The following discussion and analysis of the financial condition and results of
our operations should be read together with the financial statements and related
notes of Ollie's Bargain Outlet Holdings, Inc. included in Item 1 of this
Quarterly Report on Form 10-Q and with our audited financial statements and the
related notes included in our Annual Report on Form 10-K filed with the
Securities and Exchange Commission, or SEC, on March 25, 2022 ("Annual Report").
As used in this Quarterly Report on Form 10-Q, except where the context
otherwise requires or where otherwise indicated, the terms "Ollie's," the
"Company," "we," "our," and "us" refer to Ollie's Bargain Outlet Holdings, Inc.
and subsidiaries.

We operate on a fiscal calendar widely used by the retail industry that results
in a fiscal year consisting of a 52- or 53-week period ending on the Saturday
nearer to January 31st of the following year. References to "2022" refer to the
52-week period of January 30, 2022 to January 28, 2023.  References to "2021"
refer to the 52-week period of January 31, 2021 to January 29, 2022.  References
to the "third quarter of fiscal 2022" and the "third quarter of fiscal 2021"
refer to the thirteen weeks of July 31, 2022 to October 29, 2022 and August 1,
2021 to October 30, 2021, respectively.  Year-to-date periods ended October 29,
2022 and October 30, 2021 refer to the thirty-nine weeks of January 29, 2022 to
October 29, 2022 and January 31, 2021 to October 30, 2021, respectively.
Historical results are not necessarily indicative of the results to be expected
for any future period and results for any interim period may not necessarily be
indicative of the results that may be expected for a full year.

Cautionary Note Regarding Forward-Looking Statements



This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements can be identified by words such as "could," "may,"
"might," "will," "likely," "anticipates," "intends," "plans," "seeks,"
"believes," "estimates," "expects," "continues," "projects," and similar
references to future periods, prospects, financial performance, and industry
outlook. Forward-looking statements are based on our current expectations and
assumptions regarding our business, capital market conditions, the economy, and
other future conditions. Because forward-looking statements relate to the
future, by their nature, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict. As a result, our actual
results may differ materially from those contemplated by the forward-looking
statements. Important factors that could cause actual results to differ
materially from those in the forward-looking statements include regional,
national or global political, economic, business, competitive, market and
regulatory conditions, including, but not limited to, supply chain challenges,
legislation, national trade policy, and the following: our failure to adequately
procure and manage our inventory, anticipate consumer demand, or achieve
favorable product margins; changes in consumer confidence and spending; risks
associated with our status as a "brick and mortar" only retailer; risks
associated with intense competition; our failure to open new profitable stores,
or successfully enter new markets, on a timely basis or at all; the risks
associated with doing business with international manufacturers and suppliers
including, but not limited to, potential increases in tariffs on imported goods;
outbreak of viruses, global health epidemics, pandemics, or widespread illness,
including the continued impact of COVID-19 and continuing or renewed regulatory
responses thereto; our inability to operate our stores due to civil unrest and
related protests or disturbances; our failure to properly hire and to retain key
personnel and other qualified personnel; changes in market levels of wages;
risks associated with cybersecurity events, and the timely and effective
deployment, protection, and defense of computer networks and other electronic
systems, including e-mail; our inability to obtain favorable lease terms for our
properties; the failure to timely acquire, develop, open and operate, or the
loss of, disruption or interruption in the operations of, any of our centralized
distribution centers; fluctuations in comparable store sales and results of
operations, including on a quarterly basis; risks associated with our lack of
operations in the growing online retail marketplace; risks associated with
litigation, the expense of defense, and potential for adverse outcomes; our
inability to successfully develop or implement our marketing, advertising, and
promotional efforts; the seasonal nature of our business; risks associated with
natural disasters, whether or not caused by climate change; changes in
government regulations, procedures, and requirements; and our ability to service
indebtedness and to comply with our financial covenants together with each of
the other factors set forth under "Item 1A - Risk Factors" contained herein and
in our filings with the SEC, including our Annual Report. Any forward-looking
statement made by us in this Quarterly Report on Form 10-Q speaks only as of the
date on which such statement is made. Factors or events that could cause our
actual results to differ may emerge from time to time, and it is not possible
for us to predict all of them. We undertake no obligation to publicly update or
revise any forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by law.  You are
advised, however, to consult any further disclosures we make on related subjects
in our public announcements and SEC filings.

                                       15

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Overview



Ollie's is a highly differentiated and fast-growing, extreme value retailer of
brand name merchandise at drastically reduced prices.  Known for our assortment
of products offered as "Good Stuff Cheap," we offer customers a broad selection
of brand name products, including housewares, bed and bath, food, floor
coverings, health and beauty aids, books and stationery, toys, and electronics.
Our differentiated go-to market strategy is characterized by a unique, fun and
engaging treasure hunt shopping experience, compelling customer value
proposition and witty, humorous in-store signage and advertising campaigns.

COVID-19 Update



The COVID-19 pandemic has significantly impacted the U.S. and global economies,
resulting in business slowdowns or shutdowns, reduced economic activity, changes
in consumer behavior, and changes in the mindset and availability of the labor
force.  We continue to monitor the impact of the pandemic on our business,
including on our associates, customers, business partners, and supply chain.

We continue to take measures to protect the health and safety of our associates
and customers, a primary concern of our management team.  We have also taken
measures to support the communities that we serve to address the challenges
posed by the pandemic.

Following the onset of the pandemic through the first quarter of 2021, our net
sales benefited from increased consumer spending associated with federal
stimulus funds for said pandemic.  At this point, there is uncertainty with
regard to any additional stimulus measures and, as a result, there may be
potential changes in consumer spending behavior or demand.  In addition, we are
experiencing labor pressures at both our stores and distribution centers, higher
import and trucking costs, and supply chain disruptions due to the impacts of
COVID-19 and related measures. We are increasing our hiring efforts in certain
impacted markets and working closely with our suppliers and transportation
partners to mitigate the impact of the supply chain challenges.  The potential
significance and duration of these elevated costs is uncertain, and we will
continue to assess and respond to current and evolving conditions.

As we continue to monitor the ongoing impact of the COVID-19 pandemic and
potentially take actions based on the requirements and recommendations of
federal, state and local authorities, we intend to focus on managing the
business for future long-term growth.  In certain circumstances, there may be
developments outside our control, including resurgences of COVID-19 or other
viruses and, in particular, new and more contagious or vaccine resistant
variants, requiring us to refine our operations.  Refer to Part I, Item 1A. Risk
Factors of our 2021 Form 10-K for a full discussion of the risks associated with
the COVID-19 pandemic.

Our Growth Strategy

Since the founding of Ollie's in 1982, we have grown organically by backfilling existing markets and leveraging our brand awareness, marketing and infrastructure to expand into new markets in contiguous states. We have expanded to 463 stores located in 29 states as of October 29, 2022.



Our stores are supported by three distribution centers, one each in York, PA,
Commerce, GA and Lancaster, TX. We are in the process of expanding our York, PA
distribution center, which will provide an additional 200,000 square feet of
distribution capacity and is expected to be completed in the first half of 2023.
On October 17th, 2022, the Company entered into a purchase agreement to acquire
a parcel of land in Princeton, Illinois for the construction of its fourth
distribution center. The purchase agreement is subject to normal post-execution,
pre-closing activities with an anticipated closing date in the first quarter of
fiscal 2023. With the expansion of our York, PA distribution center and the
addition of our fourth distribution center, we believe our distribution
capabilities will support over 700 stores.

We have invested in our associates, infrastructure, distribution network and
information systems to allow us to continue to rapidly grow our store footprint,
including:

? growing our merchant buying team to increase our access to brand name/closeout


    merchandise;



? adding members to our senior management team;

? expanding the capacity of our distribution centers to their current 2.2 million


   square feet; and



? investing in information technology, accounting, and warehouse management


   systems.




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Our business model has produced consistent and predictable store growth over the
past several years, during both strong and weaker economic cycles.  We plan to
continue to enhance our competitive positioning and drive growth in sales and
profitability by executing on the following strategies:

? growing our store base;

? increasing our offerings of great bargains; and

? leveraging and expanding Ollie's Army.





We have a proven portable, flexible, and highly profitable store model that has
produced consistent financial results and returns.  Our new store model targets
a store size between 25,000 to 35,000 square feet and an average initial cash
investment of approximately $1.0 million, which includes store fixtures and
equipment, store-level and distribution center inventory (net of payables), and
pre-opening expenses.  We target new store sales of approximately $4 million in
their first full year of operations.

While we are focused on driving comparable store sales and managing our
expenses, our revenue and profitability growth will primarily come from opening
new stores.  The core elements of our business model are procuring great deals,
offering extreme values to our customers and creating consistent, predictable
store growth and margins.  In addition, our new stores generally open strong,
immediately contributing to the growth in net sales and profitability of our
business.  We plan to achieve continued net sales growth, including comparable
stores sales, by adding stores to our store base and by continuing to provide
quality merchandise at a value for our customers as we scale and gain more
access to purchase directly from major manufacturers.  We also plan to leverage
and expand our Ollie's Army database marketing strategies.  In addition, we plan
to continue to manage our selling, general, and administrative expenses ("SG&A")
by continuing to make process improvements and by maintaining our standard
policy of reviewing our operating costs.

Our ability to grow and our results of operations may be impacted by additional
factors and uncertainties, such as consumer spending habits, which are subject
to macroeconomic conditions and changes in discretionary income.  Our customers'
discretionary income is primarily impacted by gas prices, wages, rising interest
rates, and consumer trends and preferences, which fluctuate depending on the
environment. The potential consolidation of our competitors or other changes in
our competitive landscape could also impact our results of operations or our
ability to grow, even though we compete with a broad range of retailers.

Our key competitive advantage is our direct buying relationships with many major
manufacturers, wholesalers, distributors, brokers, and retailers for our brand
name and closeout products and unbranded goods.  We also augment our product mix
with private label brands.  As we continue to grow, we believe our increased
scale will provide us with even greater access to brand name and closeout
products as major manufacturers seek a single buyer to acquire an entire deal.

How We Assess the Performance of Our Business and Key Line Items

We consider a variety of financial and operating measures in assessing the performance of our business. The key measures we use are number of new stores, net sales, comparable store sales, gross profit and gross margin, SG&A, pre-opening expenses, operating income, EBITDA and Adjusted EBITDA.

Number of New Stores



The number of new stores reflects the number of stores opened during a
particular reporting period.  Before we open new stores, we incur pre-opening
expenses described below under "Pre-Opening Expenses" and we make an initial
investment in inventory.  We also make initial capital investments in fixtures
and equipment, which we amortize over time.

We expect new store growth to be the primary driver of our sales growth.  Our
initial lease terms are approximately seven years with options to renew for
three to five successive five-year periods.  Our portable and predictable real
estate model focuses on backfilling existing markets and entering new markets in
contiguous states.  Our new stores often open with higher sales levels as a
result of greater advertising and promotional spend in connection with grand
opening events, but decline shortly thereafter to our new store model levels.

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Net Sales



Ollie's recognizes retail sales in its stores when merchandise is sold and the
customer takes possession of the merchandise.  Also included in net sales is
revenue allocated to certain redeemed discounts earned via the Ollie's Army
loyalty program and gift card breakage.  Net sales are presented net of returns
and sales tax.  Net sales consist of sales from comparable stores and
non-comparable stores, described below under "Comparable Store Sales."  Growth
of our net sales is primarily driven by expansion of our store base in existing
and new markets.  As we continue to grow, we believe we will have greater access
to brand name and closeout merchandise and an increased deal selection,
resulting in more potential offerings for our customers.  Net sales are impacted
by product mix, merchandise mix and availability, as well as promotional
activities and the spending habits of our customers. Our broad selection of
offerings across diverse product categories supports growth in net sales by
attracting new customers, which results in higher spending levels and frequency
of shopping visits from our customers, including Ollie's Army members.

The spending habits of our customers are subject to macroeconomic conditions and
changes in discretionary income.  Our customers' discretionary income is
primarily impacted by gas prices, wages, rising interest rates, and consumer
trends and preferences, which fluctuate depending on the environment.  However,
because we offer a broad selection of merchandise at extreme values, we believe
we are less impacted than other retailers by economic cycles that correspond
with declines in general consumer spending habits.  We believe we also benefit
from periods of increased consumer spending.

Comparable Store Sales



Comparable store sales measure performance of a store during the current
reporting period against the performance of the same store in the corresponding
period of the previous year.  Comparable store sales consist of net sales from
our stores beginning on the first day of the sixteenth full fiscal month
following the store's opening, which is when we believe comparability is
achieved.  Comparable store sales are impacted by the same factors that impact
net sales.

We define comparable stores to be stores that:

? have been remodeled while remaining open;

? are closed for five or fewer days in any fiscal month;

? are closed temporarily and relocated within their respective trade areas; and

? have expanded, but are not significantly different in size, within their

current locations.





Non-comparable store sales consist of new store sales and sales for stores not
open for a full 15 months.  Stores which are closed temporarily, but for more
than five days in any fiscal month, are included in non-comparable store sales
beginning in the fiscal month in which the temporary closure begins until the
first full month of operation once the store re-opens, at which time they are
included in comparable store sales.

Opening new stores is the primary component of our growth strategy and as we
continue to execute on our growth strategy, we expect a significant portion of
our sales growth will be attributable to non-comparable store sales.
Accordingly, comparable store sales are only one measure we use to assess the
success of our growth strategy.

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Gross Profit and Gross Margin



Gross profit is equal to our net sales less our cost of sales.  Cost of sales
includes merchandise costs, inventory markdowns, shrinkage and transportation,
distribution and warehousing costs, including depreciation. Gross margin is
gross profit as a percentage of our net sales. Gross margin is a measure used by
management to indicate whether we are selling merchandise at an appropriate
gross profit.

In addition, our gross margin is impacted by product mix, as some products generally provide higher gross margins, by our merchandise mix and availability, and by our merchandise cost, which can vary.



Our gross profit is variable in nature and generally follows changes in net
sales.  We regularly analyze the components of gross profit, as well as gross
margin.  Specifically, our product margin and merchandise mix is reviewed by our
merchant team and senior management, ensuring strict adherence to internal
margin goals.  Our disciplined buying approach has produced consistent gross
margins and we believe helps to mitigate adverse impacts on gross profit and
results of operation.

The components of our cost of sales may not be comparable to the components of
cost of sales or similar measures of our competitors and other retailers.  As a
result, our gross profit and gross margin may not be comparable to similar data
made available by our competitors and other retailers.

Selling, General, and Administrative Expenses



SG&A are comprised of payroll and benefits for store, field support, and support
center associates.  SG&A also include marketing and advertising expense,
occupancy costs for stores and the store support center, insurance, corporate
infrastructure, and other general expenses. The components of our SG&A remain
relatively consistent per store and for each new store opening. The components
of our SG&A may not be comparable to the components of similar measures of other
retailers.  Consolidated SG&A generally increase as we grow our store base and
as our net sales increase. A significant portion of our expenses is primarily
fixed in nature, and we expect to continue to maintain strict discipline while
carefully monitoring SG&A as a percentage of net sales.  We expect that our SG&A
will continue to increase in future periods with future growth.

Depreciation and Amortization Expenses



Property and equipment are stated at original cost less accumulated depreciation
and amortization. Depreciation and amortization expenses are calculated over the
estimated useful lives of the related assets, or in the case of leasehold
improvements, the lesser of the useful lives or the remaining term of the lease.
Expenditures for additions, renewals, and betterments are capitalized;
expenditures for maintenance and repairs are charged to expense as incurred.
Depreciation and amortization are computed on the straight-line method for
financial reporting purposes. Depreciation as it relates to our distribution
centers is included within cost of sales on the condensed consolidated
statements of income.

Pre-Opening Expenses



Pre-opening expenses consist of expenses of opening new stores and distribution
centers, as well as store closing costs.  For opening new stores, pre-opening
expenses include grand opening advertising costs, payroll expenses, travel
expenses, employee training costs, rent expenses, and store setup costs.
Pre-opening expenses for new stores are expensed as they are incurred, which is
typically within 30 to 45 days of opening a new store. For opening distribution
centers, pre-opening expenses primarily include inventory transportation costs,
employee travel expenses, and occupancy costs.  Store closing costs primarily
consist of insurance deductibles, rent, and store payroll.

Operating Income



Operating income is gross profit less SG&A, depreciation and amortization, and
pre-opening expenses.  Operating income excludes net interest income or expense,
and income tax expense or benefit.  We use operating income as an indicator of
the productivity of our business and our ability to manage expenses.

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EBITDA and Adjusted EBITDA



EBITDA and Adjusted EBITDA are key metrics used by management and our Board to
assess our financial performance.  EBITDA and Adjusted EBITDA are also
frequently used by analysts, investors and other interested parties to evaluate
companies in our industry.  We use Adjusted EBITDA to supplement U.S. generally
accepted accounting principles ("GAAP") measures of performance to evaluate the
effectiveness of our business strategies, to make budgeting decisions, to
evaluate our performance in connection with compensation decisions and to
compare our performance against that of other peer companies using similar
measures.  Management believes it is useful to investors and analysts to
evaluate these non-GAAP measures on the same basis as management uses to
evaluate the Company's operating results.  We believe that excluding items from
operating income, net income and net income per diluted share that may not be
indicative of, or are unrelated to, our core operating results, and that may
vary in frequency or magnitude, enhances the comparability of our results and
provides a better baseline for analyzing trends in our business.

We define EBITDA as net income before net interest income or expense,
depreciation and amortization expenses and income taxes.  Adjusted EBITDA
represents EBITDA as further adjusted for non-cash stock-based compensation
expense.  EBITDA and Adjusted EBITDA are non-GAAP measures and may not be
comparable to similar measures reported by other companies.  EBITDA and Adjusted
EBITDA have limitations as analytical tools, and you should not consider them in
isolation or as a substitute for analysis of our results as reported under GAAP.
In the future we may incur expenses or charges such as those added back to
calculate Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be
construed as an inference that our future results will be unaffected by these
items. For further discussion of EBITDA and Adjusted EBITDA and for
reconciliations of net income, the most directly comparable GAAP measure, to
EBITDA and Adjusted EBITDA, see "Results of Operations."

Factors Affecting the Comparability of our Results of Operations

Our results over the past two years have been affected by the following factors, which must be understood in order to assess the comparability of our period-to-period financial performance and condition.

Historical Results

Historical results are not necessarily indicative of the results to be expected for any future period.



Store Openings and Closings

We opened 15 and 18 new stores in the third quarters of fiscal 2022 and fiscal
2021, respectively. In connection with these store openings, we incurred
expenses of $4.5 million and $3.3 million for the third quarters of fiscal 2022
and fiscal 2021, respectively. We opened 35 new stores and closed three stores,
two in connection with relocations, in the thirty-nine weeks ended October 29,
2022 and opened 41 new stores, including two relocated stores, and temporarily
closed one additional store due to weather-related events in the thirty-nine
weeks ended October 30, 2021. In connection with these store openings and
closings, we incurred expenses of $10.1 million and $8.4 million for the
thirty-nine weeks ended October 29, 2022 and October 30, 2021, respectively.

Seasonality



Our business is seasonal in nature and demand is generally the highest in our
fourth fiscal quarter due to the holiday sales season.  To prepare for the
holiday sales season, we must order and keep in stock more merchandise than we
carry during other times of the year and generally engage in additional
marketing efforts.  We expect inventory levels, along with accounts payable and
accrued expenses, to reach their highest levels in our third and fourth fiscal
quarters in anticipation of increased net sales during the holiday sales
season.  As a result of this seasonality, and generally because of variation in
consumer spending habits, we experience fluctuations in net sales and working
capital requirements during the year.  Because we offer a broad selection of
merchandise at extreme values, we believe we are less impacted than other
retailers by economic cycles which correspond with declines in general consumer
spending habits, and we believe we still benefit from periods of increased
consumer spending.

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Results of Operations

The following tables summarize key components of our results of operations for the periods indicated, both in dollars and as a percentage of our net sales.



We derived the condensed consolidated statements of income for the thirteen and
thirty-nine weeks ended October 29, 2022 and October 30, 2021 from our unaudited
condensed consolidated financial statements and related notes.  Our historical
results are not necessarily indicative of the results that may be expected in
the future.

                                                Thirteen weeks ended              Thirty-nine weeks ended
                                           October 29,       October 30,       October 29,       October 30,
                                               2022             2021               2022              2021
                                                                ( dollars in thousands)
Condensed consolidated statements of
income data:
Net sales                                  $    418,072     $     383,487      $  1,277,220      $  1,251,860
Cost of sales                                   253,396           230,927           827,609           753,655
Gross profit                                    164,676           152,560           449,611           498,205
Selling, general and administrative
expenses                                        124,810           114,048           359,549           328,537
Depreciation and amortization expenses            5,872             4,956            16,698            14,109
Pre-opening expenses                              4,462             3,343            10,142             8,419
Operating income                                 29,532            30,213            63,222           147,140
Interest (income) expense, net                     (866 )              70              (880 )             111
Income before income taxes                       30,398            30,143            64,102           147,029
Income tax expense                                7,316             6,958            14,400            34,301
Net income                                 $     23,082     $      23,185      $     49,702      $    112,728
Percentage of net sales (1):
Net sales                                         100.0 %           100.0 %           100.0 %           100.0 %
Cost of sales                                      60.6              60.2              64.8              60.2
Gross profit                                       39.4              39.8              35.2              39.8
Selling, general and administrative
expenses                                           29.9              29.7              28.2              26.2
Depreciation and amortization expenses              1.4               1.3               1.3               1.1
Pre-opening expenses                                1.1               0.9               0.8               0.7
Operating income                                    7.1               7.9               4.9              11.8
Interest (income) expense, net                     (0.2 )               -              (0.1 )               -
Income before income taxes                          7.3               7.9               5.0              11.7
Income tax expense                                  1.7               1.8               1.1               2.7
Net income                                          5.5 %             6.0 %             3.9 %             9.0 %
Select operating data:
New store openings                                   15                18                35                41
Number of closed stores                              (1 )              (1 )              (3 )              (3 )
Number of stores open at end of period              463               426               463               426
Average net sales per store (2)            $        915     $         916      $      2,864      $      3,089
Comparable stores sales change                      1.9 %           (15.5 )%           (5.4 )%          (11.3 )%



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

(1) Components may not add to totals due to rounding.

(2) Average net sales per store represents the weighted average of total net

weekly sales divided by the number of stores open at the end of each week for


     the respective periods presented.



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The following table provides a reconciliation of our net income to Adjusted EBITDA for the periods presented:



                                                  Thirteen weeks ended               Thirty-nine weeks ended
                                             October 29,        October 30,      October 29,         October 30,
                                                 2022              2021              2022               2021
                                                                   ( dollars in thousands)
Net income                                   $     23,082      $      23,185     $     49,702       $     112,728
Interest expense (income), net                       (866 )               70             (880 )               111
Depreciation and amortization expenses (1)          7,362              6,398           21,123              18,410
Income tax expense                                  7,316              6,958           14,400              34,301
EBITDA                                             36,894             36,611           84,345             165,550
Non-cash stock-based compensation expense           2,590              1,627            7,313               5,959
Gain from insurance settlement                          -               (312 )              -                (312 )
Adjusted EBITDA                              $     39,484      $      37,926     $     91,658       $     171,197

(1) Includes depreciation and amortization relating to our distribution centers,


     which is included within cost of sales on our condensed consolidated
     statements of income.


Third Quarter of Fiscal 2022 Compared to Third Quarter of Fiscal 2021

Net Sales



Net sales increased to $418.1 million in the third quarter of fiscal 2022 from
$383.5 million in the third quarter of fiscal 2021, an increase of $34.6
million, or 9.0%.  The increase was the result of a comparable store sales
increase of $6.8 million and an increase in non-comparable store sales of $27.8
million. The increase in non-comparable store sales was driven by new store unit
growth.

Comparable store sales increased 1.9% in the third quarter of fiscal 2022
compared with a 15.5% decrease in the third quarter of fiscal 2021.  The
increase in comparable store sales consisted of an increase in average
transaction size partially offset by a decrease in the number of transactions.
Increases in lawn & garden, hardware, food, health & beauty aids, and sporting
goods departments were offset by declines in our toys, books, and summer
furniture departments.

Gross Profit and Gross Margin



Gross profit increased to $164.7 million in the third quarter of fiscal 2022
from $152.6 million in the third quarter of fiscal 2021, an increase of $12.1
million, or 7.9%. Gross margin decreased 40 basis points to 39.4% in the third
quarter of fiscal 2022 from 39.8% in the third quarter of fiscal 2021.  The
decrease in gross margin in the third quarter of fiscal 2022 is primarily
related to increased supply chain costs and a slight decrease in the merchandise
margin.

Selling, General, and Administrative Expenses



SG&A increased to $124.8 million in the third quarter of fiscal 2022 from $114.0
million in the third quarter of fiscal 2021, an increase of $10.8 million, or
9.4%, primarily driven by an increased number of stores and higher selling
costs.  As a percentage of net sales, SG&A increased 20 basis points to 29.9% in
the third quarter of fiscal 2022 from 29.7% in the third quarter of fiscal
2021.  The increase was primarily related to deleveraging on fixed expenses
primarily due to higher selling costs, partially offset by continued tight
expense controls.

Pre-Opening Expenses



Pre-opening expenses for new stores increased to $4.5 million in the third
quarter of fiscal 2022 from $3.3 million in the third quarter of fiscal 2021 due
to timing of new stores.  We opened 15 and 18 new stores in the third quarters
of fiscal 2022 and fiscal 2021, respectively.  As a percentage of net sales,
pre-opening expenses increased 20 basis points to 1.1% in the third quarter of
fiscal 2022 from 0.9% in the third quarter of fiscal 2021.

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Income Tax Expense



Income tax expense increased in the third quarter of fiscal 2022 to $7.3 million
compared to $7.0 million in the third quarter of fiscal 2021. The effective tax
rates for the third quarters of fiscal 2022 and fiscal 2021 were 24.1% and
23.1%, respectively. The increased effective tax rate in the quarter was
primarily due to a decrease in excess tax benefits related to stock-based
compensation. Discrete tax benefits totaled $0.2 million and $1.0 million in the
third quarter of fiscal 2022 and the third quarter of fiscal 2021, respectively.

Net Income



As a result of the foregoing, net income decreased to $23.1 million in the third
quarter of fiscal 2022 from $23.2 million in the third quarter of fiscal 2021, a
decrease of $0.1 million or 0.4%.

Adjusted EBITDA

Adjusted EBITDA increased to $39.5 million in the third quarter of fiscal 2022 from $37.9 million in the third quarter of fiscal 2021, a increase of $1.6 million, or 4.1%.

Thirty-nine Weeks 2022 Compared to Thirty-nine Weeks 2021

Net Sales



Net sales increased to $1.277 billion in the thirty-nine weeks ended October 29,
2022 from $1.252 billion in the thirty-nine weeks ended October 30, 2021, an
increase of $25.4 million, or 2.0%. The increase was the result of
non-comparable store sales increase of $89.6 million offset by a decrease in a
comparable store sales of $64.2 million. The increase in non-comparable store
sales was driven by new store unit growth.

Comparable store sales decreased 5.4% in the thirty-nine weeks ended October 29,
2022 compared with a 11.3% decrease in the thirty-nine weeks ended October 30,
2021. The decrease in comparable store sales in the thirty-nine weeks ended
October 29, 2022 consisted of a decrease in the number of transactions,
partially offset by an increase in average transaction size.

Gross Profit and Gross Margin



Gross profit decreased to $449.6 million in the thirty-nine weeks ended October
29, 2022 from $498.2 million in the thirty-nine weeks ended October 30, 2021, a
decrease of $48.6 million, or 9.8%. Gross margin decreased 460 basis points to
35.2% in the thirty-nine weeks ended October 29, 2022 from 39.8% in the
thirty-nine weeks ended October 30, 2021.  The decrease in gross margin in the
thirty-nine weeks ended October 29, 2022 is related to increased supply chain
costs, partially offset by improvement in the merchandise margin.

Selling, General and Administrative Expenses



SG&A increased to $359.5 million in the thirty-nine weeks ended October 29, 2022
from $328.5 million in the thirty-nine weeks ended October 30, 2021, an increase
of $31.0 million, or 9.4%, primarily driven by an increased number of stores,
partially offset by tight expense controls throughout the organization.  As a
percentage of net sales, SG&A increased 200 basis points to 28.2% in the
thirty-nine weeks ended October 29, 2022 from 26.2% in the thirty-nine weeks
ended October 30, 2021.  The decrease was primarily related to primarily related
to deleveraging on fixed expenses primarily due to higher selling costs,
partially offset by continued tight expense controls.

Pre-Opening Expenses



Pre-opening expenses for new stores increased to $10.1 million in the
thirty-nine weeks ended October 29, 2022 from $8.4 million in the thirty-nine
weeks ended October 30, 2021 due to the timing of new stores.  During the
thirty-nine weeks ended October 29, 2022, we opened 35 new stores and closed
three stores, two in connection with relocations. During the thirty-nine weeks
ended October 30, 2021, we opened 41 new stores, including two relocated stores,
and temporarily closed one additional store.  As a percentage of net sales,
pre-opening expenses increased 10 basis points to 0.8% in the thirty-nine weeks
ended October 29, 2022 from 0.7% in the thirty-nine weeks ended October 30,
2021.

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Index

Income Tax Expense



Income tax expense in the thirty-nine weeks ended October 29, 2022 was $14.4
million compared to income tax expense of $34.3 million in the thirty-nine weeks
ended October 30, 2021. The effective tax rates for the thirty-nine weeks ended
October 29, 2022 and October 30, 2021 were 22.5% and 23.3%, respectively. The
variance in the effective tax rates in the thirty-nine week periods was
primarily due to a decrease in the overall state tax rate, offset by a decrease
in excess tax benefits related to stock-based compensation. Discrete tax
benefits totaled $1.5 million and $3.4 million in the thirty-nine weeks ended
October 29, 2022 and the thirty-nine weeks ended October 30, 2021, respectively.

Net Income

As a result of the foregoing, net income decreased to $49.7 million in the thirty-nine weeks ended October 29, 2022 from $112.7 million in the thirty-nine weeks ended October 30, 2021, a decrease of $63.0 million or 55.9%.

Adjusted EBITDA

Adjusted EBITDA decreased to $91.7 million in the thirty-nine weeks ended October 29, 2022 from $171.2 million in the thirty-nine weeks ended October 30, 2021, a decrease of $79.5 million, or 46.5%.

Liquidity and Capital Resources

Overview



Our primary sources of liquidity are net cash flows provided by operating
activities and available borrowings under our $100.0 million Revolving Credit
Facility.  Our primary cash needs are for capital expenditures and working
capital.  As of October 29, 2022, we had $92.7 million available to borrow under
our Revolving Credit Facility and $182.1 million of cash and cash equivalents on
hand. For further information regarding our Revolving Credit Facility, see Note
6 under "Notes to Unaudited Condensed Consolidated Financial Statements."

Our capital expenditures are primarily related to new store openings, store
resets, which consist of improvements to stores as they are needed, expenditures
related to our distribution centers, and infrastructure-related investments,
including investments related to upgrading and maintaining our information
technology systems.  We spent $15.2 million and $11.9 million for capital
expenditures during the third quarters of fiscal 2022 and fiscal 2021,
respectively. For the thirty-nine weeks ended October 29, 2022, we spent $38.9
million for capital expenditures compared to $29.6 million for the thirty-nine
weeks ended October 30, 2021. We expect to fund capital expenditures from by
cash on hand generated from operations. We opened 35 new stores and closed three
stores, two in connection with relocations, during the thirty-nine weeks ended
October 29, 2022 and we expect to open 39 to 40 stores during fiscal 2022.
Included in our plans is a 200,000 square foot expansion of our York, PA
distribution center, giving us the capacity for an additional 50 stores upon
completion. We have experienced, and may continue to experience, delays in
construction and permitting of new stores and other projects due to COVID-19.

Historically, we have funded our capital expenditures and working capital requirements during the fiscal year with cash flows from operations.



Our primary working capital requirements are for the purchase of inventory,
payroll, rent, other store operating costs, distribution costs and general and
administrative costs.  Our working capital requirements fluctuate during the
year, rising in our third fiscal quarter as we increase quantities of inventory
in anticipation of our peak holiday sales season in our fourth fiscal quarter.
Fluctuations in working capital are also driven by the timing of new store
openings.

Based on our new store growth plans, we believe our cash and cash equivalents
position, net cash provided by operating activities and availability under our
Revolving Credit Facility will be adequate to finance our planned capital
expenditures, working capital requirements, debt service and other financing
activities over the next 12 months.  If cash provided by operating activities
and borrowings under our Revolving Credit Facility are not sufficient or
available to meet our capital requirements, we will then be required to obtain
additional equity or debt financing in the future.  There can be no assurance
equity or debt financing will be available to us when needed or, if available,
the terms will be satisfactory to us and not dilutive to our then-current
stockholders.

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Index

Share Repurchase Program



On March 26, 2019, the Board of Directors of the Company authorized the
repurchase of up to $100.0 million of shares of our common stock.  This initial
tranche expired on March 26, 2021.  The Board authorized the repurchase of
another $100.0 million of our common stock on December 15, 2020 and a $100.0
million increase on March 16, 2021, resulting in $200.0 million approved for
share repurchases through January 13, 2023. On November 30, 2021, the Board
authorized an additional $200.0 million to repurchase stock pursuant to the
Company's share repurchase program, expiring on December 15, 2023. The shares to
be repurchased may be purchased from time to time in open market conditions
(including blocks or in privately negotiated transactions).  The timing of
repurchases and the actual amount purchased will depend on a variety of factors,
including the market price of our shares, general market, economic, and business
conditions, and other corporate considerations.  Repurchases may be made
pursuant to plans intended to comply with Rule 10b5-1 under the Securities
Exchange Act of 1934, which could allow us to purchase our shares during periods
when we otherwise might be prevented from doing so under insider trading laws or
because of self-imposed trading blackout periods.  Repurchases are expected to
be funded from cash on hand or through the utilization of our Revolving Credit
Facility.  The repurchase authorization does not require the purchase of a
specific number of shares and is subject to suspension or termination by our
Board of Directors at any time.

During the thirty-nine weeks ended October 29, 2022, we repurchased 602,805
shares of our common stock for $30.0 million, inclusive of transaction costs,
pursuant to our share repurchase program. During the thirty-nine weeks ended
October 30, 2021, we repurchased 2,679,507 shares of our common stock for $200.0
million, inclusive of transaction costs, pursuant to our share repurchase
program.  These expenditures were funded by cash on hand generated from
operations. As of October 29, 2022, we had $150.0 million remaining under our
share repurchase authorization. There can be no assurances that any additional
repurchases will be completed, or as to the timing or amount of any repurchases.

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