Biggest changeOther factors and uncertainties include, but are not limited to: • The severity and duration of the pandemic, including future mutations or related variants of the virus in areas in which we operate; • Evolving macroeconomic factors, including general economic uncertainty, inflation, unemployment rates, and recessionary pressures; • Changes in labor markets affecting us and our suppliers; • Unknown consequences on our business performance and initiatives stemming from the substantial investment of time and other resources to the pandemic response; • The pace of recovery when the pandemic subsides; • The long-term impact of the pandemic on our business, including consumer behaviors; and • Disruption and volatility within the financial and credit markets.
Biggest changeOther effects and future uncertainties include, but are not limited to: • Evolving macroeconomic factors, including general economic uncertainty, inflation, unemployment rates, and recessionary pressures; • Changes in labor markets affecting us and our suppliers; • Any preventative or protective actions that governments may implement, or we may implement to protect the health and safety of our employees and customers; • The long-term impact of the pandemic on our business, including consumer behaviors; and • Disruption and volatility within the financial and credit markets.
The continuing impacts of the COVID-19 pandemic are highly unpredictable and volatile and are affecting certain business operations, demand for our products and services, in-stock positions, costs of doing business, availability of labor, access to inventory, supply chain operations, our ability to predict future performance, and our financial performance, among other things.
The continuing impacts of the COVID-19 pandemic are highly unpredictable and volatile and are affecting certain of our business operations, demand for our products and services, in-stock positions, costs of doing business, availability of labor, access to inventory, supply chain operations, our ability to predict future performance, and our financial performance, among other things.
Any of our rights to indemnification from sellers to us, even if obtained, may not be enforceable, collectible or sufficient in amount, scope or duration to fully offset the possible liabilities associated with the business or property acquired. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business and financial condition.
Any of our rights to indemnification from sellers to us, even if obtained, may not be enforceable, collectible or sufficient in amount, scope or duration to fully offset the possible liabilities associated with the business 13 or property acquired. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business and financial condition.
The regulatory environment surrounding information security and privacy is demanding, with the frequent imposition of new and changing requirements, such as the GDPR and CCPA. With a heightened degree of public awareness and scrutiny regarding information security and privacy, customers have a high expectation that companies will adequately protect their personal information from cyber attack or other security breaches.
The regulatory environment surrounding information security and privacy is demanding, with the frequent imposition of new and changing requirements, such as the GDPR and CCPA. With a heightened degree of public awareness and scrutiny regarding information 14 security and privacy, customers have a high expectation that companies will adequately protect their personal information from cyber attack or other security breaches.
The recovery we receive under any insurance we maintain for these purposes may be delayed or may be insufficient to fully offset potential losses. 9 We rely heavily on our ability to identify changes in fashion. Customer tastes and fashion trends are volatile and can change rapidly.
The recovery we receive under any insurance we maintain for these purposes may be delayed or may be insufficient to fully offset potential losses. We rely heavily on our ability to identify changes in fashion. Customer tastes and fashion trends are volatile and can change rapidly.
Violations of these laws could subject us to sanctions or other penalties that could negatively affect our reputation, business and operating results. The United Kingdom recently withdrew as a member of the European Union, commonly referred to as “Brexit,” effective January 31, 2020.
Violations of these laws could subject us to sanctions or other penalties that could negatively affect our reputation, business and operating results. The United Kingdom withdrew as a member of the European Union, commonly referred to as “Brexit,” effective January 31, 2020.
Also, others may assert rights in, or ownership of, our trademarks and other intellectual property, and we may not be able to successfully resolve these types of conflicts to our satisfaction. In addition, we face additional risks as we continue to expand our business outside the United States.
Also, others may assert rights 15 in, or ownership of, our trademarks and other intellectual property, and we may not be able to successfully resolve these types of conflicts to our satisfaction. In addition, we face additional risks as we continue to expand our business outside the United States.
Conversely, if competitive pressures or other factors prevent us from offsetting increased labor costs by increases in prices, our profitability may decline. 14 Damage or disruption to our distribution or fulfillment centers could have material adverse effects on our operations.
Conversely, if competitive pressures or other factors prevent us from offsetting increased labor costs by increases in prices, our profitability may decline. Damage or disruption to our distribution or fulfillment centers could have material adverse effects on our operations.
Our inability to meet our staffing requirements in the future could impair our ability to increase revenue and could otherwise harm our business. Increases in labor costs, including wages, could adversely impact our operational results, financial condition and results of operations.
Our inability to meet our staffing requirements in the future could impair our ability to increase revenue and could otherwise harm our business. Increases in labor costs, including wages, and labor shortages could adversely impact our operational results, financial condition and results of operations.
To the extent that our vendors are located overseas or, in the case of third-party vendors, rely on overseas sources for a large portion of their products, the following risks may adversely impact our business: • Any event causing a disruption of imports, including the imposition of increased security or regulatory requirements applicable to imported goods, war, public health concerns (including COVID-19), acts of terrorism, natural disasters and port security considerations or labor disputes; • New initiatives may be proposed that may have an impact on the trading status of certain countries and may include retaliatory duties or other trade sanctions that, if enacted, could increase the cost of products purchased from suppliers in such countries or restrict the importation of products from such countries; • Changes to U.S. and foreign trade policies, including the enactment of tariffs, border adjustment taxes, changes resulting from Brexit or increases in duties or quotas applicable to the products we sell that could increase the cost and reduce the supply of products available to us; • Changes resulting from the Russian invasion of Ukraine in February 2022 and from the related sanctions imposed by the United States, the European Union and others; • Changes resulting from the United States-Mexico-Canada Agreement (USMCA); • Significant labor issues, such as strikes or shortage of workers to manage inbound vessels at any of our ports in the United States, which could make it difficult or impossible for us to bring foreign-sourced products into the United States; • Financial or political instability in any of the countries in which the products we purchase are manufactured, if the instability affects the production or export of merchandise from those countries; • A significant disruption in the supply of the fabrics or raw materials used by our vendors in the manufacture of our products, as our vendors may not be able to locate alternative suppliers of materials of comparable quality at an acceptable price, or at all; • Fluctuation in the prices of raw materials, such as cotton and synthetic fabrics, as increases in such costs can increase the cost of merchandise and potentially lead to reduced consumer demand or reduced margins; • The shortage of transportation capacity (such as the availability of inbound ocean containers and vessels, cargo space for inbound airplanes, and trucks to transport products from ports to our distribution facilities) can result in transportation cost premiums and also delay delivery of merchandise to our distribution facilities leading to an increase in markdowns both of which can adversely affect our gross profit; • The cost of fuel is a significant component in transportation costs; therefore, increases in petroleum prices can adversely affect our gross profit; • Increased regulation related to environmental costs, such as carbon taxes and emissions management systems, which could adversely affect our costs of doing business, including utility, transportation and logistics costs; and • Decreases in the value of the U.S. dollar relative to foreign currencies could increase the cost of products we purchase from overseas vendors.
To the extent that our vendors are located overseas or, in the case of third-party vendors, rely on overseas sources for a large portion of their products, the following risks may adversely impact our business: • Any event causing a disruption of imports, including the imposition of increased security or regulatory requirements applicable to imported goods, war, public health concerns (including COVID-19), acts of terrorism, natural disasters and port security considerations or labor disputes; • New initiatives may be proposed that may have an impact on the trading status of certain countries and may include retaliatory duties or other trade sanctions that, if enacted, could increase the cost of products purchased from suppliers in such countries or restrict the importation of products from such countries; • Changes to U.S. and foreign trade policies, including the enactment of tariffs, border adjustment taxes, changes resulting from Brexit or increases in duties or quotas applicable to the products we sell that could increase the cost and reduce the supply of products available to us; • Impacts of the war between Russia and Ukraine and from the related sanctions imposed by the United States, the European Union, United Kingdom and others; • Changes resulting from the United States-Mexico-Canada Agreement (USMCA); • Significant labor issues, such as strikes or shortage of workers to manage inbound vessels at any of our ports in the United States, which could make it difficult or impossible for us to bring foreign-sourced products into the United States; • Financial or political instability in any of the countries in which the products we purchase are manufactured, if the instability affects the production or export of merchandise from those countries; • A significant disruption in the supply of the fabrics or raw materials used by our vendors in the manufacture of our products, as our vendors may not be able to locate alternative suppliers of materials of comparable quality at an acceptable price, or at all; • Fluctuation in the prices of raw materials, such as cotton and synthetic fabrics, as increases in such costs can increase the cost of merchandise and potentially lead to reduced consumer demand or reduced margins; • The shortage of transportation capacity (such as the availability of inbound ocean containers and vessels, cargo space for inbound airplanes, and trucks to transport products from ports to our distribution facilities) can result in transportation cost 10 premiums and also delay delivery of merchandise to our distribution facilities leading to an increase in markdowns both of which can adversely affect our gross profit; • The cost of fuel is a significant component in transportation costs; therefore, increases in petroleum prices can adversely affect our gross profit; • Increased regulation related to environmental costs, such as carbon taxes and emissions management systems, which could adversely affect our costs of doing business, including utility, transportation and logistics costs; and • Decreases in the value of the U.S. dollar relative to foreign currencies could increase the cost of products we purchase from overseas vendors.
Brexit could also result in similar referendums or votes in other European countries in which we do business. The United Kingdom’s withdrawal could adversely impact consumer and investor confidence, particularly in the United Kingdom, and the level of consumer purchases of discretionary items and retail products, including our products.
Brexit could also result in similar referenda or votes in other European countries in which we do business. The United Kingdom’s withdrawal could adversely impact consumer and investor confidence, particularly in the United Kingdom, and the level of consumer purchases of discretionary items and retail products, including our products.
In addition, various governmental authorities in jurisdictions in which we do business regulate the quality and safety of the merchandise we sell.
In addition, various governmental authorities in 16 jurisdictions in which we do business regulate the quality and safety of the merchandise we sell.
Our expansion into markets served by our competitors and entry of new competitors or expansion of existing competitors into our markets could have a material adverse effect on our business, financial condition and results of operations. Our business depends on effective marketing and high customer traffic.
Our expansion into markets served by our competitors and entry of new competitors or expansion of existing competitors into our markets could have a material adverse effect on our business, financial condition and results of operations. Our business depends on effective marketing to drive high customer traffic.
Merchandise purchased for our wholesale operations is managed by our fulfillment centers in Gap, Pennsylvania and Peterborough, England. The merchandise purchased for our Europe retail and digital operations is managed by our omni-channel fulfillment center in Peterborough, England. Merchandise purchased for our Nuuly Rent business is managed by our fulfillment center in Bristol, Pennsylvania.
Merchandise purchased for our wholesale operations is managed by our fulfillment centers in Gap, Pennsylvania and Peterborough, England. The merchandise purchased for our Europe retail and digital operations is managed by our omni-channel fulfillment center in Peterborough, England.
If our third-party vendors fail to comply with our social compliance program, our reputation may be adversely affected. We maintain an Impact Committee (which reports to our Audit Committee and is co-chaired by our Chief Sourcing Officer and Chief Administrative Officer) to set sustainability policies and goals, provide oversight of those policies, and track and report progress toward our goals.
If our third-party vendors fail to comply with our social compliance program, our reputation may be adversely affected. We maintain an Impact Committee, co-chaired by our Chief Sourcing Officer and Chief Administrative Officer and reporting to our Nominating and Governance Committee, to set sustainability policies and goals, provide oversight of those policies, and track and report progress toward our goals.
Further, because many of our corporate and showroom employees are working hybrid office and remote schedules in light of COVID-19, our business may be more vulnerable to cybersecurity breach attempts due to offsite working by employees, increased use of public Wi-Fi and use of office equipment off premises .
Further, because many of our corporate and showroom employees are maintaining hybrid office and remote work schedules, our business may be more vulnerable to cybersecurity breach attempts due to offsite working by employees, increased use of public Wi-Fi and use of office equipment off premises.
In December 2020, the United Kingdom and the European Union entered into an agreement that defines their future 12 relationship, including terms of trade, which will result in new tariffs on goods imported to the United Kingdom from the European Union that were manufactured elsewhere, as well as require additional administrative effort to import and export goods, adding friction and cost to transportation.
In December 2020, the United Kingdom and the European Union entered into an agreement that defines their future relationship, including terms of trade, which resulted in new tariffs on goods imported to the United Kingdom from the European Union that were manufactured elsewhere, and required additional administrative effort to import and export goods, adding friction and cost to transportation.
Customer demand for certain products has and may continue to fluctuate as the pandemic progresses and customer behaviors change, which may challenge our ability to anticipate and/or adjust inventory levels to meet that 8 demand.
Further, customer demand for certain products has and may continue to fluctuate as customer behaviors change as a result of the pandemic, which may challenge our ability to anticipate and/or adjust inventory levels to meet that demand.
The merchandise purchased for our United States and Canadian retail store operations is managed by our distribution centers in Gap, Pennsylvania; Reno, Nevada; and Kansas City, Missouri. Merchandise purchased for our digital operations is managed by our fulfillment centers in Gap, Pennsylvania; Reno, Nevada; and Indiana, Pennsylvania.
The merchandise purchased for our United States and Canadian Retail segment operations is managed by our distribution centers in Gap, Pennsylvania and Reno, Nevada, our fulfillment centers in Gap, Pennsylvania, Reno, Nevada and Indiana, Pennsylvania, and our Retail segment omni-channel fulfillment center in Kansas City, Missouri.
A substantial portion of our merchandise is imported from other countries, see “ We rely significantly on international sources of production. ” If commercial transportation is curtailed or substantially delayed, our business may be adversely impacted, as we may have difficulty shipping merchandise to our distribution and fulfillment centers and stores, as well as fulfilling catalog, website and mobile application orders. 11 Our stores are located in public areas where large numbers of people typically gather.
A substantial portion of our merchandise is imported from other countries, see “ We rely significantly on international sources of production. ” If commercial transportation is curtailed or substantially delayed, our business may be adversely impacted, as we may have difficulty shipping merchandise to our distribution and fulfillment centers and stores, as well as fulfilling catalog, website and mobile application orders.
To the extent that COVID-19 continues to adversely affect the U.S. and global economy, our business, results of operations, cash flows, or financial condition, it may also heighten other risk factors included elsewhere within this “Risk Factors” section of our Form 10-K.
To the extent that COVID-19 continues to adversely affect the U.S. and global economy, our business, results of operations, cash flows, or financial condition, it may also heighten other risk factors included elsewhere within this “Risk Factors” section of our Form 10-K. See Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Current Trends for further discussion.
Unresolved Staff Comments We have no outstanding comments with the staff of the SEC.
Unre solved Staff Comments We have no outstanding comments with the staff of the SEC.
If any of these events were to occur, we may be required to suspend operations in some or all of our stores in the impacted areas, as the COVID-19 pandemic required us to do, which could have a material adverse impact on our business, financial condition and results of operations.
If any of these events were to occur, we may be required to suspend operations in some or all of our stores in the impacted areas, which could have a material adverse impact on our business, financial condition and results of operations. Fluctuations in foreign currency exchange rates could have a material adverse impact on our business.
The working group is comprised of operational management representatives and is responsible for recommending policies and goals to the Impact Committee, implementing policies established by the Impact Committee, and tracking and reporting to the Impact Committee on progress towards goals falling within the working group’s remit.
The working group is comprised of operational management representatives and is responsible for recommending policies and goals to the Impact Committee, implementing policies established by the Impact Committee, and tracking and reporting to the Impact Committee on progress towards goals falling within the working group’s ambit. These policies and goals and their status are published in the Company's Impact Report.
Labor shortages and increased employee turnover could also increase our labor costs. This in turn could lead us to increase prices, which could adversely impact our sales. We are also subject to risks related to other store and distribution and fulfillment center expenses and operational costs.
Labor shortages and increased employee turnover could also increase our labor costs. This in turn could lead us to increase prices, and if customers respond negatively to such price increases, could adversely impact our sales, gross margin and operating income. We are also subject to risks related to other store and distribution and fulfillment center expenses and operational costs.
War, terrorism, civil unrest, other violence, or public health crises may negatively impact availability of merchandise and/or otherwise adversely impact our business. In the event of war (including the recent invasion of Ukraine by Russia), terrorism, civil unrest or other violence, our ability to obtain merchandise available for sale in our stores or on our websites may be negatively impacted.
In the event of war (including the war between Russia and Ukraine), terrorism, civil unrest or other violence, our ability to obtain merchandise available for sale in our stores or on our websites may be negatively impacted.
Our Nuuly Rent business operates in an evolving apparel subscription rental market in which our competitors offer varying types of subscription rental models and products that may have greater appeal to consumers. Our Nuuly Thrift business operates in a developing apparel and accessories resale market in which our competitors have sellers and products that may have greater appeal to consumers.
Our Nuuly Thrift business operates in a developing apparel and accessories resale market in which our competitors have sellers and products that may have greater appeal to consumers.
Although we have not experienced any interruptions or shutdowns of our systems for any material length of time for the reasons described above, such disruptions could lead to delays in our business operations and, if significant, affect our sales and profitability. 13 If we are unable to safeguard against security breaches with respect to our information technology systems, our business and our reputation may be adversely affected.
Although we have not experienced any interruptions or shutdowns of our systems for any material length of time for the reasons described above, such disruptions could lead to delays in our business operations and, if significant, affect our sales and profitability.
If our stores fail to achieve, or are unable to sustain, acceptable revenue, profitability and cash flow levels, we may incur additional store asset impairment charges, significant costs associated with closing those stores or both, which could adversely affect our results of operations and financial condition.
If our stores fail to achieve, or are unable to sustain, acceptable revenue, profitability and cash flow levels, we may incur additional store asset impairment charges, significant costs associated with closing those stores or both, which could adversely affect our results of operations and financial condition. 12 We may not be successful expanding our business internationally and our ability to conduct business in international markets may be adversely affected by legal, regulatory, political, economic, and public health risks.
There is no assurance that we will be able to continue to successfully maintain or expand our digital sales channels and respond to shifting consumer traffic patterns and digital buying trends. Our inability to adequately respond to these risks and uncertainties or successfully maintain and expand our digital business could have an adverse impact on our results of operations.
There is no assurance that we will be able to continue to successfully maintain or expand our digital sales channels and respond to shifting consumer traffic patterns and digital buying trends.
Consumer purchases and rentals of discretionary retail items and specialty retail products, including our products, may decline during recessionary periods and also may decline at other times when disposable income is lower.
Consumer purchases and rentals of discretionary retail items and specialty retail products, including our products, may decline during recessionary periods and also may decline at other times when disposable income is lower. A prolonged economic downturn could have a material adverse impact on our business, financial condition or results of operations.
During the course of business, we obtain and transmit confidential customer, employee, vendor and Company information through our information technology systems. The protection of customer, employee, vendor and Company data is critical.
If we are unable to safeguard against security breaches with respect to our information technology systems, our business and our reputation may be adversely affected. During the course of business, we obtain and transmit confidential customer, employee, vendor and Company information through our information technology systems. The protection of customer, employee, vendor and Company data is critical.
It is difficult to predict near term and/or future economic, capital and credit market conditions and what impact they will have on our business.
The economic conditions may also affect department stores and specialty retail businesses and impact their ability to purchase merchandise from our Wholesale segment. It is difficult to predict near term and/or future economic, capital and credit market conditions and what impact they will have on our business.
The pandemic has resulted in widespread and continuing impacts on the global economy and on our employees, customers, suppliers and other people and entities with which we do business.
Since 2020, the COVID-19 pandemic has resulted in widespread and continuing impacts on the global economy and on our employees, customers, suppliers and other people and entities with which we do business. The pandemic has and may continue to impact the global supply chain, which would negatively affect the flow or availability of our products.
Terrorist attacks, threats of terrorist attacks, civil unrest, or health epidemics and pandemics (such as COVID-19) involving public areas could cause people not to visit areas where our stores are located. In addition, other types of violence in malls or in other public areas could lead to lower customer traffic in areas in which we operate stores.
Our stores are located in public areas where large numbers of people typically gather. Terrorist attacks, threats of terrorist attacks, civil unrest, or health epidemics and pandemics involving public areas could cause people not to visit areas where our stores are located.
In addition, some of our third-party vendors offer products directly to consumers and certain of our competitors. Our Wholesale segment competes with numerous wholesale companies, many of whose products have a wider distribution, based on the quality, fashion and price of its product offerings.
Our Wholesale segment competes with numerous wholesale companies, many of whose products have a wider distribution, based on the quality, fashion and price of its product offerings. Our Nuuly Rent business operates in an evolving apparel subscription rental market in which our competitors offer varying types of subscription rental models and products that may have greater appeal to consumers.
Further, consumer concerns with COVID-19 may continue, which will likely continue to adversely affect foot traffic to our stores. 10 We rely significantly on international sources of production. We receive a substantial portion of our apparel and other merchandise from foreign sources, both purchased directly in foreign markets and indirectly through domestic vendors with foreign sources.
We rely significantly on international sources of production. We receive a substantial portion of our apparel and other merchandise from foreign sources, both purchased directly in foreign markets and indirectly through domestic vendors with foreign sources. The majority of these purchases are settled in U.S. dollars.
See Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview— Current Trends for further discussion. Our reportable segments are sensitive to economic conditions (including inflation), market disruptions and other factors that affect consumer confidence and discretionary spending.
Item 1A. Ris k Factors Macroeconomic and Industry Risks Our reportable segments are sensitive to economic conditions, inflation, market disruptions and other factors that affect consumer confidence and discretionary spending.
If we do not demonstrate progress towards the environmental, social and governance ideals of our customers or such actions are not perceived to be adequate, our reputation and value of our brands could be harmed, which could adversely affect our business, financial performance, and growth. 15 Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial results or financial condition.
Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial results or financial condition.
These factors may affect consumer purchases and rentals of our merchandise and adversely impact our results of operations and continued growth. The economic conditions may also affect department stores and specialty retail businesses and impact their ability to purchase merchandise from our Wholesale segment.
These factors may affect consumer purchases and rentals of our merchandise and adversely impact our results of operations and continued growth. The impacts of inflation could lead us to increase prices, and if customers respond negatively to such price increases, could adversely impact our sales, gross margin and operating income.
Item 1A. Risk Factors Macroeconomic and Industry Risks The Coronavirus pandemic has and will continue to materially and adversely affect our business operations globally.
Any such loss or lack of timely access to these funds could adversely impact our short-term liquidity and operations. 11 The Coronavirus pandemic has and may continue to materially and adversely affect our business operations globally.