The following discussion summarizes the significant factors affecting the
consolidated operating results, financial condition, liquidity, and cash flows
of the Company as of the dates and for the periods presented below. The
following discussion and analysis should be read in conjunction with our Annual
Report on Form 10-K for the year ended February 1, 2020 and our unaudited
Consolidated Financial Statements and the related notes included in   Item 1
of this Quarterly Report on Form 10-Q ("Quarterly Report"). This discussion
contains forward-looking statements that are based on the beliefs of our
management, as well as assumptions made by, and information currently available
to, our management. Actual results could differ materially from those discussed
in or implied by forward-looking statements as a result of various factors. See
"  Forward-Looking Statements  ."
Our management's discussion and analysis of financial condition and results of
operations is presented in the following sections:
                                                          Page
  Overview                                                21
  COVID-19 Pandemic                                       21
  Financial Highlights                                    22
  Business Outlook                                        23
  How We Assess the Performance of Our Business           24
  Results of Operations                                   26
  Liquidity and Capital Resources                         29
  Contractual Obligations                                 30
  Critical Accounting Policies                            30




OVERVIEW


Express is a leading fashion brand for women and men. Since 1980, Express has
provided the latest apparel and accessories to help customers build a wardrobe
for every occasion, offering fashion and quality at an attractive value. The
Company operates 594 retail and factory outlet stores in the United States and
Puerto Rico, as well as an online destination.


COVID-19 PANDEMIC




In March 2020, the World Health Organization declared the novel strain of
coronavirus ("COVID-19") a global pandemic and recommended containment and
mitigation measures. In response to the pandemic, many states and localities in
which we operate have issued stay-at-home orders and other social distancing
measures. Effective March 17, 2020, we temporarily closed all of our retail and
factory outlet stores and offices, and as a result all store associates and a
number of home office employees were furloughed. As mandated shutdowns and
stay-at-home orders went into effect across the country, we experienced an
immediate reduction in sales levels compared to the prior year.

In response to the uncertainty of the circumstances described above, and in
accordance with the latest federal and state guidelines, we continue to
implement plans to adapt to changing circumstances arising from this pandemic
and have implemented the following actions to provide a safe and comfortable
environment for our associates and customers:

?Training associates on the new health and safety protocols
?Practicing proper social distancing, and providing contact-free customer
service and payment options
?Implementing enhanced cleaning and sanitizing procedures across all stores
?Designating a maximum capacity for each store
?Installing Plexiglas shields at all checkout counters
?Requiring all associates to wear face coverings
                     EXPRESS, INC. | Q1 2020 Form 10-Q | 21
--------------------------------------------------------------------------------
  Table of Contents
?Offering curbside pickup at Easton in Columbus, OH and Chicago, IL test
locations with a plan to expand to more stores
?Introducing enhanced buy online pick-up in stores ("BOPIS") customer experience
in select reopened stores, with plans to roll out to the entire store base by
the end of the third quarter

We are taking a phased approach with respect to store openings, with the pace
and staffing calibrated to mall traffic and consumer demand, and the overall
plan may be accelerated or modified based on updated guidance from local, state
and federal government officials or new measures to ensure associate and
customer safety. As of June 3, 2020, we have re-opened approximately 300 stores
in the U.S. We are continuously monitoring the performance of our stores to
ensure the locations are sustainable during the pandemic.

We have also enhanced our liquidity position through several actions. In March 2020, we accessed $165.0 million available to us under our Revolving Credit Facility. See Note 7 of our unaudited Consolidated Financial Statements included elsewhere in this Quarterly Report for more information.



To further improve our liquidity, we have also significantly reduced expenses,
capital expenditures and working capital; this included inventory reductions,
furloughing most store associates and a number of corporate associates while
stores were closed, suspending merit pay increases, and freezing hiring. See
"  Liquidity and Capital Resources  " included elsewhere in this Quarterly
Report for more information.

There can be no assurance as to the time required to fully recover operations
and sales to pre-pandemic levels. As we begin to re-open, we will work closely
with local authorities and our landlords, and comply with Centers for Disease
Control, state, and local guidelines during the process, including social
distancing and other safety restrictions and recommendations.

As we move through this transition, we expect to incur some labor inefficiencies
as we adjust to new protocols and operating models with a goal to remain as
efficient as possible while still offering safe and high quality service to our
communities. The further spread of COVID-19, and the requirements to take action
to help limit the spread of the illness, will impact our ability to carry out
our business as usual and may materially adversely impact global economic
conditions, our business, results of operations, cash flows and financial
condition. The extent of the impact of COVID-19 on our business and financial
results will depend on future developments, including the duration and spread of
the outbreak within the markets in which we operate, the related impact on
consumer confidence and spending, any disruptions in our supply chain, and the
effect of governmental regulations imposed in response to the pandemic, all of
which are highly uncertain and ever-changing. The sweeping nature of the
COVID-19 pandemic makes it extremely difficult to predict how our business and
operations will be affected in the long run. However, the likely overall
economic impact of the pandemic is viewed as highly negative to the general
economy. Any of the foregoing factors, or other cascading effects of the
COVID-19 pandemic, could materially increase our costs, negatively impact our
sales and damage our results of operations and liquidity, possibly to a
significant degree. The duration of any such impacts cannot be predicted with
certainty. Given the dynamic and unpredictable nature of this situation, we
cannot reasonably estimate with certainty the impacts of COVID-19 on our
financial condition, results of operations or cash flows in the future. We will
continue to monitor the rapidly evolving situation and guidance from domestic
authorities.

FINANCIAL HIGHLIGHTS FOR THE FIRST QUARTER 2020

?Net sales decreased 53% to $210.3 million

?Gross margin percentage decreased 4,910 basis points to (22.0)% ?Operating loss increased $133.7 million to a loss of $145.3 million ?Net loss increased $144.1 million to a loss of $154.1 million ?Diluted loss per share increased $2.26 to a loss of $2.41





As a result of the store closures due to COVID-19, we do not believe providing
comparable sales for the first quarter would be meaningful and therefore will
not report comparable sales for the first quarter of 2020.

                     EXPRESS, INC. | Q1 2020 Form 10-Q | 22
--------------------------------------------------------------------------------
  Table of Contents
The following charts show key performance metrics for the first quarter of 2020
compared to the first quarter of 2019.
[[Image Removed: expr-20200502_g1.jpg]] [[Image Removed: expr-20200502_g2.jpg]]
[[Image Removed: expr-20200502_g3.jpg]]  [[Image Removed: expr-20200502_g4.jpg]]
OUTLOOK & FIRST QUARTER UPDATE


As previously mentioned, COVID-19 led to the temporary closure of all Express
stores in mid-March through the remainder of the first quarter. These closures
and reduced consumer spending negatively impacted our first quarter results.
This occurred while we were in the early stages of a transformation. Our new
corporate strategy, the EXPRESSway Forward, had been set in motion, and while
much work was ahead of us, a great deal had been accomplished. We had completed
a comprehensive restructure of our organization, in order to better align our
teams with our objective. We had implemented a more streamlined and efficient
go-to-market process, established a new design & merchandising vision, called
Express Edit, and developed a new brand positioning to stake our claim to
territory our customers told us would be relevant and compelling to them. We had
also identified a total of $80.0 million dollars in cost savings opportunities
that we expect to achieve over a three year period. While we expect our results
to remain challenging in the near-term as a result of COVID-19, we believe that
by focusing on these foundational elements we have a significant opportunity to
improve the trend of the business and return the business to long term
profitable growth. The following defines each foundational element of the
EXPRESSway Forward:

?Product
?Brand
?Customer
?Execution

                     EXPRESS, INC. | Q1 2020 Form 10-Q | 23

--------------------------------------------------------------------------------
  Table of Contents
Product
We will put product first. The new product vision is called the Express Edit.
This vision is about standing for certain elements of fashion and style that we
know matter to our customers. This includes providing the customer with a
wardrobe that has the functionality to cover multiple needs and wearing
occasions. In the fourth quarter, we introduced new products that resonated with
our customers. We expect that implementation of this new product vision will
take some time and we will see incremental impact throughout the year.

Brand


We believe we have an opportunity to reinvigorate our brand. To accomplish this
we have clarified our new brand purpose: Creating Confidence and Inspiring Self
Expression. We have realized and accelerated this new brand positioning through
the launch of multiple content series under the heading hashtag ExpressTogether.
We believe this will allow us to capture the position in the market for a dual
fashion brand that helps customers dress for every day and any occasion.

Customer


We need to be more effective at engaging our customers and attracting new ones.
We are building strategies and developing tactics to communicate with customers
differently. We are using a marketing mix model tool to assess where we are
spending our marketing dollars and which channels deliver the best return on
investment. We are also using a multi-touch attribution tool to evaluate the
real-time performance of our in-market messages and track the customer's journey
to purchase, both online and offline. Going forward we plan to relaunch the
Express loyalty program and reissue the Express credit card.

Execution


We will execute with precision to accelerate sales and profitability. To this
end, we have completed the redesign of our go-to-market process and have begun
driving stronger cross functional alignment. The goal is to increase our speed
to market by 20-25%. In addition, we have been focused on inventory
optimization, which includes eliminating unproductive inventory and optimizing
the composition of our assortment. We are focused on improving the performance
of our brick and mortar stores by reducing time spent on non-selling activities
and improving conversion and other metrics through improved merchandise flow and
a better customer experience.

HOW WE ASSESS THE PERFORMANCE OF OUR BUSINESS

In assessing the performance of our business, we consider a variety of performance and financial measures. These key measures include net sales, comparable sales, cost of goods sold, buying and occupancy costs, gross (loss)/profit/gross margin, and selling, general, and administrative expenses. The following table describes and discusses these measures.


    Financial Measures                    Description                      

Discussion


Net Sales                  Revenue from the sale of merchandise,     Our 

business is seasonal, and we have


                           less returns and discounts, as well as    

historically realized a higher portion of


                           shipping and handling revenue related to  our 

net sales in the third and fourth


                           e-commerce, revenue from the rental of    

quarters, due primarily to the impact of


                           our LED sign in Times Square, gift card   the 

holiday season. Generally,


                           breakage, revenue earned from our private 

approximately 46% of our annual net sales


                           label credit card agreement, and revenue  occur 

in the Spring season (first and


                           earned from our franchise agreements.     second 

quarters) and 54% occur in the Fall


                                                                     season 

(third and fourth quarters). We


                                                                     expect 

this ratio to be higher in the Fall


                                                                     season 

in 2020 due to COVID-19.

EXPRESS, INC. | Q1 2020 Form 10-Q | 24

--------------------------------------------------------------------------------

Table of Contents


       Financial Measures                           Description                                       Discussion
Comparable Sales                 Comparable sales is a measure of the 

amount of Our business and our comparable sales are


                                 sales generated in a period relative to 

the subject, at certain times, to calendar shifts,


                                 amount of sales generated in the 

comparable prior which may occur during key selling periods close


                                 year period. As a result of the temporary 

store to holidays such as Easter, Thanksgiving, and


                                 closures due to COVID-19, we will not 

present Christmas, and regional fluctuations for events


                                 comparable sales for the first quarter of 2020.   such as sales tax holidays. We believe
                                                                                   comparable sales provides a useful measure for
                                                                                   investors by removing the impact of new stores
                                                                                   and closed stores. Management considers
                                                                                   comparable sales a useful measure in evaluating
                                                                                   continuing store performance.
Cost of goods sold, buying and   Includes the following:                    

Our cost of goods sold typically increases in occupancy costs

                  •Direct cost of purchased merchandise             higher volume quarters because the direct cost
                                 •Inventory shrink and other adjustments           of purchased merchandise is tied to sales.
                                 •Inbound and outbound freight
                                 •Merchandising, design, planning and

allocation, The primary drivers of the costs of individual


                                 and manufacturing/production costs         

goods are raw materials, labor in the countries


                                 •Occupancy costs related to store 

operations where our merchandise is sourced, and logistics


                                 (such as rent and common area maintenance,        costs associated with transporting our
                                 utilities, and depreciation on assets)            merchandise.
                                 •Logistics costs associated with our e-commerce
                                 business                                   

Buying and occupancy costs related to stores are


                                 •Impairments on long-lived assets and 

right of largely fixed and do not necessarily increase as


                                 use lease assets                                  volume increases.

                                                                                   Changes in the mix of products sold by type of
                                                                                   product or by channel may also impact our
                                                                                   overall cost of goods sold, buying and occupancy
                                                                                   costs.

Gross (Loss)/Profit/Gross Margin Gross (loss)/profit is net sales minus cost of Gross (loss)/profit/gross margin is impacted by


                                 goods sold, buying and occupancy costs. Gross     the price at which we are able to sell our
                                 margin measures gross (loss)/profit as a          merchandise and the cost of our product.
                                 percentage of net sales.
                                                                                   We review our inventory levels on an on-going
                                                                                   basis in order to identify slow-moving
                                                                                   merchandise and generally use markdowns to clear
                                                                                   such merchandise. The timing and level of
                                                                                   markdowns are driven primarily by seasonality
                                                                                   and customer acceptance of our merchandise and
                                                                                   have a direct effect on our gross margin.

                                                                                   Any marked down merchandise that is not sold is
                                                                                   marked-out-of-stock. We use third-party vendors
                                                                                   to dispose of this marked-out-of-stock
                                                                                   merchandise.
Selling, General, and            Includes operating costs not included in 

cost of With the exception of store payroll, certain Administrative Expenses goods sold, buying and occupancy costs such as: marketing expenses, and incentive compensation,


                                 •Payroll and other expenses related to 

operations selling, general, and administrative expenses


                                 at our corporate offices                          generally do not vary proportionally with net
                                 •Store expenses other than occupancy costs        sales. As a result, selling, general, and
                                 •Marketing expenses, including production,        administrative expenses as a percentage of net
                                 mailing, print, and digital advertising

costs, sales are usually higher in lower volume


                                 among other things                                quarters and lower in higher volume quarters.



                     EXPRESS, INC. | Q1 2020 Form 10-Q | 25

--------------------------------------------------------------------------------
  Table of Contents
RESULTS OF OPERATIONS


The First Quarter of 2020 compared to the First Quarter of 2019
Net Sales
                                                            Thirteen Weeks Ended
                                                        May 2, 2020      May 4, 2019
Net sales (in thousands)                               $  210,275       $  451,271

Gross square footage at end of period (in thousands) 5,045

5,349


Number of:
Stores open at beginning of period                            595              631
New retail stores                                               -                -
New outlet stores                                               -               15
Retail stores converted to outlets                              -              (15)
Closed stores                                                  (1)              (2)
Stores open at end of period                                  594              629


Net sales in the first quarter of 2020 decreased approximately $241.0 million
compared to the first quarter of 2019. The sales decrease is primarily
attributed to the temporary closure of all Express stores from mid-March through
the end of the first quarter of 2020.
Gross (Loss)/Profit
The following table shows cost of goods sold, buying and occupancy costs, gross
(loss)/profit in dollars, and gross margin percentage for the stated periods:

                                                                            

Thirteen Weeks Ended


                                                                            May 2, 2020             May 4, 2019
                                                                           (in thousands, except percentages)
Cost of goods sold, buying and occupancy costs                         $         256,482           $   328,768
Gross (loss)/profit                                                    $         (46,207)          $   122,503
Gross margin percentage                                                            (22.0)  %              27.1  %


The 4,910 basis point decrease in gross margin percentage, or gross
(loss)/profit as a percentage of net sales, in the first quarter of 2020
compared to the first quarter of 2019 was comprised of a decrease in merchandise
margin and an increase in buying and occupancy costs as a percentage of net
sales. The decrease in merchandise margin was primarily driven by increased
promotions as we shifted to a highly competitive online only environment while
our stores were temporarily closed as a result of COVID-19. In addition, we
recorded higher valuation reserves related to our inventory as well as higher
levels of reserves against certain fabric commitments. Buying and occupancy
costs deleveraged as a result of the reduction in sales and were also impacted
by $14.7 million due to an impairment charge of certain long-lived store related
assets and right of use assets. Refer to   Note 4   in our unaudited
Consolidated Financial Statements included elsewhere in this Quarterly Report
for further discussion regarding the impairment charges for the thirteen weeks
ended May 2, 2020.
                     EXPRESS, INC. | Q1 2020 Form 10-Q | 26
--------------------------------------------------------------------------------
  Table of Contents
Selling, General, and Administrative Expenses
The following table shows selling, general, and administrative expenses in
dollars and as a percentage of net sales for the stated periods:

                                                                            

Thirteen Weeks Ended


                                                                            May 2, 2020             May 4, 2019
                                                                           (in thousands, except percentages)
Selling, general, and administrative expenses                           $         99,165           $   135,367

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

                                                                               47.2   %              30.0  %


The $36.2 million decrease in selling, general, and administrative expenses in
the first quarter of 2020 as compared to the first quarter of 2019 was the
result of the previously announced cost savings from the corporate
restructuring, the mitigation actions we took in response to COVID-19, and the
reduction of certain variable costs associated with operations.
Other Expense, Net
The following table shows other expense in dollars for the stated periods:

                                Thirteen Weeks Ended
                       May 2, 2020                May 4, 2019
                                   (in thousands)
Other expense, net   $      2,733                $       -


The $2.7 million increase in other expense in the first quarter of 2020 as
compared to the first quarter of 2019 was the result of a pretax write-off of
our 2016 investment in Homage. Refer to   Note 10   in our unaudited
Consolidated Financial Statements included elsewhere in this Quarterly Report
for further discussion regarding the write-off during the thirteen weeks ended
May 2, 2020.
Income Tax Expense/(Benefit)
The following table shows income tax expense/(benefit) in dollars for the stated
periods:

                                       Thirteen Weeks Ended
                                May 2, 2020            May 4, 2019
                                          (in thousands)
Income tax expense/(benefit)   $    5,982             $     (908)


The effective tax rate was (4.0)% for the thirteen weeks ended May 2, 2020
compared to 8.4% for the thirteen weeks ended May 4, 2019. The effective tax
rate for the thirteen weeks ended May 2, 2020 reflects the impact of
establishing a valuation allowance against the Company's net deferred tax
assets, which includes $54.3 million of discrete tax expense from a valuation
allowance on previously recognized deferred tax assets and $6.8 million
valuation allowance on 2020 U.S. state taxes and other tax credits. This tax
expense was partially offset by a $19.5 million tax benefit related to the CARES
Act, which includes the benefit for the portion of the estimated 2019 and 2020
U.S. Federal net operating losses that are able to be carried back to offset
taxable income in the five-year carryback period. The effective tax rate for the
thirteen weeks ended May 4, 2019 reflects a tax benefit from a pre-tax loss
offset by $1.4 million of discrete tax expense related to a tax shortfall for
share-based compensation. The effective tax rate, excluding discrete items, was
33.2% and 22.1% for the thirteen weeks ended May 2, 2020 and May 4, 2019,
respectively. The effective tax rate, excluding discrete items, is higher for
the current year due to the ability to carryback current year net operating
losses allowed under the CARES Act to tax years with higher statutory tax rates.

Operating Loss, Net Loss and Diluted Earnings Per Share
Included in the table below is operating loss, net loss and diluted earnings per
share for the thirteen weeks ended May 2, 2020 and May 4, 2019, respectively. We
supplement the reporting of our financial information determined
                     EXPRESS, INC. | Q1 2020 Form 10-Q | 27
--------------------------------------------------------------------------------
  Table of Contents
under United States generally accepted accounting principles ("GAAP") with
certain non-GAAP financial measures: adjusted operating loss, adjusted net loss,
and adjusted diluted earnings per share. The following table presents these
financial measures, each a non-GAAP financial measure, for the stated periods
which eliminate certain non-core operating costs:

                                                                      Thirteen Weeks Ended
                                                            May 2, 2020            May 4, 2019
                                                            (in thousands, except per share amounts)
Operating loss                                           $    (145,279)          $     (11,554)
Adjusted operating loss (Non-GAAP)                       $    (130,601)          $     (11,554)     *
Net loss                                                 $    (154,050)          $      (9,934)
Adjusted net loss (Non-GAAP)                             $     (99,424)          $      (9,934)     *
Diluted earnings per share                               $       (2.41)          $       (0.15)
Adjusted diluted earnings per share (Non-GAAP)           $       (1.55)

$ (0.15) *

* No adjustments were made to operating loss, net loss or diluted earnings per share for the thirteen weeks ended May 4, 2019.



We believe that these non-GAAP measures provide additional useful information to
assist stockholders in understanding our financial results and assessing our
prospects for future performance. Management believes adjusted operating loss,
adjusted net loss, and adjusted diluted earnings per share are important
indicators of our business performance because they exclude items that may not
be indicative of, or are unrelated to, our underlying operating results, and
provide a better baseline for analyzing trends in our business. In addition,
adjusted diluted earnings per share is used as a performance measure in our
long-term executive compensation program for purposes of determining the number
of equity awards that are ultimately earned, and adjusted operating loss is a
metric used in our short-term cash incentive compensation plan. Because non-GAAP
financial measures are not standardized, it may not be possible to compare these
financial measures with other companies' non-GAAP financial measures having the
same or similar names. These adjusted financial measures should not be
considered in isolation or as a substitute for reported operating loss, net loss
or diluted earnings per share. These non-GAAP financial measures reflect an
additional way of viewing our operations that, when viewed with the GAAP results
and the below reconciliations to the corresponding GAAP financial measures,
provide a more complete understanding of our business. Management strongly
encourages investors and stockholders to review our financial statements and
publicly-filed reports in their entirety and not to rely on any single financial
measure.
The following table reconciles the non-GAAP financial measures, adjusted
operating loss, adjusted net loss, and adjusted diluted earnings per share, with
the most directly comparable GAAP financial measures, operating loss, net loss,
and diluted earnings per share for the thirteen weeks ended May 2, 2020.

                                                                            

Thirteen Weeks Ended May 2, 2020


                                                                                                                                   Weighted Average
(in thousands, except per share                                   Income Tax                              Diluted Earnings          Diluted Shares
amounts)                                Operating Loss              Impact              Net Loss             per Share                Outstanding
Reported GAAP Measure                  $     (145,279)                                $ (154,050)         $    (2.41)                        64,030
Impairment of property, equipment and
lease assets                                   14,678                 (3,856)             10,822                0.17
Equity method investment impairment
(a)                                                 -                   (642)              2,091                0.03
Valuation allowance on deferred taxes
(b)                                                                   61,075              61,075                0.95
Tax impact of the CARES Act (c)                                      (19,473)            (19,473)              (0.30)
Tax impact of executive departures (d)              -                    111                 111                   -
Adjusted Non-GAAP Measure              $     (130,601)                                $  (99,424)         $    (1.55)



a.Impairment before tax was $2.7 million and was recorded in Other Expense, net
b.Valuation allowance provided against incurred and potential 2020 losses and
previously recognized deferred tax assets, less net operating losses utilized
within CARES Act
c.The Company recognized an income tax benefit of $19.5 million primarily due to
a net operating loss carryback under the enacted CARES Act.
d.Represents the tax impact related to the expiration of former executive
non-qualified stock options.
                     EXPRESS, INC. | Q1 2020 Form 10-Q | 28
--------------------------------------------------------------------------------
  Table of Contents
LIQUIDITY AND CAPITAL RESOURCES


COVID-19 Pandemic As previously announced, we took a number of actions to maintain liquidity throughout the COVID-19 pandemic, which are as follows:



?Accessed $165.0 million from our $250.0 million asset based credit facility
?Cut second quarter inventory receipts by over $100.0 million
?Identified cost savings of approximately $75.0 million dollars to be realized
in 2020, including the impact from our previously announced COVID-19 mitigation
actions, and a decrease in our variable costs as a result of the decline in
sales
?Lowered expected annual capital expenditures by approximately $25.0 million
?Anticipated cash benefits in 2020 from the CARES Act of approximately $20.0
million, including the expanded operating loss carry back, employer payroll tax
credit and deferral provisions. Additional significant cash benefits from the
CARES Act are also expected to be realized in 2021.

The total liquidity benefits from these actions in 2020 are expected to be
approximately $385.0 million, of which $195.0 million was realized in the first
quarter of 2020. These benefits are incremental to the previously announced cost
savings associated with the EXPRESSway Forward strategy.

Forward-Looking Liquidity Discussion
Our liquidity position benefits from the fact that we generally collect cash
from sales to customers the same day or, in the case of credit or debit card
transactions, within three to five days of the related sale, and we have up to
75 days to pay certain merchandise vendors and 45 days to pay the majority of
our non-merchandise vendors.

We believe our existing cash and cash generated from future operations combined
with the actions we have taken in response to COVID-19 will be sufficient to
fund our operating lease obligations, capital expenditures and working capital
needs for at least the next 12 months and the foreseeable future.

Analysis of Cash Flows
A summary of cash provided by or used in operating, investing, and financing
activities is shown in the following table:

                                                         Thirteen Weeks Ended
                                                     May 2, 2020      May 4, 2019
                                                            (in thousands)
Used in operating activities                        $ (131,238)      $  (16,945)
Used in investing activities                            (4,176)          (4,078)
Provided by (used in) financing activities             164,460           

(6,414)

Increase (decrease) in cash and cash equivalents 29,046 (27,437) Cash and cash equivalents at end of period $ 236,185 $ 144,233




Operating Activities
Our business relies on cash flows from operations as our primary source of
liquidity, with the majority of those cash flows being generated in the fourth
quarter of the year. Our primary operating cash needs are for merchandise
inventories, payroll, store rent and marketing. For the thirteen weeks ended May
2, 2020, our cash flows used in operating activities were $131.2 million
compared to $16.9 million used in operating activities for the thirteen weeks
ended May 4, 2019. This $114.3 million decrease in cash flows from operating
activities for the thirteen weeks
                     EXPRESS, INC. | Q1 2020 Form 10-Q | 29
--------------------------------------------------------------------------------
  Table of Contents
ended May 2, 2020 was primarily driven by the temporary closure of our stores as
a result of COVID-19. Also, as a result of COVID-19, we did not make our store
rent payments for April, May or June 2020.
Investing Activities
We also use cash for capital expenditures and financing transactions. For the
thirteen weeks ended May 2, 2020, we had capital expenditures of approximately
$4.2 million. These relate primarily to new and remodeled store construction and
fixtures and investments in information technology. We expect capital
expenditures for the remainder of 2020 to be approximately $16.0 million to
$20.0 million, primarily driven by new and remodeled store construction and
investments in information technology. These capital expenditures do not include
the impact of landlord allowances, which are expected to be approximately $2.0
million for the remainder of 2020.
Financing Activities
On March 17, 2020, we provided notice to the lenders under our Revolving Credit
Facility of our request to borrow $165.0 million in order to strengthen our
liquidity position and preserve financial flexibility in response to the
COVID-19 outbreak that led to the temporary closure of all of our Express and
Express Factory Outlet stores. As of May 2, 2020, amounts outstanding under our
Revolving Credit Facility were $165.0 million, which is classified as long-term
debt on the unaudited Consolidated Balance Sheet and approximately $67.8 million
was available for borrowing under the Revolving Credit Facility subject to
certain borrowing base limitations and after outstanding letters of credit in
the amount of $17.2 million, primarily related to our third party logistics
contract. Refer to   Note 7   to our unaudited Consolidated Financial Statements
included elsewhere in this Quarterly Report for additional information on our
Revolving Credit Facility.
On November 28, 2017, the Board approved a share repurchase program that
authorizes us to repurchase up to $150.0 million of our outstanding common stock
using available cash. During the thirteen weeks ended May 2, 2020, we did not
repurchase shares under the stock repurchase program. During the thirteen weeks
ended May 4, 2019, we repurchased 0.9 million shares under the share repurchase
program for an aggregate amount equal to $4.9 million, including commissions. As
of May 2, 2020, we had approximately $34.2 million remaining under the share
repurchase program.

CONTRACTUAL OBLIGATIONS


Our contractual obligations and other commercial commitments did not change
materially between February 1, 2020 and May 2, 2020, except for the borrowing of
the $165.0 million under our Revolving Credit Facility. Refer to   Note 7   to
our unaudited Consolidated Financial Statements included elsewhere in this
Quarterly Report for additional information on our Revolving Credit Facility.
For additional information regarding our contractual obligations as of
February 1, 2020, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in our Annual Report on Form 10-K for the
year ended February 1, 2020.

CRITICAL ACCOUNTING POLICIES


Management has determined that our most critical accounting policies are those
related to revenue recognition, merchandise inventory valuation, long-lived
asset valuation, claims and contingencies, and income taxes. We continue to
monitor our accounting policies to ensure proper application of current rules
and regulations. There have been no significant changes to the policies
discussed in our Annual Report on Form 10-K for the year ended February 1, 2020.

© Edgar Online, source Glimpses