proceedings arising in the normal course of business will **not have a material adverse effect** on the Company's financial position[150](index=150&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES.](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the Company - **This item is not applicable to the Company**[151](index=151&type=chunk) PART II [ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.](index=28&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities.) The Company's common stock is listed on Nasdaq, with details on share repurchase programs and equity compensation [Share Repurchase Programs](index=28&type=section&id=Share%20Repurchase%20Programs) The Board authorized two $250.0 million share repurchase programs, with $257.3 million remaining as of January 29, 2022 - The **Board authorized two $250.0 million share repurchase programs** (March 2018 and November 2021), with **$257.3 million remaining** as of January 29, 2022[155](index=155&type=chunk) - **Share repurchases were suspended** from March 2020 through July 2021 due to the COVID-19 pandemic, except for **tax withholding requirements**[155](index=155&type=chunk) | Type of Repurchase | Fiscal 2022 Shares (in thousands) | Fiscal 2022 Amount (in thousands) | Fiscal 2021 Shares (in thousands) | Fiscal 2021 Amount (in thousands) | | :-------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Share repurchase program | 1,025 | $85,648 | 294 | $15,490 | | Shares acquired in treasury | 4 | $278 | 6 | $209 | [Equity Plan Compensation Information](index=29&type=section&id=Equity%20Plan%20Compensation%20Information) This section provides information on securities available for future issuances under equity compensation plans | Plan Category | Securities to be issued upon exercise of outstanding options | Weighted average exercise price of outstanding options | Securities remaining available for future issuances under equity compensation plans (excluding securities reflected in Column A) | | :--------------------------------- | :--------------------------------------------------------- | :----------------------------------------------------- | :--------------------------------------------------------------------------------------------------------------------------- | | Equity Compensation Plans Approved by Security Holders | N/A | N/A | 596,216 | | Equity Compensation Plans Not Approved by Security Holders | N/A | N/A | N/A | | **Total** | **N/A** | **N/A** | **596,216** | [Performance Graph](index=30&type=section&id=Performance%20Graph) The performance graph illustrates the Company's stock return against benchmark indices | Index | FY17 | FY18 | FY19 | FY20 | FY21 | | :---------------------------------- | :------- | :------- | :------- | :------- | :------- | | The Children's Place---"PLCE" | $155.72 | $105.20 | $66.76 | $82.20 | $78.81 | | NASDAQ US Benchmark TR Index | $122.14 | $121.66 | $146.88 | $177.49 | $206.49 | | NASDAQ US Benchmark Retail TR Index | $134.78 | $144.34 | $167.86 | $232.24 | $242.91 | | Index | FY17 | FY18 | FY19 | FY20 | FY21 | | :---------------------------------- | :--------- | :--------- | :--------- | :--------- | :--------- | | The Children's Place---"PLCE" | $145.60 | $92.13 | $59.67 | $73.47 | $70.44 | | NASDAQ US Benchmark TR Index | $2,344.18 | $2,335.10 | $2,819.09 | $3,406.63 | $3,963.21 | | NASDAQ US Benchmark Retail TR Index | $3,026.13 | $3,240.82 | $3,768.85 | $5,214.30 | $5,453.85 | [ITEM 6. [RESERVED]](index=29&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information - **This item is reserved**[165](index=165&type=chunk) [ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.](index=31&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) This section analyzes the Company's financial condition, operating results, liquidity, and capital resources [OVERVIEW](index=32&type=section&id=OVERVIEW) This overview covers the Company's business, segment reporting, COVID-19 impacts, and recent debt refinancing - The Company is the **largest pure-play children's specialty apparel retailer in North America**, with **672 stores** and **e-commerce operations** across U.S. and International segments as of January 29, 2022[169](index=169&type=chunk)[170](index=170&type=chunk) - The **COVID-19 pandemic continued to cause business disruption and supply chain issues**, though **all stores were open** as of January 29, 2022[171](index=171&type=chunk)[172](index=172&type=chunk) - **Product input costs** (cotton, labor, fuel) are **expected to increase** in 2022, partially offset by **higher price realization**[173](index=173&type=chunk) - The Company **refinanced its $360.0 million asset-based revolving credit facility and $80.0 million term loan** in November 2021 with a **new $350.0 million ABL Credit Facility and $50.0 million Term Loan**, featuring **lower interest rates and increased flexibility**[174](index=174&type=chunk)[175](index=175&type=chunk) [Operating Highlights](index=33&type=section&id=Operating%20Highlights) This section summarizes key financial metrics and strategic growth initiatives for the fiscal year | Metric | Fiscal 2021 (in millions) | Fiscal 2020 (in millions) | Change ($) (in millions) | Change (%) | | :-------------------------------------- | :------------------------ | :------------------------ | :----------------------- | :--------- | | Net Sales | $1,915.364 | $1,522.598 | $392.766 | 25.8% | | Gross Profit | $794.740 | $333.251 | $461.489 | 138.4% | | Gross Margin | 41.5% | 21.9% | 19.6 percentage points | | | SG&A Expenses | $459.169 | $428.234 | $30.935 | 7.2% | | SG&A as % of Net Sales | 24.0% | 28.1% | (4.1) percentage points | | | Interest Expense | $18.634 | $11.906 | $6.728 | 56.5% | | Provision (Benefit) for Income Taxes | $69.859 | $(71.393) | $141.252 | | | Effective Tax Rate | 27.2% | (33.7)% | | | | Net Income (Loss) | $187.171 | $(140.365) | $327.536 | | | Diluted EPS | $12.59 | $(9.59) | $22.18 | | - The **increase in net sales was driven by strong customer response, strategic pricing, and government stimulus/child tax credit payments**[179](index=179&type=chunk)[204](index=204&type=chunk) - **Gross margin improvement was due to leverage of fixed expenses, higher merchandise margins from AUR increases, lower occupancy expenses** (rent abatements, lease negotiations, store closures), and **reduced e-commerce fulfillment costs**[180](index=180&type=chunk)[208](index=208&type=chunk) - The Company continues to focus on **key strategic growth initiatives**: **superior product (Gymboree relaunch, Sugar & Jade introduction)**, **digital transformation (redesigned sites, personalization, ship-from-store)**, and **fleet optimization (256 store closures in past two years)**[184](index=184&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk)[187](index=187&type=chunk) [CRITICAL ACCOUNTING ESTIMATES](index=34&type=section&id=CRITICAL%20ACCOUNTING%20ESTIMATES) The Company discusses key accounting estimates requiring significant management judgment, such as asset impairment and income taxes - **Critical accounting estimates include impairment of long-lived assets, income taxes, stock-based compensation, and inventory valuation**, all requiring **significant management judgment and assumptions**[190](index=190&type=chunk)[191](index=191&type=chunk) - **Impairment of long-lived assets involves comparing estimated undiscounted future cash flows to carrying values**, with fair market value determined using discounted cash flows and considering external (mall traffic, competition, macro factors) and internal (fashion taste, cost control, lease renegotiation) factors[192](index=192&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk) - **Income tax accounting uses the liability method**, with deferred taxes based on temporary differences and **valuation allowances recorded** when realization of deferred tax assets is not more likely than not, requiring **significant judgment on future taxable income**[195](index=195&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk) - **Stock-based compensation expense for Performance Awards is based on the estimated achievement of performance metrics**, which can **impact the number of shares vested and total expense recognized**[198](index=198&type=chunk) - **Inventory is valued at the lower of cost or net realizable value**, with **estimates for market value and shrinkage based on historical trends, market conditions, and future demand**[199](index=199&type=chunk)[200](index=200&type=chunk) [RESULTS OF OPERATIONS](index=36&type=section&id=RESULTS%20OF%20OPERATIONS) This section provides a detailed analysis of the Company's financial performance for recent fiscal years [Fiscal 2021 Compared to Fiscal 2020](index=36&type=section&id=Fiscal%202021%20Compared%20to%20Fiscal%202020) Net sales and gross profit significantly increased in Fiscal 2021, leading to a return to net income | Metric | Fiscal 2021 (%) | Fiscal 2020 (%) | Fiscal 2019 (%) | | :---------------------------------------------- | :-------------- | :-------------- | :-------------- | | Net sales | 100.0 | 100.0 | 100.0 | | Cost of sales (exclusive of depreciation and amortization) | 58.5 | 78.1 | 65.0 | | Gross profit | 41.5 | 21.9 | 35.0 | | Selling, general, and administrative expenses | 24.0 | 28.1 | 25.6 | | Depreciation and amortization | 3.0 | 4.4 | 4.0 | | Asset impairment charges | 0.1 | 2.5 | 0.3 | | Operating income (loss) | 14.4 | (13.1) | 5.2 | | Income (loss) before provision (benefit) for income taxes | 13.4 | (13.9) | 4.7 | | Provision (benefit) for income taxes | 3.6 | (4.7) | 0.8 | | Net income (loss) | 9.8 | (9.2) | 3.9 | | Segment | Fiscal 2021 Net Sales (in thousands) | Fiscal 2020 Net Sales (in thousands) | Fiscal 2019 Net Sales (in thousands) | | :--------------------------------- | :----------------------------------- | :----------------------------------- | :----------------------------------- | | The Children's Place U.S. | $1,723,887 | $1,372,079 | $1,671,165 | | The Children's Place International | $191,477 | $150,519 | $199,502 | | **Total net sales** | **$1,915,364** | **$1,522,598** | **$1,870,667** | - **Total e-commerce sales were 44.8% of net sales** in Fiscal 2021, down from **52.7%** in Fiscal 2020[207](index=207&type=chunk) - **Asset impairment charges significantly decreased from $38.5 million in Fiscal 2020** (related to **419 stores**) to **$1.5 million in Fiscal 2021** (related to **two stores**)[211](index=211&type=chunk) - **Interest expense increased to $18.6 million in Fiscal 2021 from $11.8 million in Fiscal 2020**, partly due to a **$3.7 million charge from debt refinancing**[214](index=214&type=chunk) [Fiscal 2020 Compared to Fiscal 2019](index=38&type=section&id=Fiscal%202020%20Compared%20to%20Fiscal%202019) For a comparative discussion of Fiscal 2020 to Fiscal 2019, refer to the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 2021 - **Comparative discussion for Fiscal 2020 to Fiscal 2019 is available in the previous year's 10-K report**[218](index=218&type=chunk) [LIQUIDITY AND CAPITAL RESOURCES](index=38&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section analyzes the Company's ability to meet its financial obligations and fund operations through cash and credit facilities [Liquidity](index=38&type=section&id=Liquidity) The Company's working capital improved, and it expects to meet future capital needs through cash, operations, and its ABL Credit Facility - **Working capital deficit improved from $171.4 million at January 30, 2021, to $10.3 million at January 29, 2022**[221](index=221&type=chunk) - As of January 29, 2022, the Company had **$175.3 million in outstanding borrowings** and **$97.0 million available** under its ABL Credit Facility[222](index=222&type=chunk) - The Company expects to **meet future working capital and capital expenditure needs** using cash on hand, cash flows from operations, and the ABL Credit Facility[223](index=223&type=chunk)[237](index=237&type=chunk) [ABL Credit Facility and Term Loan](index=38&type=section&id=ABL%20Credit%20Facility%20and%20Term%20Loan) The Company refinanced its debt with new ABL and Term Loan facilities, featuring lower interest rates and increased flexibility - The Company secured a **new $350 million ABL Credit Facility and a $50 million Term Loan** in November 2021, both **maturing in November 2026**, with **lower interest rates and increased flexibility**[224](index=224&type=chunk) | Metric (in millions) | January 29, 2022 (in millions) | January 30, 2021 (in millions) | | :-------------------------- | :----------------------------- | :----------------------------- | | Credit facility maximum | $350.0 | $360.0 | | Borrowing base | $279.7 | $282.2 | | Outstanding borrowings | $175.3 | $169.8 | | Letters of credit outstanding | $7.4 | $8.2 | | Utilization of credit facility | $182.7 | $178.0 | | Availability | $97.0 | $104.2 | | Interest rate at end of period | 1.6% | 4.2% | - The **Term Loan bears interest at LIBOR plus 2.50% or base rate plus 1.75%**, is **pre-payable without penalty**, and **does not require amortization**[230](index=230&type=chunk) [Cash Flows and Capital Expenditures](index=39&type=section&id=Cash%20Flows%20and%20Capital%20Expenditures) Cash provided by operating activities significantly improved, while financing activities shifted to debt repayment and share repurchases | Cash Flow Activity (in millions) | Fiscal 2021 (in millions) | Fiscal 2020 (in millions) | | :----------------------------- | :------------------------ | :------------------------ | | Operating Activities | $133.3 (provided) | $(35.7) (used) | | Investing Activities | $(29.3) (used) | $(30.4) (used) | | Financing Activities | $(112.7) (used) | $60.9 (provided) | | Net Decrease in Cash | $(8.8) | $(4.9) | | Cash and Cash Equivalents, end of period | $54.8 | $63.5 | - The **improvement in operating cash flow in Fiscal 2021 was primarily due to earnings and planned changes in working capital**, while Fiscal 2020 was **impacted by the net loss from the COVID-19 pandemic**[233](index=233&type=chunk)[234](index=234&type=chunk) [CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS](index=40&type=section&id=CONTRACTUAL%20OBLIGATIONS%20AND%20COMMERCIAL%20COMMITMENTS) The Company details its merchandise purchase commitments, operating lease liabilities, and standby letters of credit - As of January 29, 2022, the Company had **$365.0 million in merchandise purchase commitments** and **$18.0 million in non-merchandise commitments** for the next 12 months[406](index=406&type=chunk) - **Operating lease liabilities totaled $249.6 million** and **standby letters of credit were $7.4 million**[406](index=406&type=chunk) [OFF-BALANCE SHEET ARRANGEMENTS](index=40&type=section&id=OFF-BALANCE%20SHEET%20ARRANGEMENTS) The Company reports no material off-balance sheet arrangements - The Company has **no material off-balance sheet arrangements**[238](index=238&type=chunk) [QUARTERLY RESULTS AND SEASONALITY](index=40&type=section&id=QUARTERLY%20RESULTS%20AND%20SEASONALITY) Quarterly results are subject to fluctuations from economic conditions, store operations, and seasonal sales patterns - Quarterly results are **subject to material fluctuations** from factors like economic conditions, store closures, comparable retail sales, weather, holiday timing, and pricing strategy[239](index=239&type=chunk) | Metric (in thousands, except EPS) | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | | :-------------------------------- | :------------ | :------------- | :------------ | :------------- | | Net sales | $435,481 | $413,855 | $558,225 | $507,803 | | Gross profit | $188,206 | $167,861 | $244,831 | $193,842 | | Selling, general, and administrative expenses | $106,738 | $115,620 | $115,563 | $121,248 | | Depreciation and amortization | $15,561 | $14,392 | $14,204 | $14,260 | | Asset impairment charges | $0 | $0 | $1,254 | $252 | | Operating income | $65,907 | $37,849 | $113,810 | $58,082 | | Income before provision for income taxes | $61,496 | $33,153 | $109,851 | $52,530 | | Provision for income taxes | $16,291 | $9,058 | $30,983 | $13,527 | | Net income | $45,205 | $24,095 | $78,868 | $39,003 | | Diluted earnings per share | $3.01 | $1.60 | $5.30 | $2.69 | [ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.](index=41&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk.) The Company is exposed to market risks from interest rate movements and foreign currency fluctuations, primarily in Canada and Hong Kong - The Company's financial position is subject to **market risk from interest rate movements on borrowings** (ABL Credit Facility, Term Loan) and **currency rate movements on foreign-denominated assets and liabilities**[241](index=241&type=chunk)[243](index=243&type=chunk)[244](index=244&type=chunk) - As of January 29, 2022, **net assets in Canada and Hong Kong amounted to $52.7 million**, and a **10% change in their exchange rates would impact the net investment by $5.3 million**[245](index=245&type=chunk) - **Foreign operations, primarily in Canada, expose the Company to exchange rate fluctuations**, with a **10% change in rates potentially impacting Fiscal 2021 net sales by approximately $17 million and total costs/expenses by $19 million**[247](index=247&type=chunk) - The Company **imports most merchandise from foreign countries** (Vietnam, Cambodia, Indonesia, Ethiopia, Bangladesh, China), making it **vulnerable to political, trade, financial, or labor changes in these regions**[248](index=248&type=chunk) [ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.](index=41&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) This item incorporates by reference the consolidated financial statements and supplementary data from Item 15 - **Financial statements and supplementary data are incorporated by reference from Item 15**[249](index=249&type=chunk) [ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.](index=42&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure.) There have been no changes in or disagreements with accountants on accounting and financial disclosure - **No changes in or disagreements with accountants on accounting and financial disclosure were reported**[251](index=251&type=chunk) [ITEM 9A. CONTROLS AND PROCEDURES.](index=42&type=section&id=Item%209A.%20Controls%20and%20Procedures.) Management concluded that disclosure controls and internal control over financial reporting were effective, with no material changes [Evaluation of Disclosure Controls and Procedures](index=42&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective - Management, including the CEO and CFO, concluded that **disclosure controls and procedures were effective** at the reasonable assurance level as of January 29, 2022[253](index=253&type=chunk) [Management's Report on Internal Control Over Financial Reporting](index=42&type=section&id=Management%27s%20Report%20on%20Internal%20Control%20Over%20Financial%20Reporting) Management assessed and concluded that internal control over financial reporting was effective based on the COSO framework - Management concluded that **internal control over financial reporting was effective** as of January 29, 2022, based on the COSO framework[255](index=255&type=chunk) - The independent registered public accounting firm issued an **unqualified opinion** on the **effectiveness of internal control over financial reporting**[255](index=255&type=chunk)[260](index=260&type=chunk) [Changes in Internal Control Over Financial Reporting](index=42&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) No material changes in internal control over financial reporting occurred during the most recent fiscal quarter - **No material changes in internal control over financial reporting occurred** during the most recently completed fiscal quarter[256](index=256&type=chunk) [ITEM 9B. OTHER INFORMATION.](index=44&type=section&id=Item%209B.%20Other%20Information.) No other information is reported under this item - **No other information was reported under this item**[268](index=268&type=chunk) [ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.](index=44&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections.) This item is not applicable to the Company - **This item is not applicable to the Company**[269](index=269&type=chunk) PART III [ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.](index=45&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance.) Information required for this item is incorporated by reference from the Company's Definitive Proxy Statement - **Information is incorporated by reference from the Proxy Statement**[272](index=272&type=chunk) [ITEM 11. EXECUTIVE COMPENSATION.](index=45&type=section&id=Item%2011.%20Executive%20Compensation.) Information required for this item is incorporated by reference from the Company's Definitive Proxy Statement - **Information is incorporated by reference from the Proxy Statement**[273](index=273&type=chunk) [ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.](index=45&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters.) Information required for this item is incorporated by reference from the Company's Definitive Proxy Statement - **Information is incorporated by reference from the Proxy Statement**[274](index=274&type=chunk) [ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.](index=45&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%20and%20Director%20Independence.) Information required for this item is incorporated by reference from the Company's Definitive Proxy Statement - **Information is incorporated by reference from the Proxy Statement**[275](index=275&type=chunk) [ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.](index=45&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services.) Information required for this item is incorporated by reference from the Company's Definitive Proxy Statement - **Information is incorporated by reference from the Proxy Statement**[276](index=276&type=chunk) PART IV [ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.](index=46&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules.) This item lists the financial statements, exhibits, and financial statement schedules filed as part of the report - This section includes the **Report of Independent Registered Public Accounting Firm, Consolidated Balance Sheets, Statements of Operations, Comprehensive Income (Loss), Changes in Stockholders' Equity, Cash Flows, and Notes to Consolidated Financial Statements**[279](index=279&type=chunk) - The independent auditor, Ernst & Young LLP, issued an **unqualified opinion** on the consolidated financial statements and the **effectiveness of internal control over financial reporting** as of January 29, 2022[282](index=282&type=chunk)[283](index=283&type=chunk)[291](index=291&type=chunk) - A **critical audit matter identified was the impairment of long-lived assets**, due to the **subjectivity of estimating forecasted cash flows and fair values** for retail stores[287](index=287&type=chunk)[288](index=288&type=chunk) [ITEM 16. FORM 10-K SUMMARY.](index=80&type=section&id=Item%2016.%20Form%2010-K%20Summary.) This item is omitted at the registrant's option - **This item is omitted at the registrant's option**[462](index=462&type=chunk)