Our Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") should be read in conjunction with our Consolidated
Financial Statements and related Notes included in Item 8, Financial Statements
and Supplementary Data, of this Annual Report. Unless otherwise noted,
transactions and other factors significantly impacting our financial condition,
results of operations and liquidity are discussed in order of magnitude. We
refer to the 52 weeks ended February 1, 2020 and the 52 weeks ended February 2,
2019 in this MD&A as "Fiscal 2019" and "Fiscal 2018", respectively.

Executive Overview



We are a national specialty retailer featuring exclusively designed,
privately-branded women's apparel and accessories. We offer our customers an
assortment of classic and versatile clothing for her everyday needs at a good
value.

We operate an integrated, omni-channel business platform that is designed to
provide our customers a seamless retail experience with the ability to shop when
and where they want, including our retail stores, outlet stores, and website.
This allows our customers to browse, purchase, return, or exchange our
merchandise through the channel that is optimal for her.

As of February 1, 2020, we operated 447 stores in 44 states, including 309
Missy, Petite, Women ("MPW") stores, 77 outlet stores, 32 Christopher & Banks
("CB") stores, and 29 C.J. Banks ("CJ") stores. Our CB brand offers unique
fashions and accessories featuring exclusively designed assortments of women's
apparel in sizes 4 to 16 and in petite sizes 4P to 16P. Our C.J. Banks brand
offers similar assortments of women's apparel in sizes 14W to 26W. Our MPW
concept and outlet stores offer an assortment of both Christopher & Banks and
C.J. Banks apparel servicing the Missy, Petite and Women-sized customer in one
location.


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Other Developments



During fiscal year 2019, the Company had the following addition to its executive
leadership team: Rachel Endrizzi (Senior Vice President, Chief Marketing Officer
in June 2019).

Strategic Priorities

Our overall business strategy is to build sustainable, long-term revenue growth and consistent profitability through the following strategic initiatives:

• Enhancing the customer shopping experience;

• Improving marketing and promotional effectiveness;

• Expanding omni-channel capabilities;

• Building loyalty and grow our customer file; and

• Reducing operating expenses.

Enhancing the Customer Shopping Experience



We are committed to enhancing our customer's shopping experience by providing a
well curated, relevant and inspiring product assortment that is presented in a
way that is easy for her to shop. This begins with offering the right product,
but also means delivering a consistent flow of newness; maintaining an in-stock
position on key items to meet demand; creating compelling visual displays;
merchandising the store in a way that is easy and appealing to shop; and of
course, delivering an amazing customer experience.

Improving Marketing and Promotional Effectiveness



Our goals include executing disciplined markdown management, leveraging improved
analytics to inform what types and depth of promotions and targeted offers are
used, to increase our return on our marketing investments and to elevate our
marketing message. We have improved our marketing collateral with higher quality
photography, including emotive video advertising and our collections in a more
modern, fresh and aspirational way, while maintaining our approachability. We
are also taking a holistic approach to our marketing and advertising with more
consistent messaging across all channels and media. We believe that this
increased consistency combined with the enhancements described above will raise
her perception and will attract more customers to our brand

Expanding Omni-Channel Capabilities



Our integrated, omni-channel strategy is designed to provide customers with a
seamless retail experience, allowing her to shop whenever, however and wherever
she chooses. In January of 2018, we launched "Buy online ship to store," and in
November of 2018, we launched "Buy online ship from store." As of November 2019,
we are fulfilling eCommerce orders from all of our CB, CJ, and MPW stores. We
launched "Buy online pick up in store" at the order level during the second
quarter of Fiscal 2019. These flexible fulfillment options not only serve a
customer need, they allow us to better leverage our inventory across our entire
chain.

Building Loyalty and Grow our Customer File



We have a very loyal customer base that is highly engaged. Our uniquely designed
product, our value positioning and our customer service are key differentiators
for us and contribute to the loyalty of our customers with approximately 90% of
our active customers participating in our loyalty rewards program.

We continue to focus on maximizing the benefits of our customer relationship
management ("CRM") database, Friendship Rewards Loyalty Program ("Friendship
Rewards"), and private-label credit card program to strengthen engagement with
our customers. Our Friendship Rewards program, in conjunction with our CRM
system, allows us to personalize communications and customize our offers. We
continue to leverage our direct and digital marketing channels to encourage
additional customer visits and increased spending per visit.

To grow our existing customer file, we intend to reallocate our marketing spend
in an effort to drive acquisition of new customers, reactivate lapsed customers,
and also capitalize on market disruptions. Finally, we plan to capitalize on our
unique positioning in the market to drive engagement with customers on a grass
roots level.

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Reducing Operating Expense

We intend to take a holistic approach in reducing operating expenses. In Fiscal
2019, we engaged a leading national third-party real estate consulting firm to
assist us in lease restructuring and to accelerate and increase occupancy cost
savings. As a result of these lease restructuring efforts, we realized
approximately $2.0 million in additional occupancy cost savings in Fiscal 2019
and expect to realize an incremental $4.6 million in Fiscal 2020 for a total of
$6.6 million for both Fiscal 2019 and Fiscal 2020.

We have also hired a third-party, non-merchandise procurement specialist to assist us in analyzing relationships and negotiating cost reductions. In addition, we intend to continue to aggressively negotiate rent reductions, optimize our marketing spend, review and reduce our corporate overhead and reduce our shipping and fulfillment expense.

Performance Measures

Management evaluates our financial results based on the following key performance measures.

Comparable sales

Comparable sales is a measure that highlights the performance of our store channel and eCommerce channel sales by measuring the changes in sales over the comparable, prior-year period of equivalent length.

Our comparable sales calculation includes merchandise sales for:

• Stores operating for at least 13 full months;

• Stores relocated within the same center; and




• eCommerce sales.


Our comparable sales calculation excludes:

• Stores converted to the MPW format for 13 full months post conversion.





We believe our eCommerce operations are interdependent with our brick-and-mortar
store sales and, as such, we believe that reporting combined store and eCommerce
comparable sales is a more appropriate presentation. Our customers are able to
browse merchandise in one channel and consummate a transaction in a different
channel. At the same time, our customers have the option to return merchandise
to a store or our third-party distribution center, regardless of the original
channel used for purchase.

Comparable sales measures vary across the retail industry. As a result, our comparable sales calculation is not necessarily comparable to similarly titled measures reported by other companies.

Other performance measures

To supplement our comparable sales performance measure, we also monitor changes in net sales, net sales per store, net sales per gross square foot, gross profit, gross margin rate, operating income, cash, inventory and liquidity.


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Results of Operations

The following table presents selected consolidated financial data for each of the past two fiscal years:


                                                                        Net Change                     Percent of Net Sales
                          52 Weeks Ended      52 Weeks Ended

(dollars in thousands) February 1, 2020 February 2, 2019 Amount

      Percent      February 1, 2020      February 2, 2019
Net sales                $    348,850        $    348,900        $     (50 )          -  %          100.0  %               100.0  %
Merchandise, buying
and occupancy costs           240,023             246,269           (6,246 )       (2.5 )%           68.8  %                70.6  %
Gross profit                  108,827             102,631            6,196          6.0  %           31.2  %                29.4  %
Other operating
expenses:
Selling, general and
administrative                116,143             120,371           (4,228 )       (3.5 )%           33.3  %                34.5  %
Depreciation and
amortization                    8,565              10,158           (1,593 )      (15.7 )%            2.5  %                 2.9  %
Impairment of
long-lived assets                 311               4,384           (4,073 )      (92.9 )%            0.1  %                 1.3  %
Total other operating
expenses                      125,019             134,913           (9,894 )       (7.3 )%           35.8  %                38.7  %
Operating loss                (16,192 )           (32,282 )         16,090        (49.8 )%           (4.6 )%                (9.3 )%
Interest expense, net            (475 )              (183 )           (292 )      159.6  %           (0.1 )%                (0.1 )%
Loss before income
taxes                         (16,667 )           (32,465 )         15,798        (48.7 )%           (4.8 )%                (9.3 )%
Income tax provision               27                 374             (347 )      (92.8 )%              -  %                 0.1  %
Net loss                 $    (16,694 )      $    (32,839 )      $  16,145        (49.2 )%           (4.8 )%                (9.4 )%

Rate trends as a percentage of net sales Fiscal 2019 Fiscal 2018 Gross margin

                                   31.2  %         29.4  %
Selling, general, and administrative           33.3  %         34.5  %
Depreciation and amortization                   2.5  %          2.9  %
Operating loss                                 (4.6 )%         (9.3 )%


Fiscal 2019 Summary • Net sales were flat compared to the same period last year. A decline in

average unit retail was partially offset by increases in the number of

transactions and units sold per transaction.

• Comparable sales in Fiscal 2019 increased 0.2%, compared to a 2.6% decrease

in Fiscal 2018.

• eCommerce comparable sales increased 6.0% in Fiscal 2019 compared to a 15.3%

increase in Fiscal 2018.

• Gross margin percentage improved 178 basis points compared to the same period

last year as improvements in merchandise margin and occupancy expenses were

partially offset by higher shipping costs relating to our ship from store

initiative.

• Selling, general, and administrative expense was $4.2 million, or 3.5%, less

than the same period last year due to lower expenses for compensation,

medical benefits, professional services and eCommerce, and the sale of a

claim regarding credit card interchange fees in the second quarter. These

expense decreases were partially offset by an increase in insurance and

recruiting and training expenses.

• Net loss totaled $16.7 million, a $0.44 loss per share, in Fiscal 2019

compared to a net loss of $32.8 million, a $0.88 loss per share, in Fiscal

2018.

• As of February 1, 2020, we held $3.2 million of cash and cash equivalents,

compared to $10.2 million as of February 2, 2019. There were no outstanding

borrowings under our Credit Facility as of February 1, 2020 and February 2,


    2019.




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Net Sales



The components of the flat net sales in Fiscal 2019 compared to Fiscal 2018 were
as follows:
Sales driver change components        Fiscal 2019
Number of transactions                    1.5  %
Average unit retail                      (2.2 )%
Units per transaction                     0.5  %
Other sales                               0.2  %

Total sales driver change decrease - %





Comparable sales    Fiscal 2019
Comparable sales         0.2 %


Sales were flat primarily as a 2.2% decrease in average unit retail was partially offset by an increase of 1.5% in the number of transactions and a 0.5% increase in units per transaction.

To supplement our comparable sales measure, we also monitor changes in other store sales metrics as illustrated in the table below: Store metrics

                         Fiscal 2019
Net sales per store % change             (0.6 )%

Net sales per square foot % change (1.0 )%





Net sales per store and net sales per square foot for Fiscal 2019 each declined
from the 2.2% decrease in average unit retail, partially offset by an increase
of 1.5% in the number of transactions and a 0.5% increase in units per
transaction.

Store count, openings, closings, and square footage for our stores were as
follows:
                                                    Store Count                                          Square Footage (1)
Stores by         February                             MPW                              Avg Store     February 1,     February
Format            2, 2019      Open      Close     Conversions     February 1, 2020       Count          2020         2, 2019
MPW                   312         6        (8 )         (1 )                   309           311           1,228        1,227
Outlet                 80         1        (4 )          -                      77            80             310          321
Christopher
and Banks              33         1         -           (2 )                    32            33             105          109
C.J. Banks             30         1        (1 )         (1 )                    29            30             104          109
Total Stores          455         9       (13 )         (4 )                   447           454           1,747        1,766

________________________________________

(1) Square footage presented in thousands.





Average store count for Fiscal 2019 was 454 stores compared to an average store
count of 461 stores in Fiscal 2018, a decrease of 1.4%. Average square footage
in Fiscal 2019 decreased 1.1% compared to Fiscal 2018.

Gross Profit

Gross margin percentage improved 178 basis points compared to the same period last year as improvements in occupancy expenses and merchandise margin were partially offset by higher shipping costs relating to our ship from store omni-channel initiative.

Selling, General, and Administrative ("SG&A") Expenses



SG&A decreased by $4.2 million due to lower expenses for compensation, medical
benefits, professional services and eCommerce, and the sale of a claim regarding
credit card interchange fees in the second quarter. These expense decreases were
partially offset by an increase in insurance and recruiting and training
expenses. As a percent of net sales, SG&A decreased by approximately 1.2%.


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Depreciation and Amortization

Depreciation and amortization expense decreased primarily due to the sale-leaseback of the corporate facility in April 2018, a 1.4% decrease in average store count and lower depreciation due to impairment charges on store-related fixed assets taken in the third and fourth quarters of Fiscal 2018, as well as in the second quarter of Fiscal 2019.

Operating Loss



Our operating loss decreased 49.8% in Fiscal 2019 compared to Fiscal 2018 due to
the $6.2 million increase in gross profit, the $4.2 million decline in SG&A
expense, the $1.6 million decline in depreciation expense and the $4.1 million
decline in asset impairment charges.

Interest expense, net

The increase in net interest expense was due to a higher level of average borrowings from our Credit Facility during Fiscal 2019 compared to Fiscal 2018.

Net earnings



Our net loss decrease in Fiscal 2019 compared to our net loss in Fiscal 2018 was
primarily due to gross margin increases, decreases in SG&A expense, depreciation
expenses, and store impairment charges. These improvements were partially offset
by higher interest expense.

Fiscal 2020 Outlook

For the full year of Fiscal 2020, the Company expects:

• Comparable sales to increase in the low-single digits;

• Gross margin expansion of 200 to 350 basis points;

• EBITDA to be between breakeven and a positive $5.0 million; and

• To end the fiscal year with positive cash and no outstanding borrowings under

its asset-based Credit Facility.





In regards to the COVID-19 Coronavirus, the situation remains very fluid and we
are monitoring it closely to assess the potential implications to our business.
Accordingly, the guidance above does not reflect the potential impact of the
COVID-19 Coronavirus outbreak.

Liquidity and Capital Resources

Summary



We expect to operate our business and execute our strategic initiatives
principally with funds generated from operations and from our Credit Facility
and Term Loan, subject to compliance with the financial covenant and the other
terms of the Company's Credit Facility with Wells Fargo and Term Loan with ALCC,
LLC.

Our cash and cash equivalents balance as of the end of Fiscal 2019 and 2018 was $3.2 million and $10.2 million, respectively.

Cash Flows

The following table summarizes our cash flows from operating, investing, and financing activities for each of the past three fiscal years: (in thousands)

                                         Fiscal 2019      Fiscal 2018
Net cash used in operating activities                 $     (4,924 )   $    (21,508 )
Net cash (used in) provided by investing activities         (2,006 )        

9,035


Net cash used in financing activities                         (111 )           (365 )
Net decrease in cash and cash equivalents             $     (7,041 )   $    (12,838 )




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Operating Activities



The $16.6 million change in cash used in operating activities for Fiscal 2019
compared to Fiscal 2018 was primarily due to the improvement in the net loss and
changes in working capital. The positive effect of these items were partially
offset by changes in non-cash expense and lease-related items. Working capital
fluctuations are a reflection of seasonal patterns of sales and inventory
purchasing. The year-over-year change is due to the timing of accounts payable
and payroll accruals.

Investing Activities

Cash used in investing activities for the current period was $2.0 million as
compared to an increase of cash of $9.0 million last year. The $11.0 million
change is primarily attributable to proceeds of $13.3 million from the sale of
the corporate facility as part of a sale-leaseback transaction in April 2018.
Capital expenditures for Fiscal 2019 were approximately $2.0 million, which
primarily reflected investments in technology associated with our eCommerce
initiatives and merchandising capabilities, and expenditures supporting new
stores.

Financing Activities

During Fiscal 2019, the Company repurchased 324,053 shares at a cost of approximately $0.1 million.

We have not paid any dividends since 2010.

Sources of Liquidity



Funds generated by operating activities, available cash and cash equivalents,
our Credit Facility and, as of February 27, 2020, our Term Loan Facility are our
most significant sources of liquidity. We believe that our sources of liquidity
will be sufficient to sustain operations and to finance anticipated capital
investments and strategic initiatives over the next twelve months. However, in
the event our liquidity is not sufficient to meet our operating needs, we may be
required to limit our spending. There can be no assurance that we will continue
to generate cash flows at or above current levels or that we will be able to
maintain our ability to borrow under our existing facilities or obtain
additional financing, if necessary, on favorable terms.

The Credit Facility with Wells Fargo was amended and extended on August 3, 2018
with an expiration date of August 3, 2023. The Credit Facility amendment in 2018
supplemented the Company's existing $50.0 million revolving Credit Facility by
adding a new $5.0 million revolving "first-in, last out" ("FILO Facility")
tranche, subject to the borrowing base restrictions applicable to the FILO
facility. On February 27, 2020, the Company and Wells Fargo again amended the
Credit Facility, which eliminated the $5.0 million FILO loan tranche
simultaneously with the Company entering into a Term Loan Credit Facility with
ALCC, LLC, a related entity of Angelo Gordon.

There were no outstanding borrowings under the Credit Facility as of February 1,
2020 and February 2, 2019. The total borrowing base at February 1, 2020 was
approximately $31.6 million. As of February 1, 2020, the Company had open
on-demand letters of credit of approximately $11.9 million. Accordingly, after
reducing the capped borrowing base, no current borrowings, open letters of
credit and the required minimum availability of the greater of $3.0 million, or
10.0% of the revolving loan cap, the net availability of revolving credit loans
under the Credit Facility was approximately $16.7 million at February 1, 2020.

See Note 5 - Credit Facility and Note 14 - Subsequent Events for additional details regarding our Credit Facility and Term Loan Credit Facility.

Off-Balance Sheet Obligations



We do not have relationships with unconsolidated entities or financial
partnerships, such as entities often referred to as structured finance or
special purposes entities, which would have been established for the purpose of
facilitating off-balance sheet financial arrangements or other contractually
narrow or limited purposes. As such, we are not materially exposed to any
financing, liquidity, market or credit risk that could arise if we had engaged
in such relationships.


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Sourcing



We directly imported approximately 64% and 52% of our merchandise purchases
during Fiscal 2019 and Fiscal 2018, respectively. A significant amount of our
merchandise was manufactured overseas during each of these fiscal periods,
primarily in China, Cambodia, Indonesia and Vietnam. Our reliance on sourcing
from foreign countries may cause us to be exposed to certain risks as indicated
below and in Part I, "Item 1A. Risk Factors" in this Annual Report.

We do not have long-term purchase commitments or arrangements with any of our
suppliers or buying agents. Our ten largest vendors represented approximately
66% and 67% of our total merchandise purchases in Fiscal 2019, and Fiscal 2018,
respectively. One of our suppliers accounted for approximately 14% and 16% of
our purchases during Fiscal 2019, and Fiscal 2018, respectively. Another
supplier accounted for approximately 9% and 10% of our purchases during Fiscal
2019, and Fiscal 2018, respectively. No other vendor supplied greater than 10%
of the Company's merchandise purchases during the last two fiscal years.

Import restrictions, including tariffs and quotas, and changes in such
restrictions, could affect the importation of apparel and might result in
increased costs, delays in merchandise receipts or reduced supplies of apparel
available to us, and could have an adverse effect on our financial condition,
results of operations and liquidity. Our merchandise flow could also be
adversely affected by political instability in any of the countries where our
merchandise is manufactured or by changes in the United States government's
policies toward such foreign countries. In addition, merchandise receipts could
be delayed due to interruptions in air, ocean, and ground shipments.

Although we expect the cost of cotton and synthetics to remain relatively stable
in Fiscal 2020, our average unit cost may change based on other factors,
including overall mix of fashion versus core merchandise, fluctuations in
transportation costs and potential changes in tariffs. To the extent that we
cannot offset increases in the cost of goods with other cost reductions or
efficiencies, we may be forced to sell the product at higher prices, which our
customers may be less prone to accept.

Seasonality



Our quarterly results may fluctuate significantly depending on a number of
factors, including general economic conditions, consumer confidence, customer
response to our seasonal merchandise mix, timing of new store openings, adverse
weather conditions, and shifts in the timing of certain holidays and shifts in
the timing of promotional events.

Inflation

We do not believe that inflation had a material effect on our results of operations in the last two fiscal years.

Critical Accounting Policies and Estimates



Management's Discussion and Analysis of Financial Condition and Results of
Operations is based upon our Consolidated Financial Statements and related
notes, which have been prepared in accordance with generally accepted accounting
principles used in the United States. The preparation of these financial
statements requires management to make certain estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities as of the date of the financial statements and
the reported amounts of revenues and expenses during a reporting period.
Management bases its estimates on historical experience and various other
assumptions that we believe to be reasonable. As a result, actual results could
differ because of the use of these estimates and assumptions.

Our significant accounting policies can be found in Note 1 - Nature of Business
and Significant Accounting Policies, in the Notes to Consolidated Financial
Statements contained in Item 8 of this Annual Report. We believe that the
following accounting estimates are the most critical to aid in fully
understanding and evaluating our reported financial results, and they require
our most challenging and complex judgments, resulting from the need to make
estimates about the effect of matters that are inherently uncertain.

Inventory valuation



Merchandise inventories are stated at the lower of cost or market utilizing the
retail inventory method. The retail inventory method inherently requires
management judgments and estimates, such as the amount and timing of permanent
markdowns to clear unproductive or slow-moving inventory, which may impact the
ending inventory valuation as well as gross margins.


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Permanent markdowns designated for clearance activity are recorded when the
utility of the inventory has diminished. Factors considered in the determination
of permanent markdowns include current and anticipated demand, customer
preferences, age of the merchandise and fashion trends. When a decision is made
to permanently mark down merchandise, the resulting gross profit reduction is
recognized.

Physical inventories are taken annually, and inventory records are adjusted
accordingly, resulting in the recording of actual shrinkage. Physical
inventories are taken at all store locations approximately three weeks before
the end of the fiscal year. Shrinkage is estimated as a percentage of net sales
at interim periods and for this approximate three-week period, based on
historical shrinkage rates.

We do not believe there is a reasonable likelihood that there will be a material
change in the future estimates or assumptions we use to calculate our inventory
markdowns or shrinkage rates. However, if estimates regarding consumer demand
are inaccurate or actual physical inventory shrink differs significantly from
our estimate, our operating results could be materially affected.

Long-lived assets

Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.



When evaluating long-lived assets for potential impairment, we first compare the
carrying value of the asset to the asset's estimated future cash flows
(undiscounted and without interest charges). If the sum of the estimated future
cash flows is less than the carrying value of the asset, we calculate an
impairment loss. The impairment loss calculation compares the carrying value of
the asset to the asset's estimated fair value, which is typically based on
estimated discounted future cash flows. We recognize an impairment loss if the
amount of the asset's carrying value exceeds the asset's estimated fair value.
If we recognize an impairment loss, the adjusted carrying amount of the asset
becomes its new cost basis. For a depreciable long-lived asset, the new cost
basis is depreciated over the remaining useful life of that asset.

When reviewing long-lived assets for impairment, we group long-lived assets with
other assets and liabilities at the lowest level for which identifiable cash
flows are largely independent of the cash flows of other assets and liabilities.
For long-lived assets deployed at store locations, we review for impairment at
the individual store level. These reviews involve comparing the carrying value
of all leasehold improvements, store furniture and fixtures and right-of-use
assets located at each store to the net cash flow projections for each store. In
addition, we conduct separate impairment reviews at other levels as appropriate.
For example, shared assets such as our corporate office and distribution center
would be evaluated by reference to the aggregate assets, liabilities and
projected residual cash flows of all areas of the businesses utilizing those
shared assets.

Our impairment loss calculations involve uncertainty because they require
management to make assumptions and to apply judgment to estimate future cash
flows and asset fair values, including estimating useful lives of the assets and
selecting the discount rate that reflects the risk inherent in future cash
flows. If actual results are not consistent with our estimates and assumptions
used in estimating future cash flows and asset fair values, we may be exposed to
losses that could be material. However, we do not believe there is a reasonable
likelihood that there will be a material change in the estimates or assumptions
we use to calculate long-lived asset impairment losses.

We recorded long-lived asset impairment charges of approximately $0.3 million and $4.4 million in Fiscal 2019, and Fiscal 2018, respectively, related to underperforming store locations.

Customer loyalty program



The Company's Friendship Rewards loyalty program grants customers the ability to
accumulate points based on purchase activity. Once a Friendship Rewards member
achieves a certain point level, the member earns award certificates that may be
redeemed towards future merchandise purchases. Points are accrued as unearned
revenue and recorded as a reduction of net sales and a current liability as they
are accumulated by members and certificates are earned. The liability is
recorded net of estimated breakage based on historical redemption patterns and
trends. Revenue and the related cost of sales are recognized upon redemption of
the reward certificates, which expire approximately six weeks after issuance.

A customer loyalty liability of $4.3 million and $3.8 million is included in accrued liabilities as of the end of Fiscal 2019 and Fiscal 2018, respectively.


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Income taxes



Our income tax returns are subject to or are in the process of being audited by
various taxing authorities. To the extent our estimates of settlements change or
the final tax outcome is different from the amounts recorded, such differences
will impact the income tax provision in the period in which such determinations
are made. Our income tax expense includes changes in our estimated liability for
exposures associated with our various tax filing positions. Although we believe
that our judgments are reasonable, actual results could differ, and we may be
exposed to losses or gains that could be material.

We record a valuation allowance against our deferred tax assets when it is more
likely than not that some portion or all of our deferred tax assets will not be
realized. In determining the need for a valuation allowance, management is
required to make judgments regarding future income, taxable income, and the
potential effects of the mix of income or losses in the jurisdictions in which
we operate.

Forming a conclusion that a valuation allowance is not needed is difficult when
negative evidence such as cumulative losses exists. Based on available objective
evidence and cumulative losses, management believes it is more likely than not
that the deferred tax assets are not recognizable and will not be recognized
until the Company has sufficient taxable income. Accordingly, the net deferred
tax assets with the exception of certain deferred state benefits, have been
offset by a valuation allowance. The valuation allowance increased by $3.0
million and $5.5 million during the years ended February 1, 2020 and February 2,
2019, respectively. The increase in the valuation allowance in the current year
is a result of the increase in deferred taxes. The valuation allowance does not
have any impact on cash and does not prevent the Company from using the deferred
tax assets in future periods when profits are realized.

The Company has not completed an IRC Section 382 review for Fiscal 2019. Due to
the existence of the valuation allowance, it is not expected that any possible
limitation will have an impact on the results of operations of the Company.

Forward-Looking Statements



We may make forward-looking statements reflecting our current views with respect
to future events and financial performance.  These forward-looking statements,
which may be included in reports filed under the Exchange Act, in press releases
and in other documents and materials as well as in written or oral statements
made by or on behalf of the Company, are subject to certain risks and
uncertainties, including those discussed in Item 1A - Risk Factors of this
Annual Report, which could cause actual results to differ materially from
historical results or anticipated future results.

The words or phrases "will likely result," "are expected to," "estimate,"
"project," "believe," "expect," "should," "anticipate," "forecast," "intend" and
similar expressions are intended to identify forward-looking statements within
the meaning of Section 21e of the Exchange Act and Section 27A of the Securities
Act of 1933, as amended, as enacted by the Private Securities Litigation Reform
Act of 1995 ("PSLRA"). In particular, we desire to take advantage of the
protections of the PSLRA in connection with the forward-looking statements made
in this Annual Report.

Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date such statements are made. In
addition, we wish to advise readers that the factors listed in Item 1A of this
Annual Report, as well as other factors, could affect our performance and could
cause our actual results for future periods to differ materially from any
opinions or statements expressed. We undertake no obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

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