MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and related notes included elsewhere in this document. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those discussed in "Item 1A Risk Factors." See the cautionary note regarding forward-looking statements set forth at the beginning of Part I of the Annual Report on Form 10-K.

The following Management's Discussion and Analysis of Financial Condition and Result of Operations ("MD&A") is intended to help the reader understand the financial condition, results of operations, and the certainty of cash flows of Zumiez Inc. and its wholly-owned subsidiaries. This discussion focuses on known material events and uncertainties that are reasonably likely to cause reported financial information not to be necessarily indicative of future operating results or of future financial condition. This includes descriptions and amounts of matters that have had a material impact on reported operations, as well as matters that are reasonably likely, based on our assessment, to have a material impact on future operations.

Fiscal 2022-A Review of This Past Year

After a record year of sales and earnings in fiscal 2021 fueled by domestic government stimulus yielding 19.5% growth in net sales and 61.6% growth in diluted earnings per share, fiscal 2022 was much more challenging. During the front half of fiscal 2022 we were facing difficult year-over-year sales comparisons from the record US government stimulus in early fiscal 2021. In addition, there was significant inflationary pressure on discretionary spending in our customer base and more competition for discretionary dollars from categories such as travel and entertainment. This resulted in a 19% decrease in net sales for the full year fiscal 2022. The lower sales level combined with inflation in our cost structure resulted in a decrease in earnings per diluted share of 77.7%.

After six straight years of product margin gains, fiscal 2022 Product margin decreased 50 basis points from the prior year driven primarily by the difficult sales environment during the back-to-school and holiday peaks necessitating discounting to maintain a healthy inventory position at year end. Regardless of this decrease, fiscal 2022 product margin is at the second highest level in our history and we believe current levels represent structural gains rather than short-term, pandemic related improvements. In a more normalized sales environment, we anticipate that we can recover what was lost in fiscal 2022 and continue to grow product margins through existing initiatives in the business over time. Total gross margin decreased by 470 basis points in fiscal 2022. Beyond the product margin impact discussed above, the 19.0% decrease in net sales created deleverage of significant fixed costs included in gross margin such as occupancy, distribution center, and merchandising expenses. While we were able to reduce total selling, general and administrative expenses in 2022, these costs deleveraged due to the sales decline. Our earnings per diluted share of $1.08 in fiscal 2022 was down from an all-time high in fiscal 2021 of $4.85. We added 32 new stores in fiscal 2022 including 16 in North America, 12 new Blue Tomato stores in Europe and 4 new Fast Times store in Australia. We believe that we still have meaningful expansion opportunities internationally in both existing and new markets.

As a leading global lifestyle retailer, we continue to differentiate ourselves through our distinctive brand offering and diverse product selection, as well as the unique customer experience across all of our platforms. We remain committed to serving the customer through introducing newness in our product offering launching over 100 new brands in 2022. We made investments over several years to integrate the digital and physical channels creating a seamless shopping experience for our customer. We are continuing to deliver our online orders in North America from our stores, which has provided substantial improvements in the speed of delivery to our customers, eliminated the need to manage two pools of inventory separately for digital and physical demand, and created one cost structure for execution of both physical and digital sales. Internationally we continue to see deeper penetration of localized fulfillment and are in various stages of roll-out in different countries. In-store fulfillment is a key part of strategy that we believe will drive long term market share by leveraging the strengths of our store sales team, providing better and faster service to customers, improving product margins, maximizing the productivity of inventory, providing additional selling opportunities, and utilizing one cost structure to serve the customer.



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The following table shows net sales, operating profit, operating margin and diluted earnings per share for fiscal 2022 compared to fiscal 2021:


                                   Fiscal 2022      Fiscal 2021       % Change

Net sales (in thousands) (1) $ 958,380 $ 1,183,867 -19.0 % Operating profit (in thousands) $ 31,100 $ 157,810 -80.3 % Operating margin

                            3.2 %           13.3 %
Diluted earnings per share        $        1.08     $       4.85          -77.7 %



  (1) The decrease in net sales was primarily driven by continued inflationary
      pressures on the consumer and the benefits from domestic stimulus in the
      prior year when consumers were less likely to spend on travel and in-person
      entertainment due to COVID-19. The decrease in net sales was driven by a
      decrease in transactions and a decrease in dollars per transaction. The
      decrease in dollars per transaction was driven by a decrease in units per
      transaction, partially offset by an increase in average unit retail. For the
      year, the men's category was our largest declining category followed by
      hardgoods, accessories, women's and footwear.

Fiscal 2023-A Look At the Upcoming Year

In fiscal 2023, our focus remains on serving the customer with strategic investments largely tied to enhancing the customer experience while increasing market share and creating operational efficiencies to drive long-term operating margin back to historical levels. Though 2022 was a highly challenging year, the balance sheet remains strong with $173.5 million in cash and marketable securities at the end of fiscal 2022 and a current asset level that is much larger than current liabilities. This gives us the security to manage through potential difficulties while also investing in important strategic initiatives to drive shareholder value over the long-term.

Exiting a difficult year for sales and earnings in fiscal 2022, the macro-economic environment in 2023 remains unclear. Inflation remains high compared to historical levels and this continues to weigh on the discretionary income of our customer base. Economic indicators show that our customers savings levels are decreasing and credit card levels are increasing. While current conditions appear difficult for consumers, we remain focused on our long-term initiatives that will help us capitalize on opportunities as these circumstances improve. These include concepts like; continued globalization of the brand to enhance our ability to reach consumers in each geography that we operate, an intense focus with our brand partners to bring forth relevant product with the speed expected by our customers, aggressively managing inventory levels, continuing to rethink how the customer interacts with the brand, and actively managing how we optimize the trade areas in which we serve our customers.

General

Net sales constitute gross sales, net of actual and estimated returns and deductions for promotions, and shipping revenue. Net sales include our store sales and our ecommerce sales. We record the sale of gift cards as a current liability and recognize revenue when a customer redeems a gift card. Additionally, the portion of gift cards that will not be redeemed ("gift card breakage") is recognized based on our historical redemption rate in proportion to the pattern of rights exercised by the customer.



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We report "comparable sales" based on net sales beginning on the first anniversary of the first day of operation of a new store or ecommerce business. We operate a sales strategy that integrates our stores with our ecommerce platform. There is significant interaction between our store sales and our ecommerce sales channels and we believe that they are utilized in tandem to serve our customers. Therefore, our comparable sales also include our ecommerce sales. Changes in our comparable sales between two periods are based on net sales of store or ecommerce business which were in operation during both of the two periods being compared and, if a store or ecommerce business is included in the calculation of comparable sales for only a portion of one of the two periods being compared, then that store or ecommerce business is included in the calculation for only the comparable portion of the other period. Any increase or decrease less than 25% in square footage of an existing comparable store, including remodels and relocations within the same mall, or temporary closures less than seven days does not eliminate that store from inclusion in the calculation of comparable sales. Any store or ecommerce business that we acquire will be included in the calculation of comparable sales after the first anniversary of the acquisition date. Current year foreign exchange rates are applied to both current year and prior year comparable sales to achieve a consistent basis for comparison. Stores closed due the impacts of COVID-19 are excluded from our comparable sales calculation if they were closed for longer than seven days. Our ecommerce business has remained open during the COVID-19 pandemic and therefore remains reported in our comparable sales calculation. There may be variations in the way in which some of our competitors and other apparel retailers calculate comparable sales. As a result, data herein regarding our comparable sales may not be comparable to similar data made available by our competitors or other retailers.

Cost of goods sold consists of branded merchandise costs and our private label merchandise costs including design, sourcing, importing and inbound freight costs. Our cost of goods sold also includes shrinkage, buying, occupancy, ecommerce fulfillment, distribution and warehousing costs (including associated depreciation) and freight costs for store merchandise transfers. This may not be comparable to the way in which our competitors or other retailers compute their cost of goods sold. Cash consideration received from vendors is reported as a reduction of cost of goods sold if the inventory has sold, a reduction of the carrying value of the inventory if the inventory is still on hand, or a reduction of selling, general and administrative expense if the amounts are reimbursements of specific, incremental and identifiable costs of selling the vendors' products.

With respect to the freight component of our ecommerce sales, amounts billed to our customers are included in net sales and the related freight cost is charged to cost of goods sold.

Selling, general and administrative expenses consist primarily of store personnel wages and benefits, administrative staff and infrastructure expenses, freight costs for merchandise shipments from the distribution centers to the stores, store supplies, depreciation on fixed assets at our home office and stores, facility expenses, training expenses and advertising and marketing costs. Credit card fees, insurance, public company expenses, legal expenses, amortization of intangibles, and other miscellaneous operating costs are also included in selling, general and administrative expenses. This may not be comparable to the way in which our competitors or other retailers compute their selling, general and administrative expenses.

Key Performance Indicators

Our management evaluates the following items, which we consider key performance indicators, in assessing our performance:

Net sales. Net sales constitute gross sales, net of sales returns and deductions for promotions, and shipping revenue. Net sales includes comparable sales and new store sales for all our store and ecommerce businesses. We consider net sales to be an important indicator of our current performance. Net sales results are important to achieve leveraging of our costs, including store payroll and store occupancy. Net sales also have a direct impact on our operating profit, cash and working capital.

Gross profit. Gross profit measures whether we are optimizing the price and inventory levels of our merchandise. Gross profit is the difference between net sales and cost of goods sold. Any inability to obtain acceptable levels of initial markups or any significant increase in our use of markdowns could have an adverse effect on our gross profit and results of operations.



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Operating profit. We view operating profit as a key indicator of our success. Operating profit is the difference between gross profit and selling, general and administrative expenses. The key drivers of operating profit are net sales, gross profit, our ability to control selling, general and administrative expenses and our level of capital expenditures affecting depreciation expense.

Diluted earnings per share. Diluted earnings per share is based on the weighted average number of common shares and common share equivalents outstanding during the period. We view diluted earnings per share as a key indicator of our success in increasing shareholder value.

Trends and Uncertainties Affecting Our Results and Comparability

We have been, and we expect to continue to be affected by a number of factors that may cause actual results to differ from our historical results or current expectations. These factors include the impact of the COVID-19 pandemic on our operations and financial results; foreign currency rates; changes in laws, including U.S. tax law changes; fluctuations in variable costs, and changes in general economic conditions in the markets in which we operate. Additionally, we have experienced increased costs during 2021 and 2022 that are expected to continue into 2023. Our ability to raise our selling prices depends on market conditions and there may be periods during which we are unable to fully recover increases in our costs or experience an adverse impact on demand due to pricing actions. We believe higher consumer price inflation has resulted in reduced consumer confidence and consumer spending which negatively impacted our sales during fiscal 2022.

These and other factors can affect our operations and net earnings for any period and may cause such results not to be comparable to the same period in previous years and the results presented in this report are not necessarily indicative of future operating results.

Results of Operations

In December 2019, a novel strain of coronavirus (COVID-19) was first identified, and in

2020, the World Health Organization categorized COVID-19 as a pandemic. In the best interest of our customers and employees and in line with governmental regulations, all stores were closed by March 19, 2020. We began gradually re-opening physical stores at the end of the first fiscal quarter and into the second fiscal quarter, with the majority of our stores open through the third and fourth quarter. In certain regions, COVID-19 related short-term closures continued into fiscal 2021, primarily in Europe, Canada, and Australia. Due to the COVID-19 pandemic, our stores were open, on an aggregate basis, approximately 100%, 97% and 78% of the possible days during fiscal 2022, fiscal 2021, and fiscal 2020, respectively.

The following table presents selected items on the consolidated statements of income as a percent of net sales:



                                                Fiscal 2022       Fiscal 2021       Fiscal 2020
Net sales                                              100.0 %           100.0 %           100.0 %
Cost of goods sold                                      66.1 %            61.4 %            64.7 %
Gross profit                                            33.9 %            38.6 %            35.3 %
Selling, general and administrative expenses            30.7 %            25.3 %            25.5 %
Operating profit                                         3.2 %            13.3 %             9.8 %
Interest and other income, net                           0.2 %             0.3 %             0.5 %
Earnings before income taxes                             3.4 %            13.6 %            10.3 %
Provision for income taxes                               1.2 %             3.5 %             2.6 %
Net income                                               2.2 %            10.1 %             7.7 %


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Fiscal 2022 Results Compared With Fiscal 2021

Net Sales

Net sales were $958.4 million for fiscal 2022 compared to $1,183.9 million for fiscal 2021, a decrease of $225.5 million or 19.0%. The decrease in sales was primarily driven by continued inflationary pressures on the consumer, foreign exchange rate fluctuation, and the benefits from domestic stimulus in the prior year when consumers were less likely to spend on travel and in-person entertainment due to COVID-19.

The decrease in net sales was driven by a decrease in transactions and a decrease in dollars per transaction. The decrease in dollars per transaction was driven by a decrease in units per transaction, partially offset by an increase in average unit retail. For the year, the men's category was our largest declining category followed by hardgoods, accessories, women's, and footwear.

By region, North America sales decreased $228.3 million or 22.2% and other international sales increased $2.8 million or 1.8% during fiscal 2022 compared to fiscal 2021. Net sales for the year ended January 28, 2023 included a $17.7 million decrease due to the change in foreign exchange rates, which consisted of $13.7 million in Europe, $2.2 million in Canada, and $1.8 million in Australia. Excluding the impact of changes in foreign exchange rates, North America sales decreased $226.1 million or 21.9% and other international sales increased $18.4 million or 12.0% during fiscal 2022 compared to fiscal 2021.

Gross Profit

Gross profit was $324.7 million for fiscal 2022 compared to $456.7 million for fiscal 2021, a decrease of $132.1 million, or 28.9%. As a percentage of net sales, gross profit decreased 470 basis points in fiscal 2022 to 33.9%, as we saw significant deleverage on lower sales across our fixed costs as well as rate increases in numerous areas. The decrease was primarily driven by a 240 basis point deleverage in store occupancy costs, a 90 basis point increase in web shipping costs, a 70 basis point deleverage in distribution center costs, a 50 basis point decrease in product margin, a 40 basis point deleverage in buying and private label costs, and a 30 basis point increase in inventory shrinkage. These increases were partially offset by a 30 basis point decrease in annual incentive compensation.

Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses were $293.6 million for fiscal 2022 compared to $298.9 million for fiscal 2021, a decrease of $5.3 million, or 1.8%. SG&A expenses as a percent of net sales increased 540 basis points in fiscal 2022 to 30.7%. The increase was primarily driven by 260 basis points due to store wages tied to both deleverage on lower sales as well as rate increase that we could not offset by management of hours, 140 basis points due to store costs not tied to wages primarily impacted by deleverage on lower sales, 100 basis points in non-store wages, 70 basis points in corporate costs and 70 basis points in our training events as we got back to our normal cadence. These increases were partially offset by a 70 basis point decrease in annual incentive compensation and a 30 basis points decrease due to an increase in government subsidies related to a one-time German government subsidy received in the first quarter of fiscal 2022.

Net Income

Net income for fiscal 2022 was $21.0 million, or $1.08 per diluted share, compared with net income of $119.3 million, or $4.85 per diluted share, for fiscal 2021. Our effective income tax rate for fiscal 2022 was 35.2% compared to 25.7% for fiscal 2021. The increase in effective income tax rate for fiscal 2022 compared to fiscal 2021 was primarily related to an increase in foreign losses in certain jurisdictions, which are subject to a valuation allowance. Due to cumulative and ongoing foreign losses in such jurisdictions, the realization of such deferred tax assets is uncertain and thus subject to a valuation allowance. The increase in the valuation allowance in fiscal 2022 resulted in $3.0 million of income tax expense or 9.3% when compared to fiscal 2021 of $2.2 million or 1.4%.



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Fiscal 2021 Results Compared With Fiscal 2020

Net Sales

Net sales were $1,183.9 million for fiscal 2021 compared to $990.7 million for fiscal 2020, an increase of $193.2 million or 19.5%. The increase in sales was primarily driven by the re-opening of stores compared to the wide spread short-term store closures related to the COVID-19 pandemic in the prior year, our ability to capitalize on current trends and the impact of domestic economic stimulus on the business during the year. For the year, our stores were open approximately 97.0% of the possible days compared to 78.4% of the possible days during fiscal 2020.

The increase in net sales was driven by an increase in transactions and an increase in dollars per transaction. Dollars per transaction increased due to an increase in average unit retail partially offset by a decrease in units per transaction. For the year, the men's category was our largest growth category followed by accessories, footwear, and women's. Our only negative category for the year was hardgoods.

By region, North America sales increased $165.1 million or 19.1% and other international sales increased $28.1 million or 22.5% during fiscal 2021 compared to fiscal 2020. Net sales for the year ended January 29, 2022 included a $4.2 million increase due to the change in foreign exchange rates, which consisted of $3.0 million in Canada, $1.0 million in Australia, and $0.3 million in Europe. Excluding the impact of changes in foreign exchange rates, North America sales increased $162.2 million or 18.7% and other international sales increased $26.8 million or 21.4% during fiscal 2021 compared to fiscal 2020.

Gross Profit

Gross profit was $456.7 million for fiscal 2021 compared to $350.0 million for fiscal 2020, an increase of $106.7 million, or 30.5%. As a percentage of net sales, gross profit increased 330 basis points in fiscal 2021 to 38.6%, as we leverage meaningfully across the fixed cost structures compared to the period of COVID-19 related closures in the prior year. The increase was primarily driven by a 140 basis point leverage in our store occupancy costs when compared to the prior year, which included the continuation of rent charges without associated sales during COVID-19 related closures in fiscal 2020. In addition, there was a 110 basis point increase in product margin and a 100 basis point decrease in web fulfillment and web shipping costs due to leverage of distribution fixed costs and decreased total web sales activity compared to the prior year which increased as a result of COVID-19 related short-term closures.

Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses were $298.9 million for fiscal 2021 compared to $253.1 million for fiscal 2020, an increase of $45.8 million, or 18.1%. SG&A expenses as a percent of net sales decreased 20 basis points in fiscal 2021 to 25.3% as we leveraged meaningfully across our fixed costs compared to the period of COVID-19 related closures in the prior year. The decrease was primarily driven by 90 basis points of leverage in non-wage store operating costs partially offset by a 50 basis point unfavorable impact related to fewer government subsidies received in fiscal 2021.

Net Income

Net income for fiscal 2021 was $119.3 million, or $4.85 per diluted share, compared with net income of $76.2 million, or $3.00 per diluted share, for fiscal 2020. Our effective income tax rate for fiscal 2021 was 25.7% compared to 25.6% for fiscal 2020.

Liquidity and Capital Resources

Our cash requirements are subject to change as business conditions warrant and opportunities arise. Our primary uses of cash are for operational expenditures, inventory purchases, common stock repurchases and capital investments, including new stores, store remodels, store relocations, store fixtures and ongoing infrastructure improvements. Historically, our main source of liquidity has been cash flows from operations.



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The significant components of our working capital are inventories and liquid assets such as cash, cash equivalents, current marketable securities and receivables, reduced by accounts payable and accrued expenses. Our working capital position benefits from the fact that we generally collect cash from sales to customers the same day or within several days of the related sale, while we typically have longer payment terms with our vendors.

At January 28, 2023 and January 29, 2022, cash, cash equivalents and current marketable securities were $173.5 million and $294.5 million. Working capital, the excess of current assets over current liabilities, was $194.4 million at the end of fiscal 2022, a decrease of 26.2% from $263.2 million at the end of fiscal 2021. The decrease in cash, cash equivalents and current marketable securities in fiscal 2022 was due to repurchases of common stock of $87.9 million and $25.6 million of capital expenditures primarily related to the opening of 32 new stores and 2 remodels and relocations.

The following table summarizes our cash flows from operating, investing and financing activities (in thousands):



                                                Fiscal 2022       Fiscal 2021       Fiscal 2020
Total cash (used in) provided by
Operating activities                           $        (379 )   $     134,950     $     138,412
Investing activities                                  54,209           101,643          (110,541 )
Financing activities                                 (87,257 )        (191,409 )          (9,694 )
Effect of exchange rate changes on cash and
cash
  equivalents                                         (2,172 )          (1,822 )           3,522
Net (decrease) increase in cash, cash
equivalents, and restricted cash               $     (35,599 )   $      43,362     $      21,699

Operating Activities

Net cash provided by operating activities decreased by $135.3 million in fiscal 2022 to $0.4 million cash used in operating activities from $135.0 million cash provided by operating activities in fiscal 2021. Net cash provided by operating activities decreased by $3.5 million in fiscal 2021 to $135.0 million from $138.4 million in fiscal 2020. Our operating cash flows result primarily from cash received from our customers, offset by cash payments we make for inventory, employee compensation, store occupancy expenses and other operational expenditures. Cash received from our customers generally corresponds to our net sales. Because our customers primarily use credit cards or cash to buy from us, our receivables from customers settle quickly. Changes to our operating cash flows have historically been driven primarily by changes in operating income, which is impacted by changes to non-cash items such as depreciation, amortization and accretion, deferred taxes, and changes to the components of working capital.

Investing Activities

Net cash provided by investing activities was $54.2 million in fiscal 2022 related to $79.8 million in net sales of marketable securities and $25.6 million of capital expenditures primarily for new store openings and existing store remodels or relocations. Net cash provided by investing activities was $101.6 million in fiscal 2021 related to $117.4 million in net sales of marketable securities and $15.7 million of capital expenditures primarily for new store openings and existing store remodels or relocations. Net cash used in investing activities was $110.5 million in fiscal 2020 related to $101.4 million in net purchases of marketable securities and $9.1 million of capital expenditures primarily for new store openings and existing store remodels or relocations.



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Financing Activities

Net cash used in financing activities in fiscal 2022 was $87.3 million related to $87.9 million used in the repurchase of common stock and $0.5 million in payments for tax withholding obligations upon vesting of restricted stock partially offset by $1.1 million in proceeds from the issuance and exercise of stock-based awards. Net cash used in financing activities in fiscal 2021 was $191.4 million related to $193.8 million used in the repurchase of common stock and $0.6 million in payments on tax withholding obligation upon vesting of restricted stock partially offset by $3.0 million in proceeds from the issuance and exercise of stock-based awards. Net cash used in financing activities in fiscal 2020 was $9.7 million related to $13.4 million used in the repurchase of common stock and $0.2 million in payments on tax withholding obligation upon vesting of restricted stock partially offset by $3.9 million in proceeds from the issuance and exercise of stock-based awards.

Capital Expenditures

Our capital requirements include construction and fixture costs related to the opening of new stores and remodel and relocation expenditures for existing stores. Future capital requirements will depend on many factors, including the pace of new store openings, the availability of suitable locations for new stores and the nature of arrangements negotiated with landlords. In that regard, our net investment to open a new store has varied significantly in the past due to a number of factors, including the geographic location and size of the new store, and is likely to vary significantly in the future.

During fiscal 2022, we spent $25.6 million on capital expenditures which consisted of $13.8 million of costs related to investment in 32 new stores and 2 remodeled or relocated stores, $6.6 million associated with improvements to our websites and $5.2 million in other improvements.

During fiscal 2021, we spent $15.7 million on capital expenditures which consisted of $11.5 million of costs related to investment in 23 new stores and 3 remodeled or relocated stores, $1.1 million associated with improvements to our websites and $3.1 million in other improvements.

During fiscal 2020, we spent $9.1 million on capital expenditures, which consisted of $6.6 million of costs related to investment in 12 new stores and 3 remodeled or relocated stores, $2.1 million associated with improvements to our websites and $0.4 million in other improvements.

In fiscal 2023, we expect to spend approximately $21 million to $23 million on capital expenditures, a majority of which will relate to leasehold improvements and fixtures for the approximately 23 new stores we plan to open in fiscal 2023 and remodels or relocations of existing stores. There can be no assurance that the number of stores that we actually open in fiscal 2023 will not be different from the number of stores we plan to open, or that actual fiscal 2023 capital expenditures will not differ from this expected amount.

Other Material Cash Requirements

Our material cash requirements include the following contractual and other obligations: (1) purchase obligations (for additional information, see Note 11 to the Consolidated Financial Statements); (2) supply and service arrangements entered in the normal course of business; (3) operating lease payments (for additional information, see Note 10 to the Consolidated Financial Statements); and (4) employee wages, benefits, and incentives; (5) commitments for capital expenditures; and (6) tax payables. Moreover, we may be subject to additional material cash requirements that are contingent upon the occurrence of certain events, e.g., legal contingencies, uncertain tax positions, and other matters.

At January 28, 2023, we did not have any "off-balance sheet arrangements," as defined in relevant SEC regulations that are reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.



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Sources of Liquidity

Our most significant sources of liquidity continue to be funds generated by operating activities and available cash, cash equivalents and current marketable securities. We expect these sources of liquidity and available borrowings under our revolving credit facility will be sufficient to meet our foreseeable cash requirements for operations and planned capital expenditures for at least the next twelve months. Beyond this time frame, if cash flows from operations are not sufficient to meet our capital requirements, then we will be required to obtain additional equity or debt financing in the future. However, there can be no assurance that equity or debt financing will be available to us when we need it or, if available, that the terms will be satisfactory to us and not dilutive to our then-current shareholders.

As of January 28, 2023, we maintained a secured credit agreement with Wells Fargo Bank, N.A., which provided us with a senior secured credit facility ("credit facility") of up to $25.0 million through December 1, 2023, and up to $35.0 million after December 1, 2023 and through December 1, 2024. The credit facility is available for working capital and other general corporate purposes. The credit facility provides for the issuance of standby letters of credit in an amount not to exceed $17.5 million outstanding at any time and with a term not to exceed 365 days. The commercial line of credit provides for the issuance of commercial letters of credit in an amount not to exceed $10.0 million and with terms not to exceed 120 days. The credit facility will mature on December 1, 2024. The credit facility is secured by a first-priority security interest in substantially all of the personal property (but not the real property) of the borrowers and guarantors. Amounts borrowed under the credit facility bear interest at a daily simple SOFR rate plus a margin of 1.35% per annum. There were no borrowings or open commercial letters of credit outstanding under the secured credit facility at January 28, 2023. We had $0.6 million in issued, but undrawn, standby letters of credit at January 28, 2023.

Additionally, on October 12, 2020, we entered into a credit facility with UBS Switzerland AG of up to 15.0 million Euro. The credit facility bore interest at 1.25%. This credit facility was closed on December 30, 2022.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with U.S. GAAP. In connection with the preparation of our consolidated financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that we believe to be relevant at the time our consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

Our significant accounting policies are discussed in Note 2, "Summary of Significant Accounting Policies," in the Notes to Consolidated Financial Statements found in Part IV Item 15 of this Form 10-K. We believe that the following accounting estimates involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our consolidated financial statements.



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                                    Judgments and          Effect If Actual Results Differ
        Description                 Uncertainties                 From Assumptions

Valuation of Merchandise
Inventories

We value our inventory at      Our write-down reserve      We have not made any material
the lower of average cost or   contains uncertainties      changes in the accounting
net realizable value through   because the calculation     methodology used to calculate
the establishment of           requires management to      our write-down and shrinkage
write-down and inventory       make assumptions based      reserves in the past three
loss reserves.                 on the current rate of      fiscal years. We do not believe
Our write-down reserve         sales, the age and          there is a reasonable
represents the excess of the   profitability of            likelihood that there will be a
carrying value over the        inventory and other         material change in the future
amount we expect to realize    factors.                    estimates we use to calculate
from the ultimate sales or     Our shrinkage reserve       our inventory reserves.
other disposal of the          contains uncertainties      However, if actual results are
inventory. Write-downs         because the calculation     not consistent with our
establish a new cost basis     requires management to      estimates, we may be exposed to
for our inventory.             make assumptions and to     losses or gains that could be
Subsequent changes in facts    apply judgment              material. Our inventory
or circumstances do not        regarding a number of       reserves have decreased by $0.8
result in the restoration of   factors, including          million in fiscal 2022.
previously recorded            historical percentages      A 10% decrease in the sales
write-downs or an increase     that can be affected by     price of our inventory at
in that newly established      changes in merchandise      January 28, 2023 would have
cost basis.                    mix and changes in          decreased net income by $0.6
Our inventory loss reserve     actual shrinkage            million in fiscal 2022.
represents anticipated         trends.                     A 10% increase in actual
physical inventory losses                                  physical inventory shrinkage
("shrinkage reserve") that                                 rate at January 28, 2023 would
have occurred since the last                               have decreased net income by
physical inventory.                                        less than $0.1 million in
                                                           fiscal 2022.

Valuation of Long-Lived
Assets

We review the carrying value   Events that may result      We do not believe there is a
of our long-lived assets,      in an impairment            reasonable likelihood that
including fixed assets and     include the decision to     there will be a material change
operating lease right-of-use   close a store or            in the estimates or assumptions
assets, for impairment         facility or a               we use to calculate long-lived
whenever events or changes     significant decrease in     asset impairment losses.
in circumstances indicate      the operating               However, if actual results are
that the carrying value of     performance of a            not consistent with our
such asset or asset group      long-lived asset group.     estimates and assumptions, our
may not be recoverable.        Our impairment              operating results could be
Recoverability of assets to    calculations contain        adversely affected. Declines in
be held and used is            uncertainties because       projected cash flow of the
determined by a comparison     they require management     assets could result in
of the carrying amount of an   to make assumptions and     impairment. We recognized
asset to future undiscounted   to apply judgment to        impairment losses of $2.1
net cash flows expected to     estimate future cash        million related to long-lived
be generated by the asset.     flows and asset fair        assets in fiscal 2022.
If such assets are             values, including
considered impaired, the       forecasting future          A 10 basis point decrease in
impairment recognized is       sales, gross profit,        forecasted sales assumptions
measured by comparing the      operating expenses, or      would have resulted in an
fair value of the asset to     sub-lease income. In        additional impairment charge of
the asset carrying             addition to historical      $0.1 million in fiscal 2022.
value. The fair value of the   results, current trends
asset is based on the future   and initiatives, and
discounted cash flow of        long-term
current market rents that we   macro-economic and
could receive as sublease      industry factors are
income.                        qualitatively
                               considered.
                               Additionally,
                               management seeks input
                               from store operations
                               related to local
                               economic conditions,
                               including the impact of
                               closures of selected
                               co-tenants who occupy
                               the mall.




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                                    Judgments and          Effect If Actual Results Differ
        Description                 Uncertainties                 From Assumptions

Right-of-use Assets and
Lease Liabilities
                               Significant judgment is     We do not believe there is a
We determine if a contract     required in determining     reasonable likelihood that
contains a lease at            our incremental             there will be a material change
inception. Our operating       borrowing rate and the      in the estimates or assumptions
leases primarily consist of    expected lease term,        we use to calculate
retail store locations,        both of which impact        right-of-use assets and lease
distribution centers and       the determination of        liabilities. Given the
corporate office space. We     lease classification        significant operating lease
do not have any material       and the present value       assets and liabilities
leases, individually or in     of lease payments.          recorded, changes in the
the aggregate, classified as   Generally, our lease        estimates made by management or
a finance leasing              contracts do not            the underlying assumptions
arrangement.                   provide a readily           could have a material impact on
                               determinable implicit       our consolidated financial
Operating lease right-of-use   rate and, therefore, we     statements.
assets and liabilities are     use an estimated
recognized at commencement     incremental borrowing       Total undiscounted future
date based on the present      rate as of the lease        payments for lease liabilities
value of lease payments over   commencement date in        were $272.8 million at January
the lease term, net of lease   determining the present     28, 2023. If the incremental
incentives received and        value of lease              borrowing rate increased 10
initial direct costs paid.     payments. The estimated     basis points from the rate in
Our retail store leases are    incremental borrowing       effect at January 28, 2023, the
generally for an initial       rate reflects               lease liability balance would
period of 5-10 years, with     considerations such as      decrease by $0.3 million.
some of our international      market rates for our
leases structured to include   outstanding
renewal options at our         collateralized debt and
election. We include renewal   interpolations of rates
options that we are            for leases with terms
reasonably certain to          that differ from our
exercise in the measurement    outstanding debt.
our lease liabilities and
right-of-use assets.           Our lease terms include
                               option periods to
                               extend or terminate the
                               lease when it is
                               reasonably certain that
                               those options will be
                               exercised, which is
                               generally through an
                               initial period of 5-10
                               years.

Revenue Recognition

Revenue is recognized upon     Our revenue recognition     We have not made any material
purchase at our retail store   accounting methodology      changes in the accounting
locations. For our ecommerce   contains uncertainties      methodology used to measure
sales, revenue is recognized   because it requires         future sales returns or gift
upon shipment to the           management to make          card breakage in the past three
customer. Revenue is           assumptions regarding       fiscal years.
recorded net of sales          future sales returns
returns and deductions for     and the amount and          We do not believe there is a
promotions.                    timing of gift cards        reasonable likelihood that
Revenue is not recorded on     projected to be             there will be a material change
the sale of gift cards. We     redeemed by gift card       in the future estimates or
record the sale of gift        recipients. Our             assumptions we use to recognize
cards as a current liability   estimate of the amount      revenue. However, if actual
and recognize revenue when a   and timing of sales         results are not consistent with
customer redeems a gift        returns and gift cards      our estimates or assumptions,
card. Additionally, the        to be redeemed is based     we may be exposed to losses or
portion of gift cards that     primarily on historical     gains that could be material.
will not be redeemed ("gift    experience.
card breakage") is                                         Our sales return reserve has
recognized in proportion of                                decreased by $0.4 million in
the patterns used by the                                   fiscal 2022. A 10% increase in
customer based on our                                      our sales return reserve at
historical redemption                                      January 28, 2023 would have
patterns.                                                  decreased net income by $0.3
                                                           million in fiscal 2022.

                                                           Our gift card breakage reserve
                                                           has increased by $1.8 million
                                                           in fiscal 2022. A 1% increase
                                                           in the estimated gift card
                                                           redemption rate would have
                                                           decreased net income by $0.1
                                                           million in fiscal 2022.



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                                    Judgments and          Effect If Actual Results Differ
        Description                 Uncertainties                 From Assumptions

Accounting for Income Taxes

As part of the process of      Significant judgment is     Although management believes
preparing the consolidated     required in evaluating      that the income tax related
financial statements, income   our tax positions and       judgments and estimates are
taxes are estimated for each   determining our             reasonable, actual results
of the jurisdictions in        provision for income        could differ and we may be
which we operate. This         taxes. During the           exposed to losses or gains that
process involves estimating    ordinary course of          could be material.
actual current tax exposure    business, there are         At January 28, 2023 and January
together with assessing        many transactions and       29, 2022, we had valuation
temporary differences          calculations for which      allowances on our deferred tax
resulting from differing       the ultimate tax            assets of $12.8 million and
treatment of items for tax     determination is            $10.0 million,
and accounting purposes.       uncertain. For example,     respectively. Significant
These differences result in    our effective tax rates     changes in performance or
deferred tax assets and        could be adversely          estimated taxable income may
liabilities, which are         affected by earnings        result in a change in our
included on the consolidated   being lower than            assessment of the valuation
balance sheets. Valuation      anticipated in              allowance.
allowances are established     jurisdictions where we      Upon income tax audit, any
when necessary to reduce       have lower statutory        unfavorable tax settlement
deferred tax assets to the     rates and higher than       generally would require use of
amount expected to be          anticipated in              our cash and may result in an
realized.                      jurisdictions where we      increase in our effective
We regularly evaluate the      have higher statutory       income tax rate in the period
likelihood of realizing the    rates.                      of resolution. A favorable tax
benefit for income tax                                     settlement may be recognized as
positions we have taken in     The assessment of           a reduction in our effective
various federal, state and     whether we will realize     income tax rate in the period
foreign filings by             the value of our            of resolution.
considering all relevant       deferred tax assets
facts, circumstances and       requires estimates and
information available to us.   judgments related to
If we believe it is more       amount and timing of
likely than not that our       future taxable income.
position will be sustained,    Actual results may
we recognize a benefit at      differ from those
the largest amount that we     estimates.
believe is cumulatively
greater than 50% likely to     Additionally, changes
be realized.                   in the relevant tax,
                               accounting and other
                               laws, regulations,
                               principles and
                               interpretations may
                               adversely affect
                               financial results.

Accounting for Contingencies

We are subject to various      Significant judgment is     Although management believes
claims and contingencies       required in evaluating      that the contingency related
related to lawsuits,           our claims and              judgments and estimates are
insurance, regulatory and      contingencies,              reasonable, our accrual for
other matters arising out of   including determining       claims and contingencies could
the normal course of           the probability that a      fluctuate as additional
business. We accrue a          liability has been          information becomes known,
liability if the likelihood    incurred and whether        thereby creating variability in
of an adverse outcome is       such liability is           our results of operations from
probable and the amount is     reasonably                  period to period. Additionally,
estimable. If the likelihood   estimable. The              actual results could differ and
of an adverse outcome is       estimated accruals for      we may be exposed to losses or
only reasonably possible (as   claims and                  gains that could be material.
opposed to probable), or if    contingencies are made      See Note 11, "Commitments and
an estimate is not             based on the best           Contingencies," in the Notes to
determinable, we provide       information available,      the consolidated financial
disclosure of a material       which can be highly         statements found in Part IV
claim or contingency.          subjective.                 Item 15 of this Form 10-K.



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                                    Judgments and          Effect If Actual Results Differ
        Description                 Uncertainties                 From Assumptions

Goodwill and
Indefinite-lived Intangible
Assets

We assess goodwill and         The goodwill and            Based on the results of our
indefinite-lived intangible    indefinite-lived            annual impairment test for
assets for impairment on an    intangible assets           goodwill and indefinite-lived
annual basis or more           impairment tests            intangible assets, no
frequently if indicators of    require management to       impairment was recorded. All
impairment arise. We perform   make assumptions and        reporting units had a fair
this analysis at the           judgments.                  value in excess of the carrying
reporting unit level.                                      value. If actual results are
                               Our quantitative            not consistent with our
We have an option to first     goodwill analysis of        estimates or assumptions, or
perform a qualitative          fair value is               there are significant changes
assessment to determine        determined using a          in any of these estimates,
whether it is more likely      combination of the          projections and assumptions,
than not that the fair value   income and market           could have a material effect of
of a reporting unit is less    approaches. Key             the fair value of these assets
than its carrying amount. If   assumptions in the          in future measurement periods
we choose not to perform the   income approach include     and result in an impairment,
qualitative test or we         estimating future cash      which could materially affect
determine that it is more      flows, long-term growth     our results of operations.
likely than not that the       rates and weighted
fair value of the reporting    average cost of             A goodwill impairment analysis
unit is less than the          capital. Our ability to     was performed for each of our
carrying amount, we compare    realize the future cash     reporting units as of November
the carrying value of the      flows used in our fair      1, 2022. Based on this analysis
reporting unit to its          value calculations is       the implied fair value of each
estimated fair value, which    affected by factors         of our reporting units was in
is based on the perspective    such as changes in          excess of its carrying value. A
of a market-participant. If    economic conditions,        10% decrease in the estimated
the fair value of the          operating performance       fair value of the Blue Tomato
reporting unit is lower than   and our business            reporting unit based on a
the carrying value, an         strategies. Key             future cash flow valuation
impairment loss is recorded    assumptions in the          model, would not have resulted
for the amount in which the    market approach include     in a different conclusion.
carrying value exceeds the     identifying companies
estimated fair value.          and transactions with
                               comparable business
                               factors, such as
                               earnings growth,
                               profitability, business
                               and financial risk.

                               The fair value of the
                               trade names and
                               trademarks is
                               determined using the
                               relief from royalty
                               method, which requires
                               assumptions including
                               forecasting future
                               sales, discount rates
                               and royalty rates.





Recent Accounting Pronouncements

See Note 2, "Summary of Significant Accounting Policies," in the Notes to Consolidated Financial Statements found in Part IV Item 15 of this Form 10-K.



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