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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One) | | | | | | | | |
☒ | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended October 29, 2022
or
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☐ | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to ____________
Commission file number 0-23071
THE CHILDREN’S PLACE, INC.
(Exact name of registrant as specified in its charter) | | | | | | | | |
Delaware | | 31-1241495 |
(State or other jurisdiction of | | (I.R.S. Employer |
incorporation or organization) | | Identification Number) |
| | |
500 Plaza Drive | | |
Secaucus, New Jersey | | 07094 |
(Address of principal executive offices) | | (Zip Code) |
(201) 558-2400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of each class: | Trading Symbol: | Name of each exchange on which registered: |
Common Stock, $0.10 par value | PLCE | Nasdaq Global Select Market |
| | |
___________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. | | | | | | | | | | | | | | | | | | | | |
| Large accelerated filer | x | | Accelerated filer | ☐ | |
| | | | | | |
| Non-accelerated filer | ☐ | | Smaller reporting company | ☐ | |
| | | | Emerging growth company | ☐ | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: Common Stock, par value $0.10 per share, outstanding at November 25, 2022: 12,227,788.
THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED OCTOBER 29, 2022
TABLE OF CONTENTS
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| Consolidated Statements of Changes in Stockholders’ Equity for the thirteen weeks and thirty-nine weeks ended October 29, 2022 and October 30, 2021 | |
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PART I. FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS.
THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | | | | | | | |
| October 29, 2022 | | January 29, 2022 | | October 30, 2021 |
| (unaudited) | | | | (unaudited) |
| (in thousands, except par value) |
ASSETS |
Current assets: | | | | | |
Cash and cash equivalents | $ | 19,244 | | | $ | 54,787 | | | $ | 67,062 | |
| | | | | |
Accounts receivable | 48,820 | | | 21,863 | | | 38,758 | |
Inventories | 548,719 | | | 428,813 | | | 441,817 | |
Prepaid expenses and other current assets | 48,012 | | | 76,075 | | | 59,628 | |
| | | | | |
Total current assets | 664,795 | | | 581,538 | | | 607,265 | |
Long-term assets: | | | | | |
Property and equipment, net | 154,975 | | | 155,006 | | | 159,243 | |
Right-of-use assets | 160,041 | | | 194,653 | | | 209,430 | |
Tradenames, net | 71,091 | | | 71,692 | | | 71,892 | |
Deferred income taxes | 20,916 | | | 23,109 | | | 27,801 | |
Other assets | 12,799 | | | 11,462 | | | 12,735 | |
Total assets | $ | 1,084,617 | | | $ | 1,037,460 | | | $ | 1,088,366 | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
Current liabilities: | | | | | |
Revolving loan | $ | 265,000 | | | $ | 175,318 | | | $ | 174,384 | |
Current portion of long-term debt | — | | | — | | | 28,270 | |
Accounts payable | 221,432 | | | 183,758 | | | 173,055 | |
Current portion of operating lease liabilities | 77,070 | | | 91,097 | | | 94,122 | |
Income taxes payable | 506 | | | 10,984 | | | 10,701 | |
Accrued expenses and other current liabilities | 119,660 | | | 130,669 | | | 143,866 | |
Total current liabilities | 683,668 | | | 591,826 | | | 624,398 | |
Long-term liabilities: | | | | | |
| | | | | |
Long-term debt | 49,735 | | | 49,685 | | | 48,892 | |
Long-term portion of operating lease liabilities | 104,073 | | | 134,761 | | | 154,325 | |
Income taxes payable | 18,925 | | | 14,939 | | | 14,939 | |
Other tax liabilities | 2,347 | | | 8,689 | | | 6,285 | |
Other long-term liabilities | 13,693 | | | 12,088 | | | 17,279 | |
Total liabilities | 872,441 | | | 811,988 | | | 866,118 | |
Commitments and contingencies (see Note 7) | | | | | |
Stockholders' equity: | | | | | |
Preferred stock, $1.00 par value, 1,000 shares authorized, 0 shares issued and outstanding | — | | | — | | | — | |
Common stock, $0.10 par value, 100,000 shares authorized; 12,662, 13,964, and 14,468 issued; 12,597, 13,903, and 14,408 outstanding | 1,266 | | | 1,396 | | | 1,447 | |
Additional paid-in capital | 148,546 | | | 160,348 | | | 164,010 | |
Treasury stock, at cost (65, 61, and 60 shares) | (3,661) | | | (3,443) | | | (3,373) | |
Deferred compensation | 3,661 | | | 3,443 | | | 3,373 | |
Accumulated other comprehensive loss | (17,011) | | | (14,186) | | | (12,962) | |
Retained earnings | 79,375 | | | 77,914 | | | 69,753 | |
Total stockholders’ equity | 212,176 | | | 225,472 | | | 222,248 | |
Total liabilities and stockholders’ equity | $ | 1,084,617 | | | $ | 1,037,460 | | | $ | 1,088,366 | |
See accompanying notes to these consolidated financial statements.
THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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| Thirteen Weeks Ended | | Thirty-nine Weeks Ended |
| October 29, 2022 | | October 30, 2021 | | October 29, 2022 | | October 30, 2021 |
| (in thousands, except earnings per common share) |
Net sales | $ | 509,120 | | | $ | 558,225 | | | $ | 1,252,355 | | | $ | 1,407,561 | |
Cost of sales (exclusive of depreciation and amortization) | 332,189 | | | 313,394 | | | 817,915 | | | 806,663 | |
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Gross profit | 176,931 | | | 244,831 | | | 434,440 | | | 600,898 | |
| | | | | | | |
Selling, general, and administrative expenses | 106,631 | | | 115,563 | | | 330,480 | | | 337,921 | |
Depreciation and amortization | 12,463 | | | 14,204 | | | 39,320 | | | 44,157 | |
Asset impairment charges | — | | | 1,254 | | | 1,379 | | | 1,254 | |
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Operating income | 57,837 | | | 113,810 | | | 63,261 | | | 217,566 | |
Interest expense | (3,810) | | | (3,963) | | | (8,123) | | | (13,077) | |
Interest income | 24 | | | 4 | | | 43 | | | 11 | |
Income before provision for income taxes | 54,051 | | | 109,851 | | | 55,181 | | | 204,500 | |
Provision for income taxes | 11,196 | | | 30,983 | | | 5,794 | | | 56,332 | |
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Net income | $ | 42,855 | | | $ | 78,868 | | | $ | 49,387 | | | $ | 148,168 | |
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Earnings per common share | | | | | | | |
Basic | $ | 3.28 | | | $ | 5.38 | | | $ | 3.72 | | | $ | 10.08 | |
Diluted | $ | 3.26 | | | $ | 5.30 | | | $ | 3.68 | | | $ | 9.89 | |
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Weighted average common shares outstanding | | | | | | | |
Basic | 13,064 | | | 14,668 | | | 13,277 | | | 14,706 | |
Diluted | 13,162 | | | 14,873 | | | 13,409 | | | 14,979 | |
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| | | | | | | |
| | | | | | | |
See accompanying notes to these consolidated financial statements.
THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Thirteen Weeks Ended | | Thirty-nine Weeks Ended |
| October 29, 2022 | | October 30, 2021 | | October 29, 2022 | | October 30, 2021 |
| (in thousands) |
Net income | $ | 42,855 | | | $ | 78,868 | | | $ | 49,387 | | | $ | 148,168 | |
Other comprehensive income (loss): | | | | | | | |
Foreign currency translation adjustment | (2,397) | | | 323 | | | (2,825) | | | 854 | |
| | | | | | | |
| | | | | | | |
Total comprehensive income | $ | 40,458 | | | $ | 79,191 | | | $ | 46,562 | | | $ | 149,022 | |
See accompanying notes to these consolidated financial statements.
THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Thirteen Weeks Ended October 29, 2022 | | |
| | | | | | | | | | | | Accumulated | | | | | | | | |
| | | | | | Additional | | | | | | Other | | | | | | Total | | |
| | Common Stock | | Paid-In | | Deferred | | Retained | | Comprehensive | | Treasury Stock | | Stockholders’ | | |
(in thousands) | | Shares | | Amount | | Capital | | Compensation | | Earnings | | Loss | | Shares | | Amount | | Equity | | |
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Balance, July 30, 2022 | | 13,087 | | | $ | 1,309 | | | $ | 151,954 | | | $ | 3,587 | | | $ | 45,532 | | | $ | (14,614) | | | (64) | | | $ | (3,587) | | | $ | 184,181 | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Vesting of stock awards | | 9 | | | 1 | | | (1) | | | | | | | | | | | | | — | | | |
Stock-based compensation expense | | | | | | 5,221 | | | | | | | | | | | | | 5,221 | | | |
| | | | | | | | | | | | | | | | | | | | |
Purchase and retirement of common stock | | (434) | | | (44) | | | (8,628) | | | | | (9,012) | | | | | | | | | (17,684) | | | |
Other comprehensive loss | | | | | | | | | | | | (2,397) | | | | | | | (2,397) | | | |
| | | | | | | | | | | | | | | | | | | | |
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Deferral of common stock into deferred compensation plan | | | | | | | | 74 | | | | | | | (1) | | | (74) | | | — | | | |
Net income | | | | | | | | | | 42,855 | | | | | | | | | 42,855 | | | |
Balance, October 29, 2022 | | 12,662 | | | $ | 1,266 | | | $ | 148,546 | | | $ | 3,661 | | | $ | 79,375 | | | $ | (17,011) | | | (65) | | | $ | (3,661) | | | $ | 212,176 | | | |
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| | | | | | | | | | | | | | | | | | |
Thirty-nine Weeks Ended October 29, 2022 |
| | | | | | | | | | | | Accumulated | | | | | | |
| | | | | | Additional | | | | | | Other | | | | | | Total |
| | Common Stock | | Paid-In | | Deferred | | Retained | | Comprehensive | | Treasury Stock | | Stockholders’ |
(in thousands) | | Shares | | Amount | | Capital | | Compensation | | Earnings | | Loss | | Shares | | Amount | | Equity |
Balance, January 29, 2022 | | 13,964 | | | $ | 1,396 | | | $ | 160,348 | | | $ | 3,443 | | | $ | 77,914 | | | $ | (14,186) | | | (61) | | | $ | (3,443) | | | $ | 225,472 | |
| | | | | | | | | | | | | | | | | | |
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Vesting of stock awards | | 279 | | | 28 | | | (28) | | | | | | | | | | | | | — | |
Stock-based compensation expense | | | | | | 19,055 | | | | | | | | | | | | | 19,055 | |
Purchase and retirement of common stock | | (1,581) | | | (158) | | | (30,829) | | | | | (47,926) | | | | | | | | | (78,913) | |
Other comprehensive loss | | | | | | | | | | | | (2,825) | | | | | | | (2,825) | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Deferral of common stock into deferred compensation plan | | | | | | | | 218 | | | | | | | (4) | | | (218) | | | — | |
Net income | | | | | | | | | | 49,387 | | | | | | | | | 49,387 | |
Balance, October 29, 2022 | | 12,662 | | | $ | 1,266 | | | $ | 148,546 | | | $ | 3,661 | | | $ | 79,375 | | | $ | (17,011) | | | (65) | | | $ | (3,661) | | | $ | 212,176 | |
See accompanying notes to these consolidated financial statements.
THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Thirteen Weeks Ended October 30, 2021 | | |
| | | | | | | | | | | | Accumulated | | | | | | | | |
| | | | | | Additional | | | | | | Other | | | | | | Total | | |
| | Common Stock | | Paid-In | | Deferred | | Retained | | Comprehensive | | Treasury Stock | | Stockholders’ | | |
(in thousands) | | Shares | | Amount | | Capital | | Compensation | | Earnings | | Loss | | Shares | | Amount | | Equity | | |
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Balance, July 31, 2021 | | 14,831 | | $ | 1,483 | | | $ | 164,290 | | | $ | 3,304 | | | $ | 15,697 | | | $ | (13,285) | | | (59) | | | $ | (3,304) | | | $ | 168,185 | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Vesting of stock awards | | 9 | | 1 | | | (1) | | | | | | | | | | | | | — | | | |
Stock-based compensation expense | | | | | | 6,594 | | | | | | | | | | | | | 6,594 | | | |
| | | | | | | | | | | | | | | | | | | | |
Purchase and retirement of common stock | | (372) | | | (37) | | | (6,873) | | | | | (24,812) | | | | | | | | | (31,722) | | | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income | | | | | | | | | | | | 323 | | | | | | | 323 | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Deferral of common stock into deferred compensation plan | | | | | | | | 69 | | | | | | | (1) | | | (69) | | | — | | | |
Net income | | | | | | | | | | 78,868 | | | | | | | | | 78,868 | | | |
Balance, October 30, 2021 | | 14,468 | | $ | 1,447 | | | $ | 164,010 | | | $ | 3,373 | | | $ | 69,753 | | | $ | (12,962) | | | (60) | | | $ | (3,373) | | | $ | 222,248 | | | |
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| | | | | | | | | | | | | | | | | | |
Thirty-nine Weeks Ended October 30, 2021 |
| | | | | | | | | | | | Accumulated | | | | | | |
| | | | | | Additional | | | | Retained | | Other | | | | | | Total |
| | Common Stock | | Paid-In | | Deferred | | Earnings | | Comprehensive | | Treasury Stock | | Stockholders’ |
(in thousands) | | Shares | | Amount | | Capital | | Compensation | | (Deficit) | | Loss | | Shares | | Amount | | Equity |
Balance, January 30, 2021 | | 14,641 | | | $ | 1,464 | | | $ | 148,519 | | | $ | 3,165 | | | $ | (42,790) | | | $ | (13,816) | | | (57) | | | $ | (3,165) | | | $ | 93,377 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Vesting of stock awards | | 345 | | | 35 | | | (35) | | | | | | | | | | | | | — | |
Stock-based compensation expense | | | | | | 25,036 | | | | | | | | | | | | | 25,036 | |
Purchase and retirement of common stock | | (518) | | | (52) | | | (9,510) | | | | | (35,625) | | | | | | | | | (45,187) | |
Other comprehensive income | | | | | | | | | | | | 854 | | | | | | | 854 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Deferral of common stock into deferred compensation plan | | | | | | | | 208 | | | | | | | (3) | | | (208) | | | — | |
Net income | | | | | | | | | | 148,168 | | | | | | | | | 148,168 | |
Balance, October 30, 2021 | | 14,468 | | | $ | 1,447 | | | $ | 164,010 | | | $ | 3,373 | | | $ | 69,753 | | | $ | (12,962) | | | (60) | | | $ | (3,373) | | | $ | 222,248 | |
See accompanying notes to these consolidated financial statements.
THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | | | | | | | | | | |
| Thirty-nine Weeks Ended |
| October 29, 2022 | | October 30, 2021 |
| (in thousands) |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | |
Net income | $ | 49,387 | | | $ | 148,168 | |
| | | |
| | | |
Reconciliation of net income to net cash provided by (used in) operating activities: | | | |
Non-cash portion of operating lease expense | 65,046 | | | 76,418 | |
Depreciation and amortization | 39,320 | | | 44,157 | |
| | | |
Non-cash stock-based compensation expense | 19,055 | | | 25,036 | |
| | | |
Deferred income tax provision | 2,186 | | | 17,974 | |
Asset impairment charges | 1,379 | | | 1,254 | |
| | | |
| | | |
Other non-cash items, net | 58 | | | 1,101 | |
Changes in operating assets and liabilities: | | | |
Inventories | (123,012) | | | (55,183) | |
Accounts receivable and other assets | (28,427) | | | (2,121) | |
Prepaid expenses and other current assets | 1,680 | | | (4,995) | |
Income taxes payable, net of prepayments | 18,896 | | | 6,437 | |
Accounts payable and other current liabilities | 11,764 | | | (47,980) | |
Lease liabilities | (75,767) | | | (142,574) | |
Other long-term liabilities | 1,470 | | | (244) | |
| | | |
Net cash provided by (used in) operating activities | (16,965) | | | 67,448 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | |
Capital expenditures | (31,193) | | | (22,000) | |
| | | |
| | | |
Change in deferred compensation plan | (421) | | | 48 | |
Net cash used in investing activities | (31,614) | | | (21,952) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | |
Borrowings under revolving credit facility | 555,383 | | | 557,034 | |
Repayments under revolving credit facility | (465,701) | | | (552,429) | |
| | | |
| | | |
| | | |
Repayment of term loan | — | | | (1,000) | |
Purchase and retirement of common stock, including shares surrendered for tax withholdings and transaction costs | (75,672) | | | (45,187) | |
Payment of debt issuance costs | — | | | (366) | |
Net cash provided by (used in) financing activities | 14,010 | | | (41,948) | |
Effect of exchange rate changes on cash and cash equivalents | (974) | | | (34) | |
Net increase (decrease) in cash and cash equivalents | (35,543) | | | 3,514 | |
Cash and cash equivalents, beginning of period | 54,787 | | | 63,548 | |
Cash and cash equivalents, end of period | $ | 19,244 | | | $ | 67,062 | |
See accompanying notes to these consolidated financial statements.
THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
| | | | | | | | | | | |
| Thirty-nine Weeks Ended |
| October 29, 2022 | | October 30, 2021 |
| (in thousands) |
OTHER CASH FLOW INFORMATION: | | | |
Net cash paid (received) for income taxes | $ | (15,680) | | | $ | 31,718 | |
Cash paid for interest | 7,545 | | | 11,870 | |
Increase (decrease) in accrued capital expenditures | 7,795 | | | (135) | |
See accompanying notes to these consolidated financial statements.
THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.BASIS OF PRESENTATION
Description of Business
The Children’s Place, Inc. and subsidiaries (collectively, the “Company”) is the largest pure-play children’s specialty apparel retailer in North America. The Company provides apparel, footwear, accessories, and other items for children and ‘tweens.’ The Company designs, contracts to manufacture, sells at retail and wholesale, and licenses to sell trend right, high-quality merchandise predominantly at value prices, primarily under the Company’s proprietary “The Children’s Place”, “Place”, “Baby Place”, “Gymboree”, “Sugar & Jade”, and “PJ Place” brand names.
The Company classifies its business into two segments: The Children’s Place U.S. and The Children’s Place International. Included in The Children’s Place U.S. segment are the Company’s U.S. and Puerto Rico-based stores and revenue from its U.S.-based wholesale business. Included in The Children’s Place International segment are its Canadian-based stores, revenue from the Company’s Canadian-based wholesale business, as well as revenue from international franchisees. Each segment includes an e-commerce business located at www.childrensplace.com, www.gymboree.com, www.sugarandjade.com, and www.pjplace.com.
Terms that are commonly used in the notes to the Company’s consolidated financial statements are defined as follows:
•Third Quarter 2022 — The thirteen weeks ended October 29, 2022
•Third Quarter 2021 — The thirteen weeks ended October 30, 2021
•First Quarter 2022 — The thirteen weeks ended April 30, 2022
•Year-To-Date 2022 — The thirty-nine weeks ended October 29, 2022
•Year-To-Date 2021 — The thirty-nine weeks ended October 30, 2021
•Fiscal 2022 – The fifty-two weeks ending January 28, 2023
•Fiscal 2021 – The fifty-two weeks ended January 29, 2022
•SEC — U.S. Securities and Exchange Commission
•U.S. GAAP — Generally Accepted Accounting Principles in the United States
•FASB — Financial Accounting Standards Board
•FASB ASC — FASB Accounting Standards Codification, which serves as the source for authoritative U.S. GAAP, except that rules and interpretive releases by the SEC are also sources of authoritative U.S. GAAP for SEC registrants
Basis of Presentation
The unaudited consolidated financial statements and accompanying notes to consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information and the rules and regulations of the SEC. Accordingly, certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted.
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated. As of October 29, 2022, January 29, 2022, and October 30, 2021, the Company did not have any investments in unconsolidated affiliates. FASB ASC 810—Consolidation is considered when determining whether an entity is subject to consolidation.
In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the consolidated financial position of the Company as of October 29, 2022 and October 30, 2021, the results of its consolidated operations, consolidated comprehensive income, and consolidated changes in stockholders’ equity for the thirteen and thirty-nine weeks ended October 29, 2022 and October 30, 2021, and consolidated cash flows for the thirty-nine weeks ended October 29, 2022 and October 30, 2021. The consolidated balance sheet as of January 29, 2022 was derived from audited financial statements. Due to the seasonal nature of the Company’s business, the results of operations for the thirteen and thirty-nine weeks ended October 29, 2022 and October 30, 2021 are not necessarily indicative of operating results for a full fiscal year. These consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2022.
THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Fiscal Year
The Company’s fiscal year is a fifty-two week or fifty-three week period ending on the Saturday on or nearest to January 31.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and amounts of revenues and expenses reported during the period. Actual results could differ from the assumptions used and estimates made by management, which could have a material impact on the Company’s financial position or results of operations. Critical accounting estimates inherent in the preparation of the consolidated financial statements include impairment of long-lived assets, income taxes, stock-based compensation, and inventory valuation.
Recent Accounting Standards Updates
There are no pending accounting standards updates that are currently expected to have a material impact on the Company.
2. REVENUES
Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
The following table presents the Company’s revenues disaggregated by geography:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Thirteen Weeks Ended | | Thirty-nine Weeks Ended | | |
| October 29, 2022 | | October 30, 2021 | | October 29, 2022 | | October 30, 2021 | | | | |
| (in thousands) |
Net sales: | | | | | | | | | | | |
South | $ | 183,536 | | | $ | 194,081 | | | $ | 466,276 | | | $ | 524,449 | | | | | |
Northeast | 108,404 | | | 129,308 | | | 255,913 | | | 309,284 | | | | | |
West | 61,101 | | | 80,103 | | | 163,644 | | | 202,180 | | | | | |
Midwest | 62,337 | | | 71,482 | | | 145,168 | | | 180,375 | | | | | |
International and other (1) | 93,742 | | | 83,251 | | | 221,354 | | | 191,273 | | | | | |
Total net sales | $ | 509,120 | | | $ | 558,225 | | | $ | 1,252,355 | | | $ | 1,407,561 | | | | | |
____________________________________________
(1)Includes retail and e-commerce sales in Canada and Puerto Rico, wholesale and franchisee sales, and certain amounts earned under the Company’s private label credit card program.
The Company recognizes revenue, including shipping and handling fees billed to customers, upon purchase at the Company’s retail stores or when received by the customer if the product was purchased via e-commerce, net of coupon redemptions and anticipated sales returns. The Company deferred sales of $8.9 million, $3.6 million, and $8.8 million within Accrued expenses and other current liabilities as of October 29, 2022, January 29, 2022, and October 30, 2021, respectively, based upon estimated time of delivery, at which point control passes to the customer. Sales tax collected from customers is excluded from revenue.
For the sale of goods with a right of return, the Company recognizes revenue for the consideration it expects to be entitled to and calculates an allowance for estimated sales returns based upon the Company’s sales return experience. Adjustments to the allowance for estimated sales returns in subsequent periods have not been material based on historical data, thereby reducing the uncertainty inherent in such estimates. The allowance for estimated sales returns, which is recorded in Accrued expenses and other current liabilities, was $2.2 million, $1.0 million, and $2.9 million as of October 29, 2022, January 29, 2022, and October 30, 2021, respectively.
THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The Company’s private label credit card is issued to customers for use exclusively at The Children’s Place stores and online at www.childrensplace.com, www.gymboree.com, www.sugarandjade.com, and www.pjplace.com, and credit is extended to such customers by a third-party financial institution on a non-recourse basis to the Company. The private label credit card includes multiple performance obligations for the Company, including marketing and promoting the program on behalf of the bank and the operation of the loyalty rewards program. Included in the agreement with the third-party financial institution was an upfront bonus paid to the Company. The upfront bonus is recognized as revenue and allocated between brand and reward obligations. As the license of the Company’s brand is the predominant item in the performance obligation, the amount allocated to the brand obligation is recognized on a straight-line basis over the initial term. The amount allocated to the reward obligation is recognized on a point-in-time basis as redemptions under the loyalty program occur.
In measuring revenue and determining the consideration the Company is entitled to as part of a contract with a customer, the Company takes into account the related elements of variable consideration, such as additional bonuses, including profit-sharing, over the life of the private label credit card program. Similar to the upfront bonus, the usage-based royalties and bonuses are recognized as revenue and allocated between the brand and reward obligations. The amount allocated to the brand obligation is recognized on a straight-line basis over the initial term. The amount allocated to the reward obligation is recognized on a point-in-time basis as redemptions under the loyalty program occur. In addition, the annual profit-sharing amount is estimated and recognized quarterly within an annual period when earned. The additional bonuses are amortized over the contract term based on anticipated progress against future targets and level of risk associated with achieving the targets.
The Company has a points-based customer loyalty program in which customers earn points based on purchases and other promotional activities. These points can be redeemed for coupons to discount future purchases. A contract liability is estimated based on the standalone selling price of benefits earned by customers through the program and the related redemption experience under the program. The value of each point earned is recorded as deferred revenue and is included within Accrued expenses and other current liabilities. The total contract liabilities related to this program were $2.0 million, $5.0 million, and $6.0 million as of October 29, 2022, January 29, 2022, and October 30, 2021, respectively.
The Company’s policy with respect to gift cards is to record revenue as and when the gift cards are redeemed for merchandise. The Company recognizes gift card breakage income in proportion to the pattern of rights exercised by the customer when the Company expects to be entitled to breakage and the Company determines that it does not have a legal obligation to remit the value of the unredeemed gift card to the relevant jurisdiction as unclaimed or abandoned property. Gift card breakage is recorded within Net sales. Prior to their redemption, gift cards are recorded as a liability within Accrued expenses and other current liabilities. The liability is estimated based on expected breakage that considers historical patterns of redemption. The gift card liability balance as of October 29, 2022, January 29, 2022, and October 30, 2021 was $11.2 million, $12.1 million, and $12.4 million, respectively. During Year-To-Date 2022, the Company recognized Net sales of $4.5 million related to the gift card liability balance that existed at January 29, 2022.
The Company has an international program of territorial agreements with franchisees. The Company generates revenues from the franchisees from the sale of product and, in certain cases, sales royalties. The Company records net sales and cost of goods sold on the sale of product to franchisees when the franchisee takes ownership of the product. The Company records net sales for royalties when the applicable franchisee sells the product to their customers. Under certain agreements, the Company receives a fee from each franchisee for exclusive territorial rights and based on the opening of new stores. The Company records these territorial fees as deferred revenue and amortizes the fee into net sales over the life of the territorial agreement.
3. INTANGIBLE ASSETS
The Company’s intangible assets were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | October 29, 2022 |
| | Useful Life | | Gross Amount | | Accumulated Amortization | | Net Amount |
| | | | (in thousands) |
Gymboree tradename (1) | | Indefinite | | $ | 69,953 | | | $ | — | | | $ | 69,953 | |
Crazy 8 tradename (1) | | 5 years | | 4,000 | | | (2,862) | | | 1,138 | |
Customer databases (2) | | 3 years | | 3,000 | | | (3,000) | | | — | |
Total intangibles | | | | $ | 76,953 | | | $ | (5,862) | | | $ | 71,091 | |
THE CHILDREN’S PLACE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | January 29, 2022 |
| | Useful Life | | Gross Amount | | Accumulated Amortization | | Net Amount |
| | | | (in thousands) |
Gymboree tradename (1) | | Indefinite | | $ | 69,953 | | | $ | — | | | $ | 69,953 | |
Crazy 8 tradename (1) | | 5 years | | 4,000 | | | (2,261) | | | 1,739 | |
Customer databases (2) | | 3 years | | 3,000 | | | (2,827) | | | 173 | |
Total intangibles | | | | $ | 76,953 | | | $ | (5,088) | | | $ | 71,865 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | October 30, 2021 |
| | Useful Life | | Gross Amount | | Accumulated Amortization | | Net Amount |
| | | | (in thousands) |
Gymboree tradename (1) | | Indefinite | | $ | 69,953 | | | $ | — | | | $ | 69,953 | |
Crazy 8 tradename (1) | | 5 years | | 4,000 | | | (2,061) | | | 1,939 | |
Customer databases (2) | | 3 years | | 3,000 | | | (2,578) | | | 422 | |
Total intangibles | | | | $ | 76,953 | | | $ | (4,639) | | | $ | 72,314 | |
____________________________________________
(1)Included within Tradenames, net on the Consolidated Balance Sheets.
(2)Included within Other assets on the Consolidated Balance Sheets.
4. PROPERTY AND EQUIPMENT, NET
Property and equipment consisted of the following: | | | | | | | | | | | | | | | | | | | | | |
| | | October 29, 2022 | | January 29, 2022 | | October 30, 2021 |
| | | (in thousands) |
Property and equipment: | | | | | | | |
Land and land improvements | | | $ | 3,403 | | | $ | 3,403 | | | $ | 3,403 | |
Building and improvements | | | 36,187 | | | 36,045 | | | 36,045 | |
Material handling equipment | | | 69,897 |