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, 2020 ("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 31 of the following year. References to "2020" refer to the
52-week period of February 2, 2020 to January 30, 2021.  References to "2019"
refer to the 52-week period of February 3, 2019 to February 1, 2020.  References
to the "second quarter of fiscal 2020" and the "second quarter of fiscal 2019"
refer to the thirteen weeks of May 3, 2020 to August 1, 2020 and May 5, 2019 to
August 3, 2019, respectively.  Year-to-date periods ended August 1, 2020 and
August 3, 2019 refer to the twenty-six weeks of February 2, 2020 to August 1,
2020 and February 3, 2019 to August 3, 2019, 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, 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, legislation, national trade policy, and the following: our
failure to adequately procure and manage our inventory or anticipate consumer
demand; changes in consumer confidence and spending; 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 or widespread illness, including the continued impact of COVID-19 and
regulatory responses thereto; our inability to operate our stores due to civil
unrest and related protests or disturbances; our failure to hire and retain key
personnel and other qualified personnel; our inability to obtain favorable lease
terms for our properties; the failure to timely acquire, develop and open, the
loss of, or disruption or interruption in the operations 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
the timely and effective deployment, protection, and defense of computer
networks and other electronic systems, including e-mail; 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.

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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, food, books and stationery, bed
and bath, flooring, toys and hardware.  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.

Impact of COVID-19



The outbreak of the novel coronavirus COVID-19, which was declared a global
pandemic by the World Health Organization on March 11, 2020, has led to adverse
impacts on the U.S. and global economies. The outbreak of COVID-19 and related
measures to quell the outbreak have impacted our supply chain, operations and
customer demand.  The COVID-19 pandemic could further affect our operations and
the operations of our suppliers and vendors as a result of continued
restrictions and limitations on travel, shelter-in-place orders, limitations on
store or facility operations up to and including closures, and other
governmental, business or consumer actions.

Our stores and distribution centers have continued to operate as an essential
business during the COVID-19 pandemic and we are committed to maintaining a safe
work and shopping environment. During the second quarter of fiscal 2020, we
effectively responded to changing consumer needs and benefited from increased
consumer spending that coincided with economic stimulus provided under the
Coronavirus Aid, Relief, and Economic Security (CARES) Act and having our stores
open during the quarter while several other retailers were closed for a portion
of the period. Our net sales significantly increased as store traffic and
customer demand increased. We incurred additional SG&A expenses during the
quarter in response to operating during the pandemic as we closely managed other
controllable expenses.

Our top priorities in responding to the pandemic have been and continue to be the safety and well-being of our associates and customers. In response to COVID-19, we have taken a number of actions, including the following:

• Implemented procedures for social distancing, cleaning, sanitation, and use of

protective personal equipment in our stores, distribution centers, and store

support center to adhere to the appropriate CDC and local guidelines.

• Implemented temporary premium pay for our in-store associates, store

leadership, and distribution center employees.

• Supported our communities by raising money to provide much needed funding to

local food banks through a partnership with Feeding America.

As a result of these efforts, we have incurred and expect to continue to incur higher payroll expenses at our stores and distribution facilities and incremental cleaning and safety costs at all of our facilities.



We continue to actively monitor developments that may cause us to take further
actions that alter our business operations as may be required by federal, state
or local authorities or that we determine are in the best interests of our
associates, customers, suppliers and stockholders.

While our results of operations in the second quarter of fiscal 2020 benefited
from increased customer demand and traffic, we expect sales to moderate as we
progress through the second half of the fiscal year. There remains significant
uncertainty related to the economic impact of COVID-19 and the long-term impact
of the pandemic is unknown at this time. We expect the impact of the COVID-19
pandemic on our financial condition, results of operations and cash flows will
largely depend on the extent and duration of the pandemic, the governmental and
public actions taken in response, and the effect the pandemic will have on the
U.S. economy. Moreover, the significant uncertainty surrounding the COVID-19
pandemic and its effects may result in impacts or consequences that we do not
anticipate at this time or that develop in unexpected ways, which makes it more
challenging for management to estimate future performance of our business,
including the cadence of new store openings, particularly over the near term.

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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 366 stores located in 25 states as of August 1, 2020.

Our stores are supported by three distribution centers, one each in York, PA, Commerce, GA and our newest facility in Lancaster, TX, which commenced operations in February 2020. We believe our distribution capabilities can support a range of 500 to 600 stores over the next several years.



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.



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, our customer loyalty program.





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.

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.

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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 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.

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, 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. These cycles correspond with declines in
general consumer spending habits and we benefit from periods of increased
consumer spending.

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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 consists 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.

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, occupancy,
utilities, supplies, credit card processing fees, insurance and professional
services. 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.

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Depreciation and Amortization Expenses



Property and equipment are stated at original cost less accumulated depreciation
and amortization. Depreciation and amortization 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 is 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.  We use operating income as an indicator of the
productivity of our business and our ability to manage expenses.

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 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 and the gain from an insurance settlement.  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 EBITDA and Adjusted EBITDA
to net income, the most directly comparable GAAP measure, 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.


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Store Openings and Closings



We opened six and eight new stores in the second quarters of fiscal 2020 and
fiscal 2019, respectively. In connection with these store openings, we incurred
pre-opening expenses of $1.5 million and $2.4 million for the second quarters of
fiscal 2020 and fiscal 2019, respectively. We opened 23 new stores and closed
two stores, one as planned and one closed temporarily due to smoke damage from a
fire at an adjacent tenant, in the twenty-six weeks ended August 1, 2020. We
opened 29 new stores in the twenty-six weeks ended August 3, 2019. In connection
with these store openings and closings, we incurred pre-opening expenses of $5.3
million and $7.6 million for the twenty-six weeks ended August 1, 2020 and
August 3, 2019, 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
twenty-six weeks ended August 1, 2020 and August 3, 2019 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            Twenty-six weeks ended
                                            August 1,      August 3,        August 1,        August 3,
                                              2020            2019             2020             2019
                                                             ( dollars in thousands)
Condensed consolidated statements of
income data:
Net sales                                  $   529,313     $  333,865      $    878,676      $  658,719
Cost of sales                                  322,471        209,832           531,468         401,952
Gross profit                                   206,842        124,033           347,208         256,767
Selling, general and administrative
expenses                                       109,149         87,350           198,869         170,682
Depreciation and amortization expenses           4,122          3,512             8,066           6,921
Pre-opening expenses                             1,545          2,420             5,267           7,629
Operating income                                92,026         30,751           135,006          71,535
Interest income, net                               (26 )         (372 )            (109 )          (517 )
Income before income taxes                      92,052         31,123           135,115          72,052
Income tax (benefit) expense                    (7,331 )        5,953             2,276           8,165
Net income                                 $    99,383     $   25,170      $    132,839      $   63,887
Percentage of net sales (1):
Net sales                                        100.0 %        100.0 %           100.0 %         100.0 %
Cost of sales                                     60.9           62.8              60.5            61.0
Gross profit                                      39.1           37.2              39.5            39.0
Selling, general and administrative
expenses                                          20.6           26.2              22.6            25.9
Depreciation and amortization expenses             0.8            1.1               0.9             1.1
Pre-opening expenses                               0.3            0.7               0.6             1.2
Operating income                                  17.4            9.2              15.4            10.9
Interest income, net                                 -           (0.1 )               -            (0.1 )
Income before income taxes                        17.4            9.3              15.4            10.9
Income tax (benefit) expense                      (1.4 )          1.8               0.3             1.2
Net income                                        18.8 %          7.5 %            15.1 %           9.7 %
Select operating data:
New store openings                                   6              8                23              29
Number of closed stores                              -              -                (2 )             -
Number of stores open at end of period             366            332               366             332
Average net sales per store (2)            $     1,454     $    1,018      $      2,441      $    2,050
Comparable stores sales change                    43.3 %         (1.7 )%           20.2 %          (0.5 )%



________________

(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             Twenty-six weeks ended
                                              August 1,        August 3,        August 1,         August 3,
                                                2020             2019             2020              2019
                                                                 ( dollars in thousands)
Net income                                   $    99,383      $    25,170     $     132,839      $    63,887
Interest income, net                                 (26 )           (372 )            (109 )           (517 )
Depreciation and amortization expenses (1)         5,653            4,337            11,063            8,536
Income tax (benefit) expense                      (7,331 )          5,953             2,276            8,165
EBITDA                                            97,679           35,088           146,069           80,071
Gain from insurance settlement                         -                -                 -             (565 )
Non-cash stock-based compensation expense          1,727            2,432             3,046            4,625
Adjusted EBITDA                              $    99,406      $    37,520     $     149,115      $    84,131

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


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


Second Quarter 2020 Compared to Second Quarter 2019

Net Sales



Net sales increased to $529.3 million in the second quarter of fiscal 2020 from
$333.9 million in the second quarter of fiscal 2019, an increase of $195.4
million, or 58.5%.  The increase was the result of a comparable store sales
increase of $133.2 million, or 43.3%, and a non-comparable store sales increase
of $62.3 million.  The increase in non-comparable store sales was driven by
strong sales from new stores that have not been open for a full 15 months.

Comparable store sales increased 43.3% for the second quarter of fiscal 2020. We
experienced robust comparable store sales growth throughout the period, driven
by a significantly larger average basket per customer and higher traffic
levels.  We effectively responded to changing consumer needs in the quarter,
creating a strong alignment between a value-driven merchandise assortment and
customer demand.  We also benefited from consumer spending associated with
federal stimulus funds for the COVID-19 pandemic and having our stores open
during the quarter while other retailers were closed for a portion of the
period.

The increase in comparable store sales in the second quarter of fiscal 2020 consisted of increases in both the average transaction size and number of customer transactions. Sales were strong across merchandise categories, particularly driven by growth in the health and beauty aids, housewares, bed and bath, floor coverings and electronics departments.

Gross Profit and Gross Margin



Gross profit increased to $206.8 million in the second quarter of fiscal 2020
from $124.0 million in the second quarter of fiscal 2019, an increase of $82.8
million, or 66.8%. Gross margin returned to historical levels for the period,
increasing 190 basis points to 39.1% in the second quarter of fiscal 2020 from
37.2% in the second quarter of fiscal 2019.  The increase in gross margin in the
second quarter of fiscal 2020 was due to improvements in both merchandise
margin, driven by increased markup, and leveraging of supply chain costs as a
percentage of net sales.

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Selling, General and Administrative Expenses



SG&A increased to $109.1 million in the second quarter of fiscal 2020 from $87.4
million in the second quarter of fiscal 2019, an increase of $21.8 million, or
25.0%, primarily driven by an increased number of stores and higher store
payroll and variable selling expenses to support the significant increase in
sales.  As a percentage of net sales, SG&A decreased 560 basis points to 20.6%
in the second quarter of fiscal 2020 from 26.2% in the second quarter of fiscal
2019.  The decrease was primarily due to significant leverage in payroll and
occupancy as well as other fixed costs from the strong increase in comparable
store sales as well as continued tight expense controls.  This leverage was
partially offset by certain increased expenses, such as premium pay of
approximately $3.6 million to qualifying in-store associates and store
leadership, as a result of operating throughout the COVID-19 pandemic.

Pre-Opening Expenses



Pre-opening expenses for new stores decreased to $1.5 million in the second
quarter of fiscal 2020 from $2.4 million in the second quarter of fiscal 2019
due to the comparative number and timing of new store openings.  We opened six
and eight new stores in the second quarters of fiscal 2020 and fiscal 2019,
respectively.  As a percentage of net sales, pre-opening expenses decreased 40
basis points to 0.3% in the second quarter of fiscal 2020 from 0.7% in the
second quarter of fiscal 2019.

Interest Income, Net

Net interest income was $26,000 and $0.4 million in the second quarter of fiscal 2020 and the second quarter of fiscal 2019, respectively.

Income Tax (Benefit) Expense



Income tax benefit in the second quarter of fiscal 2020 was $7.3 million
compared to income tax expense of $6.0 million in the second quarter of fiscal
2019, a net variance of $13.3 million in the current year.  The effective tax
rates for the second quarters of fiscal 2020 and fiscal 2019 were (8.0)% and
19.1%, respectively.  The decreased effective tax rate in the second quarter of
fiscal 2020 was primarily the result of an increase in excess tax benefits
related to stock-based compensation, largely due to the exercise of stock
options, including exercises by the estate of Mark Butler, our former Chairman
of the Board, President and Chief Executive Officer, as described in Note 8 of
the accompanying unaudited condensed consolidated financial statements.  These
discrete tax benefits totaled $30.5 million and $1.7 million for the second
quarter of fiscal 2020 and the second quarter of fiscal 2019, respectively.

Net Income

As a result of the foregoing, net income increased to $99.4 million in the second quarter of fiscal 2020 from $25.2 million in the second quarter of fiscal 2019, an increase of $74.2 million, or 294.8%.

Adjusted EBITDA



Adjusted EBITDA increased to $99.4 million in the second quarter of fiscal 2020
from $37.5 million in the second quarter of fiscal 2019, an increase of $61.9
million, or 164.9%.

Twenty-Six Weeks 2020 Compared to Twenty-Six Weeks 2019

Net Sales



Net sales increased to $878.7 million in the twenty-six weeks ended August 1,
2020 from $658.7 million in the twenty-six weeks ended August 3, 2019, an
increase of $220.0 million, or 33.4%.  The increase was the result of a
comparable store sales increase of $123.3 million, or 20.2%, and a
non-comparable store sales increase of $96.7 million.  The increase in
non-comparable store sales was driven by strong sales from new stores that have
not been open for a full 15 months.

Comparable store sales increased 20.2% for the twenty-six weeks ended August 1,
2020, driven by the robust comparable store sales growth in the second quarter
of fiscal 2020.  The increase in comparable store sales in the twenty-six weeks
ended August 1, 2020 consisted of increases in both the average transaction size
and number of customer transactions.  Top performing merchandise categories
include the health and beauty aids, housewares, floor coverings, bed and bath,
and lawn and garden departments.  Sales growth was partially offset by declines
in our book, luggage and candy departments.

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Gross Profit and Gross Margin

Gross profit increased to $347.2 million in the twenty-six weeks ended August 1,
2020 from $256.8 million in the twenty-six weeks ended August 3, 2019, an
increase of $90.4 million, or 35.2%. Gross margin increased 50 basis points to
39.5% in the twenty-six weeks ended August 1, 2020 from 39.0% in the twenty-six
weeks ended August 3, 2019.  The increase in gross margin in the twenty-six
weeks ended August 1, 2020 was due to the leveraging of supply chain costs as a
percentage of net sales and an increase in the merchandise margin.

Selling, General and Administrative Expenses



SG&A increased to $198.9 million in the twenty-six weeks ended August 1, 2020
from $170.7 million in the twenty-six weeks ended August 3, 2019, an increase of
$28.2 million, or 16.5%, primarily driven by an increased number of stores and
higher store payroll and variable selling expenses to support the significant
increase in sales.  As a percentage of net sales, SG&A decreased 330 basis
points to 22.6% in the twenty-six weeks ended August 1, 2020 from 25.9% in the
twenty-six weeks ended August 3, 2019.  The decrease was primarily due to the
leveraging of payroll and various fixed costs as a result of the comparable
store sales increase and tight expense controls.  This leverage was partially
offset by certain increased expenses, such as premium pay of approximately $5.0
million to qualifying in-store associates and store leadership, as a result of
operating throughout the COVID-19 pandemic.

Pre-Opening Expenses



Pre-opening expenses for new stores decreased to $5.3 million in the twenty-six
weeks ended August 1, 2020 from $7.6 million in the twenty-six weeks ended
August 3, 2019 due to the comparative number and timing of new store openings.
During the twenty-six weeks ended August 1, 2020, we opened 23 stores and closed
two stores, one as planned and one closed temporarily due to smoke damage from a
fire at an adjacent tenant.  We opened 29 stores in the twenty-six weeks ended
August 3, 2019.  As a percentage of net sales, pre-opening expenses decreased 60
basis points to 0.6% in the twenty-six weeks ended August 1, 2020 from 1.2% in
the twenty-six weeks ended August 3, 2019.

Interest Income, Net



Net interest income was $0.1 million in the twenty-six weeks ended August 1,
2020 compared to net interest income of $0.5 million in the twenty-six weeks
ended August 3, 2019.

Income Tax Expense

Income tax expense for the twenty-six weeks ended August 1, 2020 was $2.3
million compared to $8.2 million for the twenty-six weeks ended August 3, 2019,
a decrease of $5.9 million, or 72.1%.  The effective tax rates for the
twenty-six weeks ended August 1, 2020 and August 3, 2019 were 1.7% and 11.3%,
respectively.  The decreased effective tax rate in the twenty-six weeks ended
August 1, 2020 was primarily the result of an increase in excess tax benefits
related to stock-based compensation, largely due to the exercise of stock
options, including exercises by the estate of Mark Butler, our former Chairman
of the Board, President and Chief Executive Officer.  These discrete tax
benefits totaled $31.7 million and $9.8 million for the twenty-six weeks ended
August 1, 2020 and August 3, 2019, respectively.

Net Income

As a result of the foregoing, net income increased to $132.8 million in the twenty-six weeks ended August 1, 2020 from $63.9 million in the twenty-six weeks ended August 3, 2019, an increase of $69.0 million, or 107.9%.

Adjusted EBITDA

Adjusted EBITDA increased to $149.1 million in the twenty-six weeks ended August 1, 2020 from $84.1 million in the twenty-six weeks ended August 3, 2019, an increase of $65.0 million, or 77.2%.


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Liquidity and Capital Resources

Overview



Our primary sources of liquidity are net cash flows provided by operating
activities and available borrowings under our Revolving Credit Facility.  Our
primary cash needs are for capital expenditures and working capital.  As of
August 1, 2020, we had $92.0 million available to borrow under our Revolving
Credit Facility and $305.1 million of cash and cash equivalents on hand. On May
22, 2019, we amended and restated our Revolving Credit Facility to effect
several amendments thereto and extend the maturity thereunder to May 22, 2024.
For further information, 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 $5.7 million and $20.2 million for capital
expenditures during the second quarter of fiscal 2020 and the second quarter of
fiscal 2019, respectively. For the twenty-six weeks ended August 1, 2020, we
spent $18.1 million for capital expenditures compared to $40.4 million for the
twenty-six weeks ended August 3, 2019.  The prior year included expenditures of
approximately $9.7 million and $19.8 million in the second quarter of fiscal
2019 and the twenty-six weeks ended August 3, 2019, respectively, invested in
the construction of the Company's new distribution center.  We expect to fund
capital expenditures from net cash provided by operating activities. We opened
23 new stores during the twenty-six weeks ended August 1, 2020 and expect to
open 46 stores, including one relocation, during 2020. However, we may
experience delays in construction and permitting of new stores 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.

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.

We are not currently receiving, and do not currently intend to apply for, loans under any federal or state programs implemented as a result of the COVID-19 pandemic, including the CARES Act.

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.  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, has a two-year term, and is subject to suspension or
termination by our Board of Directors at any time.

During 2019, we repurchased 689,457 shares of our common stock for $40.0 million, inclusive of transaction costs, pursuant to our share repurchase program. These expenditures were funded by cash generated from operations.

As


of August 1, 2020, we had $60.0 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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