The following discussion and analysis is intended to provide the reader with
information that will assist in understanding the significant factors affecting
our consolidated operating results, financial condition, liquidity, and capital
resources during the 13-week and 39-week periods ended October 29, 2022 and
October 30, 2021. For a comparison of our results of operations for the 52-week
periods ended January 29, 2022 and January 30, 2021, see "Part II, Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" of our Annual Report on Form 10-K for the fiscal year ended January
29, 2022, filed with the SEC on March 25, 2022. This discussion should be read
with our consolidated financial statements and related notes included elsewhere
in this Quarterly Report on Form 10-Q.

Forward-Looking Statements



Except for historical information contained herein, certain statements in this
Quarterly Report on Form 10-Q constitute forward-looking statements that are
subject to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements deal with potential future
circumstances and developments and are, accordingly, forward-looking in nature.
You are cautioned that such forward-looking statements, which may be identified
by words such as "anticipate," "believe," "expect," "estimate," "intend,"
"plan," "seek," "may," "could," "strategy," and similar expressions, involve
known and unknown risks and uncertainties, which may cause our actual results to
differ materially from forecasted results. Those risks and uncertainties
include, among other things, risks associated with the Company's liquidity
including cash flows from operations and the amount of borrowings under the
secured revolving credit facility, the Company's actual and anticipated progress
towards its short-term and long-term objectives including its brand
transformation strategy, the timing of normalized macroeconomic conditions from
the impacts of global geopolitical unrest and the COVID-19 pandemic on the
Company's revenues, inventory and supply chain, the continuing consumer impact
of inflation and countermeasures, including raising interest rates, the
effectiveness of the Company's marketing campaigns, risks related to changes in
U.S. policy related to imported merchandise, particularly with regard to the
impact of tariffs on goods imported from China and strategies undertaken to
mitigate such impact, the Company's ability to retain its senior management
team, continued volatility in the price of the Company's common stock, the
competitive environment in the home décor industry in general and in our
specific market areas, inflation, fluctuations in cost and availability of
inventory, increased transportation costs and potential interruptions in supply
chain, distribution systems and delivery network, including our e-commerce
systems and channels, the ability to control employment and other operating
costs, availability of suitable retail locations and other growth opportunities,
disruptions in information technology systems including the potential for
security breaches of our information or our customers' information, seasonal
fluctuations in consumer spending, and economic conditions in general. Those and
other risks are more fully described in our filings with the Securities and
Exchange Commission, including the Company's Annual Report on Form 10-K filed on
March 25, 2022 and subsequent reports. Forward-looking statements included in
this Quarterly Report on Form 10-Q are made as of the date hereof. Any changes
in assumptions or factors on which such statements are based could produce
materially different results. Except as required by law, we disclaim any
obligation to update any such factors or to publicly announce results of any
revisions to any of the forward-looking statements contained herein to reflect
future events or developments.

Overview



We are a specialty retailer of home furnishings in the United States. As of
October 29, 2022, we operated a total of 356 stores in 35 states, as well as an
e-commerce website, www.kirklands.com, under the Kirkland's Home brand. We
provide our customers with an engaging shopping experience characterized by a
curated, affordable selection of home furnishings along with inspirational
design ideas. This combination of quality and stylish merchandise, value pricing
and a stimulating online and store experience allows our customers to furnish
their home at a great value.

Macroeconomic Conditions

Economic disruption, inflation, uncertainty, volatility and the COVID-19
pandemic have affected the Company's business operations. We continue to closely
monitor the impact of these macroeconomic conditions on all facets of our
business, which includes the impact on our employees, customers, suppliers,
vendors, business partners and supply chain networks. While the duration and
extent of these conditions and their impact on the global economy remains
uncertain, we expect that our business operations and results of operations,
including our net sales, earnings and cash flows will continue to be materially
impacted.

There are numerous uncertainties surrounding macroeconomic conditions and their
impact on the economy and our business, as further described in "Item 1A. Risk
Factors" of our 2021 Annual Report on Form 10-K for the fiscal year ended
January 29, 2022, which

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makes it difficult to predict the impact on our business, financial position, or results of operations in fiscal 2022 and beyond. We cannot predict these uncertainties, or the corresponding impacts on our business, at this time.

Key Financial Measures



Net sales and gross profit are the most significant drivers of our operating
performance. Net sales consists of all merchandise sales to customers, net of
returns, shipping revenue associated with e-commerce sales, gift card breakage
revenue, revenue earned from our private label credit card program and excludes
sales taxes. Gross profit is the difference between net sales and cost of sales.
Cost of sales has various distinct components, including: merchandise cost
(including product cost, inbound freight expense, inventory shrink and damages),
store occupancy costs, outbound freight costs (including both store and
e-commerce shipping expenses), central distribution costs and depreciation of
store and distribution center assets. Product and outbound freight costs are
variable, while occupancy and central distribution costs are largely fixed.
Accordingly, gross profit expressed as a percentage of net sales can be
influenced by many factors including overall sales performance.

We use comparable sales to measure sales increases and decreases from stores
that have been open for at least 13 full fiscal months, including our online
sales. We remove closed stores from our comparable sales calculation the day
after the stores close. Relocated stores remain in our comparable sales
calculation. E-commerce sales, including shipping revenue, are included in
comparable sales. Increases in comparable sales are an important factor in
maintaining or increasing our profitability.

Operating expenses, including the costs of operating our stores and corporate
headquarters, are also an important component of our operating performance.
Compensation and benefits comprise the majority of our operating expenses.
Operating expenses contain fixed and variable costs, and managing the operating
expense ratio (operating expenses expressed as a percentage of net sales) is an
important focus of management as we seek to increase our overall profitability.
Operating expenses include cash costs as well as non-cash costs, such as
depreciation and amortization associated with omni-channel technology, corporate
property and equipment, and impairment of long-lived assets. Because many
operating expenses are fixed costs, and because operating costs tend to rise
over time, increases in comparable sales typically are necessary to prevent
meaningful increases in the operating expense ratio. Operating expenses can also
include certain costs that are of a one-time or non-recurring nature. While
these costs must be considered to fully understand our operating performance, we
typically identify such costs separately where significant in the consolidated
statements of operations so that we can evaluate comparable expense data across
different periods.

Stores

The following table summarizes our store openings and closings during the periods indicated:



                                                 13-Week Period Ended                            39-Week Period Ended
                                       October 29, 2022        October 30, 2021       October 29, 2022           October 30, 2021
New store openings                                     1                       -                      1                          2
Permanent store closures                               1                       -                      6                          6
Store relocations                                      -                       1                      -                          2
Decrease in store units                              0.0 %                   0.0 %                 (1.4 )%                    (1.1 )%



The following table summarizes our open stores and square footage under lease as
of the dates indicated:

                                    October 29, 2022       October 30, 2021
Number of stores                                  356                    369
Square footage                              2,855,146              2,956,731
Average square footage per store                8,020                  8,013





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13-Week Period Ended October 29, 2022 Compared to the 13-Week Period Ended October 30, 2021

Results of operations. The table below sets forth selected results of our operations both in dollars (in thousands) and as a percentage of net sales for the periods indicated:


                                                 13-Week Period Ended
                                      October 29, 2022           October 30, 2021                Change
                                       $            %              $            %            $            %
Net sales                          $ 130,962        100.0 %    $ 143,630       100.0 %   $ (12,668 )       (8.8 )%
Cost of sales                         98,275         75.0         93,817        65.3         4,458          4.8
Gross profit                          32,687         25.0         49,813        34.7       (17,126 )      (34.4 )
Operating expenses:
Compensation and benefits             20,794         15.9         19,549        13.6         1,245          6.4
Other operating expenses              16,976         13.0         19,589        13.6        (2,613 )      (13.3 )
Depreciation (exclusive of
depreciation
included in cost of sales)             1,577          1.2          1,655         1.2           (78 )       (4.7 )
Total operating expenses              39,347         30.1         40,793        28.4        (1,446 )       (3.5 )
Operating (loss) income               (6,660 )       (5.1 )        9,020         6.3       (15,680 )     (173.8 )
Interest expense                         704          0.6             79         0.1           625        791.1
Other income                             (80 )       (0.1 )          (88 )      (0.1 )           8         (9.1 )
(Loss) income before income
taxes                                 (7,284 )       (5.6 )        9,029         6.3       (16,313 )     (180.7 )
Income tax expense                        57          0.0          1,800         1.3        (1,743 )      (96.8 )
Net (loss) income                  $  (7,341 )       (5.6 )%   $   7,229         5.0 %   $ (14,570 )     (201.5 )%



Net sales. Net sales decreased 8.8% to $131.0 million for the third 13 weeks of
fiscal 2022 compared to $143.6 million for the prior year period. Comparable
sales, including e-commerce sales, decreased 7.0%, or $9.8 million, for the
third 13 weeks of fiscal 2022 compared to the prior year period. Comparable
sales, including e-commerce sales, decreased 0.7% in the prior year period. For
the third 13 weeks of fiscal 2022, e-commerce comparable sales decreased 8.6%
compared to the prior year period. The decreases in comparable sales are driven
by lower traffic and conversion, partially offset by an increase in average
ticket.

Gross profit. Gross profit as a percentage of net sales decreased 970 basis
points from 34.7% in the third 13 weeks of fiscal 2021 to 25.0% in the third 13
weeks of fiscal 2022. The overall decrease in gross profit margin was due to
unfavorable merchandise margin, distribution center costs, store occupancy costs
and outbound freight costs, partially offset by favorable depreciation expense.
Merchandise margin decreased approximately 480 basis points from 57.7% in the
third 13 weeks of fiscal 2021 to 52.9% in the third 13 weeks of fiscal 2022,
mainly due to heavier discounting associated with our efforts to reduce
inventory levels and higher inbound freight rates. Distribution center costs
increased approximately 290 basis points to 7.2% of net sales due to operational
inefficiencies in our distribution centers resulting from elevated inventory
levels and uneven product flows. Store occupancy costs increased approximately
130 basis points to 10.8% of net sales due to the sales deleverage on these
fixed costs. Outbound freight costs, including both store and e-commerce
shipping expenses, increased approximately 110 basis points to 8.0% of net sales
due to additional routes deployed to move more product due to elevated inventory
levels and increased shipping rates and fuel costs. Depreciation of store and
distribution center assets decreased approximately 40 basis points to 1.9% of
net sales in the third 13 weeks of fiscal 2022.

Compensation and benefits. Compensation and benefits as a percentage of net
sales increased approximately 230 basis points from 13.6% in the third 13 weeks
of fiscal 2021 to 15.9% in the third 13 weeks of fiscal 2022 primarily due to
sales deleverage and increased corporate and store salaries expense mainly due
to favorable adjustments in the prior year period.

Other operating expenses. Other operating expenses as a percentage of net sales
decreased approximately 60 basis points from 13.6% in the third 13 weeks of
fiscal 2021 to 13.0% in the third 13 weeks of fiscal 2022. The decrease as a
percentage of net sales was

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primarily related to a reduction in advertising expenses, partially offset by
increased insurance expenses due to favorable insurance claims adjustments in
the prior year period.

Income tax expense. We recorded income tax expense of approximately $57,000, or
0.8% of the loss before income taxes, during the third 13 weeks of fiscal 2022,
compared to an income tax expense of approximately $1.8 million or 19.9% of
income before income taxes, during the prior year period. The change in the tax
rate for the third 13 weeks of fiscal 2022 compared to the prior period was
primarily due to the federal net operating loss carryforward now projected by
the Company for fiscal 2022, which is fully offset by a valuation allowance.

Net (loss) income and (loss) earnings per share. We reported net loss of $7.3
million, or $0.58 per diluted share, for the third 13 weeks of fiscal 2022 as
compared to net income of $7.2 million, or $0.51 per diluted share, for the
third 13 weeks of fiscal 2021.


39-Week Period Ended October 29, 2022 Compared to the 39-Week Period Ended October 30, 2021

Results of operations. The table below sets forth selected results of our operations both in dollars (in thousands) and as a percentage of net sales for the periods indicated:


                                                39-Week Period Ended
                                     October 29, 2022           October 30, 2021                Change
                                      $            %              $            %            $            %
Net sales                         $ 336,348        100.0 %    $ 381,989       100.0 %   $ (45,641 )      (11.9 )%
Cost of sales                       256,844         76.4        252,223        66.0         4,621          1.8
Gross profit                         79,504         23.6        129,766        34.0       (50,262 )      (38.7 )
Operating expenses:
Compensation and benefits            63,193         18.8         60,326        15.8         2,867          4.8
Other operating expenses             50,996         15.2         53,245        13.9        (2,249 )       (4.2 )
Depreciation (exclusive of
depreciation
included in cost of sales)            4,870          1.4          4,898         1.3           (28 )       (0.6 )
Total operating expenses            119,059         35.4        118,469        31.0           590          0.5
Operating (loss) income             (39,555 )      (11.8 )       11,297         3.0       (50,852 )     (450.1 )
Interest expense                      1,226          0.4            240         0.1           986        410.8
Other income                           (235 )       (0.1 )         (243 )      (0.1 )           8         (3.3 )
(Loss) Income before income
taxes                               (40,546 )      (12.1 )       11,300         3.0       (51,846 )     (458.8 )
Income tax expense (benefit)            355          0.1          1,726         0.5        (1,371 )      (79.4 )
Net income (loss)                 $ (40,901 )      (12.2 )%   $   9,574         2.5 %   $ (50,475 )     (527.2 )%




Net sales. Net sales decreased 11.9% to $336.3 million for the first 39 weeks of
fiscal 2022 compared to $382.0 million for the prior year period. Comparable
sales, including e-commerce sales, decreased 10.4%, or $38.5 million for the
first 39 weeks of fiscal 2022 compared to the prior year period. Comparable
sales, including e-commerce sales, increased 13.7% in the prior year period. For
the first 39 weeks of fiscal 2022, e-commerce comparable sales decreased 14.0%.
The decreases in comparable sales is primarily due to a decrease in traffic and
conversion in stores and online, partially offset by an increase in average
ticket.

Gross profit. Gross profit as a percentage of net sales decreased 1,040 basis
points from 34.0% in the first 39 weeks of fiscal 2021 to 23.6% in the first 39
weeks of fiscal 2022. The overall decrease in gross profit margin was due to
unfavorable merchandise margin, store occupancy costs, distribution center costs
and outbound freight costs, partially offset by favorable depreciation expense.
Merchandise margin decreased approximately 600 basis points from 58.1% in the
first 39 weeks of fiscal 2021 to 52.1% in the first 39 weeks of fiscal 2022
mainly due to the impact of discounting product to drive sales and move through
inventory, as well as increased incremental inbound freight costs. Store
occupancy costs increased approximately 190 basis points to 12.5% of net sales
due to the sales deleverage on these fixed costs. Distribution center costs
increased approximately 180 basis points to 5.7% of net sales due to higher
temporary labor costs and operational inefficiencies from elevated inventory
levels and implementation of a new warehouse management system. Outbound freight
costs, including both store and e-commerce shipping expenses, increased
approximately 110 basis points to 7.8% of net sales primarily due to rate and
fuel inflation and additional routes deployed to move more product. Depreciation
of store and distribution center assets decreased approximately 40 basis points
to 2.4% of net sales in the first 39 weeks of fiscal 2022.

Compensation and benefits. Compensation and benefits as a percentage of net
sales increased approximately 300 basis points from 15.8% in the first 39 weeks
of fiscal 2021 to 18.8% in the first 39 weeks of fiscal 2022 primarily due to
the deleverage of higher store

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and corporate payroll expenses due to wage increases, along with higher employee benefits expenses, partially offset by lower corporate bonus expenses.



Other operating expenses. Other operating expenses as a percentage of net sales
increased approximately 130 basis points from 13.9% in the first 39 weeks of
fiscal 2021 to 15.2% for the first 39 weeks of fiscal 2022. The increase as a
percentage of net sales was primarily related to the decline in net sales, along
with increased insurance expenses due to favorable claims adjustments in the
prior year period, partially offset by reduced advertising expenses.

Income tax expense (benefit). We recorded income tax expense of approximately
$355,000, or 0.9% of the loss before income taxes, during the first 39 weeks of
fiscal 2022 compared to income tax expense of $1.7 million, or 15.3% of income
before income taxes, during the prior year period. Income taxes for the 39-week
periods ended October 29, 2022 were minimal due to valuation allowances against
deferred tax assets.

Net (loss) income and (loss) earnings per share. We reported net loss of $40.9
million, or a loss of $3.22 per diluted share, for the first 39 weeks of fiscal
2022 as compared to net income of $9.6 million, or earnings of $0.64 per diluted
share, for the first 39 weeks of fiscal 2021.

Non-GAAP Financial Measures



To supplement our unaudited consolidated condensed financial statements
presented in accordance with GAAP, we provide certain non-GAAP financial
measures, including EBITDA, adjusted EBITDA, adjusted operating (loss) income,
adjusted net (loss) income and adjusted diluted (loss) earnings per share. These
measures are not in accordance with, and are not intended as alternatives to,
GAAP financial measures. We use these non-GAAP financial measures internally in
analyzing our financial results and believe that they provide useful information
to analysts and investors, as a supplement to GAAP financial measures, in
evaluating our operational performance.

We define EBITDA as net income or loss before interest, provision for income
tax, and depreciation and amortization, adjusted EBITDA as EBITDA with non-GAAP
adjustments and adjusted operating (loss) income as operating (loss) income with
non-GAAP adjustments. We define adjusted net (loss) income and adjusted diluted
(loss) earnings per share by adjusting the applicable GAAP financial measures
for non-GAAP adjustments.

Non-GAAP financial measures are intended to provide additional information only
and do not have any standard meanings prescribed by GAAP. Use of these terms may
differ from similar measures reported by other companies. Each non-GAAP
financial measure has its limitations as an analytical tool, and you should not
consider them in isolation or as a substitute for analysis of our results as
reported under GAAP.


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The following table shows a reconciliation of operating (loss) income to EBITDA,
adjusted EBITDA and adjusted operating (loss) income for the 13-week and 39-week
periods ended October 29, 2022 and October 30, 2021 and a reconciliation of net
(loss) income and diluted (loss) earnings per share to adjusted net (loss)
income and adjusted diluted (loss) earnings per share for the 13-week and
39-week periods ended October 29, 2022 and October 30, 2021:

                                               13-Week Period Ended         

39-Week Period Ended

October 29,       October 30,    

October 29, October 30,


                                               2022             2021            2022            2021
Operating (loss) income                    $     (6,660 )    $     9,020     $   (39,555 )   $    11,297
Depreciation and amortization                     4,088            5,049          12,925          15,535
EBITDA                                           (2,572 )         14,069         (26,630 )        26,832
Non-GAAP adjustments:
Closed store and lease termination costs
in cost of sales(1)                                   -             (126 )            46          (1,632 )
Asset impairment(2)                                 219              444             447             754
Stock-based compensation expense(3)                 295              438           1,460           1,321
Severance charges(4)                                397                2             776             293
Total adjustments in operating expenses             911              884           2,683           2,368
Total non-GAAP adjustments                          911              758           2,729             736
Adjusted EBITDA                                  (1,661 )         14,827         (23,901 )        27,568
Depreciation and amortization                     4,088            5,049          12,925          15,535
Adjusted operating (loss) income           $     (5,749 )    $     9,778

$ (36,826 ) $ 12,033



Net (loss) income                          $     (7,341 )    $     7,229     $   (40,901 )   $     9,574
Non-GAAP adjustments, net of tax:
Closed store and lease termination costs
in cost of sales(1)                                   -              (90 )            35          (1,229 )
Asset impairment(2)                                 167              334             344             568
Stock-based compensation expense,
including tax impact(3)                             183              277             531             427
Severance charges(4)                                305                -             598             220
Total adjustments in operating expenses             655              611           1,473           1,215
Tax valuation allowance(5)                        1,843             (409 )        10,150            (519 )
Total non-GAAP adjustments, net of tax            2,498              112          11,658            (533 )
Adjusted net (loss) income                 $     (4,843 )    $     7,341

$ (29,243 ) $ 9,041

Diluted (loss) earnings per share $ (0.58 ) $ 0.51

  $     (3.22 )   $      0.64
Adjusted diluted (loss) earnings per
share                                      $      (0.38 )    $      0.51

$ (2.31 ) $ 0.60



Diluted weighted average shares
outstanding                                      12,754           14,268          12,686          14,953



(1)
Costs associated with asset disposals, closed stores and lease termination costs
and any gains on lease terminations.
(2)
Asset impairment charges are related to property and equipment.
(3)
Stock-based compensation expense includes amounts expensed related to equity
incentive plans.
(4)
Severance charges include expenses related to severance agreements and permanent
store closure compensation costs.
(5)
To remove the impact of the change in our valuation allowance against deferred
tax assets in order to present adjusted results with a normalized tax rate.


Liquidity and Capital Resources



Our principal capital requirements are for working capital and capital
expenditures. Working capital consists mainly of merchandise inventories offset
by accounts payable, which typically reach their peak by the early portion of
the fourth quarter of each fiscal year. Capital expenditures primarily relate to
technology and omni-channel projects, distribution center and supply chain
enhancements, new or relocated stores and existing store refreshes, remodels and
maintenance. Historically, we have funded our working capital and capital
expenditure requirements with internally generated cash and borrowings under our
revolving credit facility. In fiscal 2022, we funded our increased inventory
levels with borrowings on the revolving credit facility. We expect to sell
through excess inventory levels in the second half of the year during our
holiday and harvest seasons, which should drive cash flow and reduce borrowings.

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Cash flows from operating activities. Net cash used in operating activities was
approximately $58.2 million and $38.7 million during the first 39 weeks of
fiscal 2022 and the first 39 weeks of fiscal 2021, respectively. Cash flows from
operating activities depend heavily on operating performance, changes in working
capital and the timing and amount of payments for income taxes. The increase in
the amount of cash used in operations as compared to the prior year period was
mainly due to a decline in operating performance and changes in working capital.

Cash flows from investing activities. Net cash used in investing activities for
the first 39 weeks of fiscal 2022 consisted mainly of $7.0 million in capital
expenditures as compared to $5.2 million in capital expenditures for the prior
year period. The table below sets forth capital expenditures by category (in
thousands) for the periods indicated:

                                                                39-Week 

Period Ended


                                                      October 29, 2022         October 30, 2021
Technology and omni-channel projects                 $            3,536       $            2,328
Existing stores                                                   1,959                      635
Distribution center and supply chain enhancements                   907                    1,124
New and relocated stores                                            426                      772
Corporate                                                           136                      303
Total capital expenditures                           $            6,964       $            5,162



The capital expenditures in the current year period related primarily to
technology and omni-channel projects, the remodel and maintenance of existing
stores, distribution center and supply chain enhancements and the opening of one
new store. Capital expenditures in the prior year period related primarily to
technology and omni-channel projects, and distribution center and supply chain
enhancements and the opening of two new stores and two store relocations during
the period.

Cash flows from financing activities. During the first 39 weeks of fiscal 2022,
net cash provided by financing activities was $51.4 million, as we borrowed
$60.0 million under our revolving credit facility, which was partially offset by
the repurchase and retirement of our common stock pursuant to our share
repurchase plan of $6.3 million and $2.4 million of cash used in net share
settlement of stock options and restricted stock units. The increased borrowings
on the revolving credit facility are due to the elevated inventory levels
because of the lower than anticipated sales. As the Company sells through the
existing inventory and sales increase due to the seasonality of the business,
the borrowings should decrease in the fourth quarter of fiscal 2022. During the
first 39 weeks of fiscal 2021, net cash used in financing activities was
approximately $30.1 million primarily related to the repurchase and retirement
of our common stock pursuant to our share repurchase plan of $29.8 million.

Senior credit facility. On December 6, 2019, we entered into the Credit
Agreement with Bank of America, N.A. as administrative agent, collateral agent
and lender. The Credit Agreement contains a $75 million senior secured revolving
credit facility, a swingline availability of $10 million, a $25 million
incremental accordion feature and a maturity date of December 2024. Advances
under the Credit Agreement bear interest at an annual rate equal to LIBOR plus a
margin ranging from 125 to 175 basis points with no LIBOR floor, and the fee
paid to the lender on the unused portion of the credit facility is 25 basis
points per annum.

Borrowings under the Credit Agreement are subject to certain conditions,
contains customary events of default, including, without limitation, failure to
make payments, a cross-default to certain other debt, breaches of covenants,
breaches of representations and warranties, a change in control, certain
monetary judgments and bankruptcy and ERISA events. Upon any such event of
default, the principal amount of any unpaid loans and all other obligations
under the Credit Agreement may be declared immediately due and payable. The
maximum availability under the Credit Agreement is limited by a borrowing base
formula, which consists of a percentage of eligible inventory and eligible
credit card receivables, less reserves.

We are subject to a Second Amended and Restated Security Agreement ("Security
Agreement") with our lender. Pursuant to the Security Agreement, we pledged and
granted to the administrative agent, for the benefit of itself and the secured
parties specified therein, a lien on and security interest in all of the rights,
title and interest in substantially all of our assets to secure the payment and
performance of the obligations under the Credit Agreement.

As of October 29, 2022, we were in compliance with the covenants in the Credit
Agreement. Under the Credit Agreement, there were approximately $60.0 million of
outstanding borrowings and no letters of credit outstanding with approximately
$15.0 million available for borrowing as of October 29, 2022. Subsequent to
October 29, 2022, we repaid $30.0 million of outstanding borrowings under the
Credit Agreement.

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As of October 29, 2022, our balance of cash and cash equivalents was
approximately $11.2 million. We believe that the combination of our cash
balances, cash flow from operations and availability under our Credit Agreement
will be sufficient to fund our planned capital expenditures and working capital
requirements through the end of fiscal 2022 and over the next several fiscal
years.

Share repurchase plan. On December 3, 2020, September 2, 2021 and January 6,
2022, we announced that our Board of Directors authorized a share repurchase
plan providing for the purchase in the aggregate of up to $20 million, $20
million and $30 million, respectively, of our outstanding common stock.
Repurchases of shares are made in accordance with applicable securities laws and
may be made from time to time in the open market or by negotiated transactions.
The amount and timing of repurchases are based on a variety of factors,
including stock price, regulatory limitations and other market and economic
factors. The share repurchase plans do not require us to repurchase any specific
number of shares, and we may terminate the repurchase plans at any time. As of
October 29, 2022, we had approximately $26.3 million remaining under the current
share repurchase plan.

The table below sets forth selected share repurchase plan information (in thousands, except share amounts) for the periods indicated:



                                                 13-Week Period Ended                39-Week Period Ended
                                                                  October 30,      October       October 30,
                                          October 29, 2022           2021          29, 2022          2021
Shares repurchased and retired                            -           805,744        479,966        1,414,642
Share repurchase cost                     $               -       $    16,457     $    6,253     $     29,821

Critical Accounting Policies and Estimates



During the 13-week period ended July 30, 2022, we made a change in estimate
related to income taxes due to the federal net operating loss carry-forward now
projected by the Company for fiscal 2022, which caused the reversal of the tax
benefit recorded in the 13-week period ended April 30, 2022. There have been no
other material changes to our critical accounting policies or estimates during
the 39-week period ended October 29, 2022. Refer to our Annual Report for a
summary of our critical accounting policies and a discussion of the critical
accounting estimates and assumptions impacting our consolidated financial
statements.

New Accounting Pronouncements

See Note 10 - New Accounting Pronouncements in the condensed consolidated financial statements for accounting pronouncements not yet adopted.

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