false
0001041859
0001041859
2024-05-24
2024-05-24
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,DC 20549
FORM
8-K
CURRENTREPORT
Pursuant to Section 13 or 15(d) of the
S
ecurities Exchange Act of 1934
Date of report (Date of earliest event reported):
May 24, 2024
THE CHILDREN'S PLACE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-23071 31-1241495
(Commission File Number) (IRS Employer Identification No.)
500 Plaza Drive 07094
,
Secaucus
,
New Jersey
(Address of Principal Executive Offices) (Zip Code)
(
201
)
558-2400
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if theForm 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions(
see
General Instruction A.2. below):
.. Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
.. Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
.. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
.. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrantis an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s)230.405 of this chapter)
or Rule 12b-2of the Securities Exchange Act of 1934 ((s)240.12-b-2 of this
chapter).
Emerging growth company
..
If an emerging growth company, indicateby check mark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financialaccounting standards pursuant to Section 13(a) of the
Exchange Act.
..
Securities registered pursuant to Section12(b) of the Act:
Title of each class Trading Name of each exchange on which registered
Symbol(s)
Common Stock, $0.10 par value PLCE NASDAQ Global Select Market
Item 7.01 Regulation FD Disclosure.
On May 24, 2024, The Children's Place, Inc.(the "Company") issued a press
release announcing that Turki S. AlRajhi, Chairman of the Company's Board of
Directorsand Chairman and CEO of Mithaq, the Company's majority shareholder,
issued a letter to shareholders of the Company. A copy of thepress release and
letter to shareholders are attached as Exhibits 99.1 and 99.2, respectively,
to this Current Report on Form 8-K.
In accordance with General Instructions B.2 ofForm 8-K, the information under
this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and
99.2, shall not be deemed"filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilityof that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, except asshall be
expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
Exhibit 99.1 Press Release, dated May 24, 2024, issued by the Company (Exhibit
99.1 is furnished as part of this Current Report on Form 8-K).
Exhibit 99.2 Chairman's Letter to Shareholders dated May 24, 2024, issued by the Company
(Exhibit 99.2 is furnished as part of this Current Report on Form 8-K).
Exhibit 104 Cover Page Interactive Data File - the cover page XBRL
tags are embedded within the Inline XBRL document.
Pursuant to the requirements of the SecuritiesExchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto dulyauthorized.
Date: May 24, 2024
THE CHILDREN'S PLACE, INC.
By: /s/ Jared Shure
Name: Jared Shure
Title: Senior Vice President, General Counsel & Corporate Secretary
2
Exhibit 99.1
THE CHILDREN'S PLACE, INC. ISSUES
CHAIRMAN'S LETTER TO SHAREHOLDERS
SECAUCUS, N.J., May 24, 2024 - The Children'sPlace, Inc. (Nasdaq: PLCE),
an omni-channel children's specialty portfolio of brands with an industry-leadin
g digital-firstmodel, today announced that Turki S. AlRajhi, Chairman of the
Company's Board of Directors and Chairman and CEO of Mithaq, the Company'smajori
ty shareholder, issued a letter to shareholders of The Children's Place, Inc.
In the letter, Mr. AlRajhi provides brief informationabout Mithaq's background
and approach; views on The Children's Place's historical financial
performance; and preliminaryobservations of the Company's strategy going
forward, including capital allocation priorities, operational initiatives and
communicationspractices.
The Chairman's Letter can be found on theCompany's website:
2023-2024 Chairman's Letter to TCP's Shareholders.pdf(childrensplace.com)
About The Children's Place
The Children's Place isan omni-channel children's specialty portfolio of
brands with an industry-leading digital-first model. Its global retail and
wholesalenetwork includes four digital storefronts, more than 500 stores in
North America, wholesale marketplaces and distribution in 16 countriesthrough
six international franchise partners. The Children's Place designs, contracts
to manufacture, and sells fashionable, high-qualityapparel, accessories and
footwear predominantly at value prices, primarily under its proprietary
brands: "The Children's Place", "Gymboree", "Sugar & Jade", and "PJ Place".
For more information, visit: www.childrensplace.comand www.gymboree.com, as
well as the Company's social media channels on Instagram, Facebook, X,
formerly known as Twitter, YouTubeand Pinterest.
Forward Looking Statements
This press releasecontains or may contain forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities LitigationRefor
m Act of 1995, including but not limited to statements relating to the
Company's strategic initiatives and results ofoperations, including adjusted
net income (loss) per diluted share. Forward-looking statements typically are
identified by use ofterms such as "may," "will," "should," "plan," "project,"
"expect," "anticipate," "estimate" and similar words, although some
forward-looking statementsare expressed differently. These forward-looking
statements are based upon the Company's current expectations and assumptionsand
are subject to various risks and uncertainties that could cause actual results
and performance to differ materially. Some ofthese risks and uncertainties are
described in the Company's filings with the Securities and Exchange
Commission, including inthe "Risk Factors" section of its annual report on
Form 10-K for the fiscal year ended February 3, 2024. Included amongthe risks
and uncertainties that could cause actual results and performance to differ
materially are the risk that the Company willbe unable to achieve operating
results at levels sufficient to fund and/or finance the Company's current
level of operationsand repayment of indebtedness, the risk that the Company
will be unsuccessful in gauging fashion trends and changing consumerpreferences,
the risks resulting from the highly competitive nature of the Company's
business and its dependence on consumerspending patterns, which may be
affected by changes in economic conditions (including inflation), the risk
that changes in theCompany's plans and strategies with respect to pricing,
capital allocation, capital structure, investor communications and/oroperations
may have a negative effect on our business, the risk that the Company's
strategic initiatives to increase sales andmargin, improve operational
efficiencies, enhance operating controls, decentralize operational authority
and reshape theCompany's culture are delayed or do not result in anticipated
improvements, the risk of delays, interruptions, disruptions andhigher costs
in the Company's global supply chain, including resulting from disease
outbreaks, foreign sources of supply inless developed countries, more
politically unstable countries, or countries where vendors fail to comply with
industry standards orethical business practices, including the use of forced,
indentured or child labor, the risk that the cost of raw materials orenergy
prices will increase beyond current expectations or that the Company is unable
to offset cost increases through valueengineering or price increases, various
types of litigation, including class action litigations brought under
securities, consumerprotection, employment, and privacy and information
security laws and regulations, the imposition of regulations affecting
theimportation of foreign-produced merchandise, including duties and tariffs,
risks related to the existence of a controllingshareholder, and the
uncertainty of weather patterns. Readers are cautioned not to place undue
reliance on these forward-lookingstatements, which speak only as of the date
they were made. The Company undertakes no obligation to release publicly any
revisionsto these forward-looking statements that may be made to reflect
events or circumstances after the date hereof or to reflect theoccurrence of
unanticipated events.
The Children's Place Contact:
Investor Relations (201) 558-2400 ext. 14500
Exhibit 99.2
T
HE
C
HILDREN
'
S
P
LACE
,I
NC
.
To Our Shareholders:
The full transition of governance of The Children'sPlace, Inc. ("TCP" or the
"Company") was made on March 8, 2024. We took governance in the faith that we
can protectand compound, at a reasonable rate of return, the per-share
intrinsic value of TCP benefitting all fellow shareholders with whom I
amaligned. This letter is intended for
long-term
shareholders who have a serious interest in their holdings as distinguished
fromspeculators. Had our positions been reversed, this Honest-to-God letter
would have been what I wanted.
* * * * * * * * * * * *
Who is Mithaq?
Mithaq Holding Company is a decentralized familyoffice that follows a
disciplined value-investing approach. My partner and fellow TCP board member
Muhammad Asif Seemab and I aspire tomaster Chapters 8 and 20 of Professor
Benjamin Graham's "The Intelligent Investor." We allocate our capital
opportunisticallyto a handful of high-quality public/private businesses
managed by first-class management through full/partial equity stakes
purchasedat less than their intrinsic value as determined by our careful
analysis, emphasizing concentrating on the best ideas and holding themover a
long period or until fruition.
My father, who is also my role model, Saleh A.AlRajhi (1921 - 2011), had no
inherited wealth. Mithaq's wealth, by and large, is the fruit of my father's
toil. Therefore,considering our fiduciary responsibilities and care to
immediate family members who have committed large portions of their net worth
inMithaq, our first job is wealth preservation and, second, to generate a
better-than-average risk-adjusted return to compound total equityvalue over
the longest time possible.
Mithaq's model is autonomy-and-trust ratherthan the more common approach of
command-and-control. Our business model relies more on mutual trust than just
relying on traditionalinternal controls. Our operation is highly decentralized,
and the capital allocation decisions are highly centralized. This mix of
looseand tight is based on trust to an extreme degree. While speaking at the
University of Southern California in 2007, Charlie Munger said
"The highest form that civilization can reach is a seamless web of deserved
trust-not much procedure, just totally reliablepeople correctly trusting one
another."
At Mithaq, we strive to cement our reputationas a great home for founders,
owners, and first-class management. We believe that we champion lifelong
partnerships that are based ontrust-as trust is what works. This simple yet
great virtue has profound implications for business, and life too. This model
is builton bone-deep values, not formulas.
Mithaq Capital SPC, the controlling shareholderof TCP, is an independent
limited-investor, private mutual fund licensed by the Cayman Islands Monetary
Authority. By design, only 15investors can subscribe to the fund and it is not
open to the general public. We use this platform to manage investments (public
equitiesand alternative investments) across the globe, and we serve selected
family and team members only, i.e., no outsiders and we eat our owncooking.
A significant portion of Asif's and almostall my net worth is invested in
Mithaq. Being the largest shareholder translates into sharing the downside as
well as the upside. That'san attitude I admire.
1
When management doesn't share the downside risk,they take risky bets to pursue
big rewards (with a ton of hope, I must add), regardless of the potential
permanent loss of capital.
Like marriage, ownership of a business is a long-termcommitment. Had investing
worked the same way, investors would have set high standards and patiently
waited to cherry-pick the right one.The global village has positioned us
better than our ancestors as we have the advantage of choosing from a much
broader menu across theglobe with a variety of alternative investment options.
The more options we have, the more likely we make high-quality decisions,
andour basic rationale for global investing is that it offers a bigger pond to
fish in.
At Mithaq, we had envisioned that our investingjourney would evolve from
owning partial stakes in businesses to controlling a few fully owned,
high-quality and free-cash-flow generativebusinesses. This will enable us to
control their free cash flows and reinvest them to acquire more high-quality
and free-cash-flow generativebusinesses managed by first-class management.
Time has come to give credit where credit is due.The educational influence we
have had and still have on and through us, from our investing heroes, Messrs.
Warren Buffett and CharlieMunger, is abundant. Their journey evolved from
owning partly owned stakes in businesses to controlling a few fully owned,
high-qualityand free-cash-flow generative businesses.
Although we are going through the same evolutionin our investing journey, and
as much as we aspire to follow our investing heroes, we strive to practice
independent thinking
withoutblindly cloning heroes' investment books.
The decision for this journey and its objectives is anything but straightforward
.
In honor of the late Charlie Munger (1924 -2023), Vice Chairman of Berkshire
Hathaway and Warren Buffett's long-term business partner, or better known by
his children as a "book with legs" the following speech, "How to Guarantee a
Life of Misery," was delivered on June 13, 1986:
"First, be unreliable. Do notfaithfully do what you have engaged to do. If you
will only master this one habit you will more than counterbalance the
combinedeffect of all your virtues, howsoever great. If you like being
distrusted and excluded from the best human contribution and company,this
prescription is for you. Master this one habit and you can always play the
role of the hare in the fable, except that insteadof being outrun by one fine
turtle you will be outrun by hordes and hordes of mediocre turtles and even by
some mediocre turtles oncrutches."
"I must warn you that if youdon't follow my first prescription it may be hard
to end up miserable, even if you start disadvantaged. I had a roommate
incollege who was and is severely dyslexic. But he is perhaps the most
reliable man I have ever known. He has had a wonderful life sofar, outstanding
wife and children, chief executive of a multibillion-dollar corporation."
Reliability is the number one quality in dealingwith people and managing other
people's money. The rewards of being trustworthy, honest and reliable are
infinite. Therefore, we willalways seek to represent all shareholders with
unshakeable reliability and high-quality work standards. However, we urge you
to tamp downyour expectations to avoid any disappointment.
* * * * * * * * * * * *
2
Historical Facts
Below is a summary of selective historical financial dataof The Children's
Place, Inc.:
Gross Return on
Financial Total Cash From SG&A Free Cash Profit After Profit Invested
Year** Revenue* Operations* Expenses* Flows* Tax* Margin* Capital***
2011 1,673,998,976 174,048,000 452,459,008 90,103,000 83,124,000 39.6 % 14.1 %
2012 1,715,862,016 156,103,008 477,424,992 76,339,000 74,345,000 38.4 % 12.4 %
2013 1,809,485,952 205,042,000 510,918,016 114,860,000 63,243,000 38.2 % 10.2 %
2014 1,765,789,056 173,470,000 485,652,992 100,864,000 53,026,000 37.1 % 8.6 %
2015 1,761,324,032 161,410,000 470,686,016 89,198,000 56,888,000 35.3 % 9.4 %
2016 1,725,777,024 182,650,000 469,897,984 140,504,992 57,884,000 36.2 % 10.3 %
2017 1,785,315,968 199,292,000 454,143,008 164,608,000 102,336,000 37.6 % 19.0 %
2018 1,870,274,944 214,383,008 476,486,016 155,726,000 84,698,000 38.0 % 15.7 %
2019 1,938,083,968 139,914,000 498,343,008 68,800,000 100,960,000 35.3 % 26.3 %
2020 1,870,668,008 177,902,000 478,120,000 120,400,000 73,300,000 35.0 % 19.0 %
2021 1,522,598,016 (35,717,000 ) 428,233,984 (66,302,000 ) (140,364,992 ) 21.9 % (42.3 )%
2022 1,915,363,968 133,276,000 459,168,992 103,969,000 187,171,008 41.5 % 41.3 %
2023 1,708,482,048 (8,218,000 ) 460,972,000 (53,795,000 ) (1,138,000 ) 30.1 % 1.7 %
2024 1,602,508,000 92,800,000 447,343,000 65,241,000 (154,541,000 ) 27.8 % (27.8 )%
*: Source: Public filings.
**: Financial Year 2024 meansthe accounting year ended on February 3, 2024
(FY2023 ended on January 28, 2023).
***: Source: Bloomberg. The Invested Capital is adjusted downby the short and
long term operating lease liabilities under ASC 842.
Over the last 14-years, TCP has generated annualnet income ranging from $53
million to $187 million with only a few years of reported losses. Over the
same period, TCP generated annualfree cash flows ranging from $69 million to
$140 million and almost all used to buy back the shares.
Since FY2009, TCP's buybacks amountedto $1.598 billion, and $135 million
distributed through cash dividends. This helped in reducing the share count
from 29.5 million sharesto 12.6 million shares (57.3% net reduction!) after
incorporating shares issued to management under stock-based compensation.
Over the last 14-years, TCP revenue has remainedrelatively flat, while the
number of stores decreased from 995 to 523 (a 47% reduction). E-commerce
revenue as a percentage of total revenuewent up from 9% in FY2011 to 48.3%
(53.9% as a percentage of retail revenue) in FY2024. Despite the significant
shift in revenue channel,SG&A expenses remained relatively flat.
During FY1997 to FY2017 (a span of 20-years),TCP's median gross profit margin
stood at approx. 40% (simple average 39%) vs. 39% of the closest listed peer
in the United States. However,post FY2018, TCP's closest peer has improved its
gross profit margin by 6-7% whereas TCP lost 7%.
DuringFY1999 to FY2012, the inventory turnover, which measures the number of
times the inventory is sold during the year, remained at 5xwhereas during
FY2013 to FY2019, it went down to 3.9x, and post FY2022 it has come down to
sub 3x.
Over the past 14-years, TCP hasspent $952 million on information technology
related costs out of which $534 million is expensed out in P&L and $419
million wascapitalized and is being expensed through depreciation over time.
In the last six years, the average annual IT spend is 4.1% oftotal revenue,
while a typical retail company's net profit margin is around 5-7%.
3
While it is an intangible asset and an accountingmatter, an impairment charge
of $29 million on the Gymboree tradename is recorded in FY2024, primarily due
to an increase in the discountrate and $5.6 million of impairment charges to
stores.
Beyond capex, due to a material shift in the revenuechannel to e-commerce, we
don't believe TCP should require continuous material capital expenditure, and
historically, TCP maintaineda clean balance sheet, with minimal debt except
for a few specific periods. TCP has high exposure to debt currently, and the
net interestexpense was $30 million for FY2024 as compared to $13.2 million
last year.
Over the last 14-years, the return on investedcapital was double-digits in
nine years, single-digits in three years, and negative in two years. We
believe that, over time, a company'sshare price tends to reflect its
underlying operating performance. It's akin to gravity. Thus, over time, an
investor's return would matchthe return that the underlying business earns on
its invested capital.
In the absence of material capital expenditureon a continuous basis, TCP's
core business does not have unlimited capacity to reinvest its retained
earnings. In other words, overthe long run, our expectation is that the
intrinsic value of TCP should be more dependent on how management allocates
its retained earnings.
* * * * * * * * * * * *
Strategy Going Forward
We have no master plan. Master planning worksperfectly in theory but more
often fails in practice. We will always seek to be
opportunistic
, and the present board has enoughskin-in-the-game and will take a more active
role, not only in governance, but also in overseeing management's capital
allocationdecisions. While we have influence as board members, we cannot
eliminate all poor decisions. Even if we execute really well, some thingsjust
take time. Without going into specifics, below are some preliminary
observations on the strategy that we expect management to execute:
Capital Allocation
: Over the long run theintrinsic value of the business depends on how wisely
management allocates capital. Therefore, we will always seek to be
opportunisticand allocate capital thoughtfully and intelligently. Our priority
would be to invest in business growth and use free cash flows to reduceand
ultimately eliminate debt over time. Once TCP is debt-free, we will consider
the best use of capital depending on the opportunitiesat that time. For
example, we would only expect to buy back shares if the market value is
materially lower than the intrinsic value.
Liquidity and Debt
: Beingdebt-averse, wherever it is possible and economically viable, we will
be prioritizing paying back the debt. The size of the runwayof corporations
and investors' time horizons more often shrink under debt. A business selling
affordable products that is unable topass on inflationary pressures to
customers shouldn't be run on debt. Instead, decent liquidity should always be
kept on thebalance sheet of such businesses. We do not want to leave TCP at
the mercy and kindness of lenders who are not aligned withTCP's shareholders.
This is a reason why, when TCP was faced with the possibility of having to
accept what we believe to beoutrageous terms from another prospective lender,
Mithaq stepped in to lend on terms materially more favorable to TCP. TCP will
alsoraise equity capital through a rights offering committed to at the time we
provided our initial TCP rescue financing, which,depending on the market
conditions at the time of the rights offering, will add permanent capital to
and strengthen the balancesheet.
4
Operational Efficiencies
: We will takesteps to examine obtainable operational efficiencies and to
implement disciplined expense management, to build a strong foundation
forlong-term growth. The growth of human capital at headquarters often leads
to the proliferation of unnecessary bureaucracy and complexitythat hampers
innovation, demoralizes talented individuals, and the customer-centric mindset
may take a backseat as internal processesand procedures become the primary
concern. Moreover, unnecessary bureaucracy can lead to frustration among team
members. Talented individualswho thrive in dynamic and autonomous environments
may lose motivation, decrease their productivity, and may even leave. Since
the majorityof total revenue is e-commerce, the quantum of human capital
should be adjusted accordingly.
Operating Controls
: We will take stepsto enhance the operating controls to minimize mistakes and
reduce bureaucracy. A lean management style eliminates costs, speeds
decision-making,and attracts talented individuals with an ownership mentality
who challenge the status quo and periodically evaluate practices for theircost
and benefit. We will implement a zero-based budgeting approach across all
departments so that we identify further opportunities toachieve efficiency. We
will also strive to apply technology-led optimization initiatives to automate
any repetitive tasks to reduce costsand strive for logistics and operational
excellence.
Compensation Structure and Decentralization
:We intend to implement an appropriate performance-based incentive system, in
which business units are incentivized for the factors theycan control and are
not penalized for the factors they can't control. Incentive is the principal
driver of behavior. With properincentives, you get proper outcomes. TCP will
grow leaders internally or hire competent individuals, give them authority,
incentivizethem and leave them alone. Such incentive systems can't be achieved
unless authority is decentralized. We will take steps to delegatetasks to the
responsible individuals and those individuals should shoulder responsibility
for the process and the outcome. This approachmakes team members champion new
ideas. A hands-off approach, responsibility and trust motivate the best.
Culture
: We will take steps to shape aculture where talented individuals i.e.,
intelligent, energetic and ethical who think like owners can prosper. A
decentralized cultureassumes autonomy and that can't be achieved without trust
in team leaders. TCP operates in an industry where one has to continuouslyinnova
te. Innovation can't be achieved without trying multiple things and failing in
the process. TCP will have a culture whereit would be OK to fail as long as
we're learning and improving. We will seek to create a culture that can
attract, empower, retainand incentivize such first-class worthy individuals so
that we sail in the same boat, and maintain a competitive edge in the
ever-evolvingbusiness landscape. Eventually, we will seek for TCP to have a
culture of a seamless web of deserved trust, ownership mentality and asense of
responsibility.
5
No Quarterly Calls and Market Guidance
:To achieve long-term gains, one has to ignore the short-term fluctuations. A
quarter (or even a year for that matter) is too short tojudge management's
performance. Rather, it pushes management to prioritize short-term small wins
at the cost of long-term materialgains. Therefore, TCP does not expect to
conduct quarterly calls or provide quarterly earnings guidance to the market.
This will liberatemanagement from managing the outer scorecard. Rather, they
will spend time on managing the inner scorecard, i.e., the business
performance.This does not mean that management will not have internal goals
about financial metrics. We want management to focus on long-sighted
decisionsand long-term value creation, not on short-sighted decisions and
behaviors to meet or beat quarter-to-quarter earnings guidance.
Transparency and Open Communication
: Weaim to provide you with the information we would desire if our roles were
reversed, and to treat you the way we would want to be treated.We also value
intellectual honesty and are open-minded to changing our beliefs when proven
wrong. We will always prioritize our competitiveadvantage while sharing
information, so we won't disclose anything that will weaken our business moat
unless required by reporting obligations.
In a nutshell, the main objective is to protectand compound, at a reasonable
rate of return, the per-share intrinsic value of TCP following a thoughtful
approach. Meaning, TCP underour governance will take, if it makes sense, some
unconventional steps, i.e., aversion to debt, replacing unnecessary complexity
withsimplicity, not unnecessarily relying on advisors and consultants, no
quarterly calls/guidance, a decentralized management style and leanmanagement
structure, long-term focus, proper compensation structure to align the
interests of management with shareholders, and stewardshipof capital.
The board members have visited TCP headquarters,its distribution center in
Alabama, various warehouses, and a few retail stores and met the senior
leadership team, vice presidents, districtmanagers, and store managers to
identify opportunities to pursue long-term results. The good news is that
we've identified a fewopportunities. We believe some of these can be fixed
quickly but others might take time. Two are outlined below:
(1)
Minimum OrderSize for Free Shipping
: TCP in its whole history offered free shipping without any minimum order
size. This was financially unsustainable,as it resulted in significant losses
on low-value orders. Almost all competitors in the specialty retail industry
apply a minimum ordersize to qualify for free shipping which ranges from $35
to $50. In February 2024, TCP finally implemented a minimum order size of
$20to qualify for free shipping. For value-conscious customers, a free
shipping option is still available through the buy-online-ship-to-store(BOSS)
method. The data suggests that, after factoring in all variable costs, orders
falling within the $20-39.99 range either resultin a loss, breakeven, or yield
a thin profit margin that can only be covered if we earn a sufficient gross
margin. Our analyses suggestthat we have more room to increase the minimum
order threshold while remaining competitive in terms of pricing. Increasing
the minimumorder size to a higher threshold makes economic sense and
management is currently thoughtfully thinking through this decision.
(2)
Expansionand Automation of Distribution Center
: TCP has a total of 120 acres of land in Fort Payne, Alabama, out of which
the South EastDistribution Center (the "SEDC") is built on 16 acres and the
remaining is either parking or unused space. TCP usuallyhas over 53 million
units at peak during the year, out of which only 20 million units can be
stored in the SEDC, 11.8 million unitsat a third-party fulfilment center and
the rest are stored in seven offsite warehouses. TCP pays approximately $15
million in annualrent to this third party and these offsite warehouses. The
SEDC is fairly automated, except for the picking process, which is
laborintensive and requires employees to walk for an average of 7 miles per
day. The fulfillment costs of the third party are higher thanSEDC. Keeping
inventory at multiple locations brings its own inefficiencies (e.g., duplicate
inventory, split shipments, utilities,security, transport, and additional
labor). To address these issues, management will seek proposals to expand and
automize the SEDC.This decision would not only save costs, but also enhance
overall operational efficiency.
6
The implementation of all of the above is noteasy, but we intend to achieve it
v-e-r-y s-l-o-w-l-y so as to best ensure proper implementation and success. In
making decisions, ourfundamental focus will be on long-term results rather
than being swayed by short-term profitability considerations or reacting to
-Wall Street - immediate responses.
Delayed gratification
is a component of compounding wealth, so shareholders'
patience
would be the most logical course…
* * * * * * * * * * * *
Other Information
We seek to follow a tell-it-like-it-is policy,and we reckon, this is the best
form of proper communication and is important, particularly when things do not
go well, which is inevitablefrom time to time. We, like all candid boards and
management, are not infallible.
As your Chairman, I will waive all and any formof future fees and/or salary
and/or compensation. I do not need any financial motivation other than to
enhance the per-share intrinsicvalue of TCP. Mithaq owns a meaningful equity
stake and has also provided unsecured loans to TCP on TCP-favorable terms. If
this levelof exposure and commitment does not motivate us to turn TCP back to
profitability and govern it reliably, nothing else will.
In no way do we guarantee nor promise returns,but rest assured that we are
going to roll up our sleeves and strive to be reliable fiduciaries and work
diligently to uphold this privilege.I am certain we will experience agonizing
periods. Mr. Market
1
will swing TCP'sshare price up and down from time to time and I hope that
shareholders can weather with us through thick and thin.
Our Annual Report on Form 10-K filed with theU.S. Securities and Exchange
Commission ("SEC") sets forth detailed information on our business and our
audited financialstatements. Shareholders can access much of TCP's information
on our corporate website https://corporate.childrensplace.com and the
SEC'sEDGAR website https://www.sec.gov/edgar/.
May 24, 2024 Turki Saleh A. AlRajhi
Chairman of the Board
1 Mr. Market: In 1949, Professor Benjamin Graham coined the term "Mr. Market" in his famousbook, The Intelligent
Investor. He elaborated on this concept in detail in Chapter 8, "The Investor and Market Fluctuations".The
"Mr. Market" metaphor represents the irrational or contradictory traits of the stock market and the risks
of followinggroupthink. The seductive fellow named "Mr. Market" will knock on your door every day and
offer you a price to either buyor sell your interest in a business, and investors have the liberty to either
take the offer or ignore it. "Mr. Market" doesnot express any positive or negative feelings about your
actions. The point is that price and value may disconnect widely, and intelligentinvestors should make
rational decisions and never fall under the influence of "Mr. Market" while buying or selling any business.
7
Forward-Looking Statement
This letter contains or may contain forward-lookingstatements made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995, including but not limitedto statements relating to the Company's
strategic initiatives and results of operations, including adjusted net income
(loss) perdiluted share. Forward-looking statements typically are identified
by use of terms such as "may," "will," "should," "plan," "project," "expect,"
"anticipate," "estimate" and similar words, althoughsome forward-looking
statements are expressed differently. These forward-looking statements are
based upon the Company's currentexpectations and assumptions and are subject
to various risks and uncertainties that could cause actual results and
performance to differmaterially. Some of these risks and uncertainties are
described in the Company's filings with the Securities and Exchange
Commission,including in the "Risk Factors" section of its annual report on
Form 10-K for the fiscal year ended February 3, 2024. Includedamong the risks
and uncertainties that could cause actual results and performance to differ
materially are the risk that the Company willbe unable to achieve operating
results at levels sufficient to fund and/or finance the Company's current
level of operations andrepayment of indebtedness, the risk that the Company
will be unsuccessful in gauging fashion trends and changing consumer
preferences,the risks resulting from the highly competitive nature of the
Company's business and its dependence on consumer spending patterns,which may
be affected by changes in economic conditions (including inflation), the risk
that changes in the Company's plans andstrategies with respect to pricing,
capital allocation, capital structure, investor communications and/or
operations may have a negativeeffect on our business, the risk that the
Company's strategic initiatives to increase sales and margin, improve
operational efficiencies,enhance operating controls, decentralize operational
authority and reshape the Company's culture are delayed or do not result
inanticipated improvements, the risk of delays, interruptions, disruptions and
higher costs in the Company's global supply chain,including resulting from
disease outbreaks, foreign sources of supply in less developed countries, more
politically unstable countries,or countries where vendors fail to comply with
industry standards or ethical business practices, including the use of forced,
indenturedor child labor, the risk that the cost of raw materials or energy
prices will increase beyond current expectations or that the Companyis unable
to offset cost increases through value engineering or price increases, various
types of litigation, including class action litigationsbrought under
securities, consumer protection, employment, and privacy and information
security laws and regulations, the imposition ofregulations affecting the
importation of foreign-produced merchandise, including duties and tariffs,
risks related to the existence ofa controlling shareholder, and the
uncertainty of weather patterns. Readers are cautioned not to place undue
reliance on these forward-lookingstatements, which speak only as of the date
they were made. The Company undertakes no obligation to release publicly any
revisions tothese forward-looking statements that may be made to reflect
events or circumstances after the date hereof or to reflect the occurrenceof
unanticipated events.
8
{graphic omitted}
{graphic omitted}
{graphic omitted}
{graphic omitted}