Hart Stores Inc. Management s Discussion and Analysis

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1 This ( MD&A ) update is current as of September 7, This report should be read in conjunction with Hart Stores Inc. ( the Company ) unaudited interim consolidated financial statements for the six months ended July 31, The MD&A and audited consolidated financial statements for the year ended January 30, 2010, which are available in the Company s 2010 Annual Report, can be obtained from the Company s website at This information as well as additional information relating to the Company, including the Company s Annual Information Form ( AIF ), is available on-line at Forward Looking Statements Certain statements included in this management s discussion and analysis may constitute forward-looking statements within the meaning of the Canadian securities legislation and regulations. Such forward-looking statements involve assumptions and known and unknown risks, uncertainties and other factors, including but not limited to: general economic conditions such as currency exchange rates, interest rates and other factors over which we have no control; the impact of the economy on business conditions, industry trends and other external and political factors in Canada and in other countries where we source products; the intensity of competitive activity; changes in environmental, tax, trade and other laws and regulations; our ability to implement our strategies and plans; changes in customer demand for our products and our ability to grow our business; the seasonality of our business; our ability to attract and retain key personnel; changes in accounting policies; and, disruption to distribution activities due to the impact of weather, natural disasters, system failure and other unforeseen adverse events, which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. You should not place undue reliance on these forward-looking statements, which are made only as of the date of this management s discussion and analysis. We refer you to the Company s section on risk and uncertainties that may affect the Company s future results. Corporate Overview The Company operates a network of 90 mid-sized department stores under the Hart, Bargain Giant and Géant des Aubaines banners located in secondary and tertiary markets throughout Eastern Canada where it has established a dominant position in many of the communities it serves. The stores offer an extensive and differentiated selection of national and exclusive fashion apparel brands as well as family footwear, home furnishings, giftware, toys and seasonal goods. The average store size is 26,000 square feet, ranging from the smallest at 16,000 square feet and the largest at 45,000 square feet. Overall Performance A summary of the interim period ended July 31, 2010 follows: Sales decreased by 0.9% or 0.4 million to 45.9 million for the second quarter and decreased by 0.2% or 0.2 million to 81.0 million for the 26-week period ; Same-store sales decreased by 1.0% for the second quarter and decreased by 0.8% for the 26-week period; Net earnings were 72,000 for the second quarter and net loss was 1.4 million for the 26-week period; Working capital increased by 0.4 million from 31.1 million for the same period last year to 31.5 million this year. 3

2 Results of Operations Sales: Sales decreased by 0.9% in the second quarter reaching 45.9 million. Same store sales during the quarter decreased by 1.0%. There were 90 stores in operation at the end of this period compared to 91 in the prior year. Sales were impacted by higher promotional activities. The Company continues to achieve increases in the sales per transaction. Sales for the 26-week period reached 81.0 million compared to 81.2 million last year, a decrease of 0.2 million or 0.2%. The sales increase from higher sale amount per transaction was more than offset by higher promotional activities. Cost of Sales and Expenses: Cost of sales and expenses increased by 1.1% to 45.0 million compared to 44.5 million for the comparable period last year. The higher cost experienced in the second quarter is primarily attributable to higher promotional activities, higher store occupancy charges and administration expenses. For the 26-week period ending July 31, 2010, cost of sales and expenses increased by 2.9% to 81.5 million compared to 79.2 million for the comparable period last year. The higher cost experienced in the second quarter is primarily attributable to higher promotional activities, higher store occupancy charges and administration expenses. Net Earnings: For the 13-week period ended July 31, 2010, the Company reported net earnings of 72,000 or 0.01 per share compared to net earnings of 1,047,000 or 0.08 per share for the comparable period last year. Last year net earnings were higher due to 850,000 income before tax from an early lease termination of one of the Company location. For the 26-week period ending July 31, 2010, the Company reported net loss of 1,358,000 or 0.10 per share compared to net earnings of 452,000 or 0.03 per share in the previous year. The lower earnings are the result of higher promotional activities and also last year net earnings were including 850,000 income before tax from an early lease termination of one of the Company location. Balance Sheet: The current ratio at the end of the second quarter stood at 1.8:1 and borrowings were 16.4 million mainly as the result of increased capital expenditures and other working capital items, typical for this season. The increase in capital expenditures was principally related to the implementation of a new operating system, new stores and renovations of a location. Current inventory levels were higher than year-end inventories due to the seasonal nature of the business. Compared to the same period last year, inventory levels were 7.6 million lower following management focus on controlling inventory with timely purchases. Inventory levels are sufficient to address the seasonal demand. Comparable store inventory was lower by 6.9 million. Shareholders equity at the end of the second quarter was 48.4 million same as the comparable period last year. The book value amounted to 3.54 per share compared to 3.55 per share for the comparable period last year. 4

3 Risk & Uncertainties The Company is exposed to various external risk factors and uncertainties that may affect the performance of the Company. Management has the responsibility of mitigating these risks to the extent possible. The risks and uncertainties faced by the Company are substantially the same as those disclosed in the MD&A section of its 2010 Annual Report. The Company is exposed to fluctuations in interest rate levels. Interest payable under the terms of revolving credit facility is based on a variable rate; as such the Company is exposed to interest rate fluctuations. Each 1% change in interest rate would approximate to 100,000 on net earnings based on historical borrowing levels. The Company purchases goods mainly in Canadian dollar currency and performs approximately 10 to 15 million in US dollar denominated currency transactions per annum. The foreign exchange direct risk is limited due to the marginal volume of foreign currency transactions in relation to the Company s total volume. Hart Stores Inc. evaluates the risk associated with the US currency and may decide to cover some of the risk by using various hedging instruments available with established Canadian financial institutions, as covered by its foreign exchange policy. The Company is also exposed to indirect impact of the US and other currencies worldwide as it sources its products from local vendors. Some vendors are exposed to foreign currency fluctuations which may in return impact Hart Stores Inc. The Company alleviates this risk by entering into pricing agreements with its vendors. Cash Flow & Capital Resources As at July 31, 2010, the Company held 4.0 million in cash and cash equivalents compared to 6.1 million in the previous year for the comparable period. The Company s primary financial resources have been from operations and from time to time borrowings under the revolving credit agreement with Wells Fargo Capital Finance. Under the terms of the credit facility the Company can borrow up to a maximum of 50 million, dependent on inventory levels, at a variable interest rate. As at July 31, 2010, 16.4 million of the available credit facility was utilized (33.6 million remained available) compared to 21.5 million in the comparable period the previous year. The principal uses have been to finance inventory requirement, store openings and renovations as well as other working capital requirements. The decrease is mainly attributable to improved inventory management reducing the borrowing needs. As at July 31, 2010, the minimum rentals payable under long-term operating leases, exclusive of certain operating costs and the repayments of Mortgage principal for which the Company is responsible, were as follows: (in thousands of dollars) Operating leases Long-term debt Less than 1 year 10, years 18, years 13, After 5 years 8,578 6,269 51,852 7,562 Certain of the lease agreements provide for additional annual rentals based on sales. The Company believes that it has adequate financial resources to meet its contractual obligations. 5

4 Off-Balance Sheet Arrangements The Company does not have off-balance sheet arrangements as at July 31, Transactions with Related Parties H & N Family Subco Inc. is the beneficial holder of the majority of the outstanding common shares of the Company, holding approximately 60.0% of the common shares of the Company. In the ordinary course of business the Company purchases goods and services from companies that are also controlled by H & N Family Subco Inc. Transactions with a common controlled entity occurred within the normal course of business and have been measured at their exchange amount. Total transactions, for the 26-week period, that related to common controlled entities were 581,310. Critical Accounting Estimates The preparation of the financial statements requires the Company to estimate the effect of various matters that are inherently uncertain as of the date of the financial statements. Inherent critical estimates that the Company has recorded include the valuation of merchandise inventory. The Company records a provision to reflect management s best estimate of the net realizable value of its merchandise inventory. Outstanding Share Data and Dividends The Company has authorized an unlimited number of Class A and B preferred shares to be issued in series and common shares. The common shares of the Company are publicly traded on the Toronto Stock Exchange under the symbol HIS. The Company has 13,662,296 common shares issued and outstanding as at July 31, The Board of Directors has decided not to declare a dividend at this time. Quarterly Information: (in thousands of dollars, except per share amounts) Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3 Sales 45,941 35,041 53,607 44,626 46,270 34,959 56,770 46,183 Other income Net Earnings (Loss) 72 (1,430) ,047 (595) (1,033) 757 Earnings (loss) per share: Basic 0.01 (0.10) (0.04) (0.08) 0.06 Diluted 0.01 (0.10) (0.04) (0.08)

5 Future accounting standards International Financial Reporting Standards The Accounting Standards Board of Canada (AcSB) will converge Canadian GAAP for publicly accountable enterprises with International Financial Reporting Standards ( IFRS ) over a transition period that will end January 1, 2011 with the adoption of IFRS. The changeover date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, IFRS are applicable to the Company s interim and fiscal year beginning January 30, IFRS uses a conceptual framework similar to Canadian GAAP, but there are significant differences in recognition, measurement and disclosure requirements. As a result, the Company has established a changeover plan to convert to these new standards according to the timetable set with these new rules. An implementation team has been created and third party advisors have been engaged to provide guidance. The Company completed the scoping and diagnostic phase in the last quarter of fiscal 2010 and is now in the impact analysis and design phase. The Company s analysis of IFRS s in comparison to Canadian GAAP has identified a number of differences. At this time, the impact on the Company s future financial position and results of operations is still being reviewed. The Company will continually review and adjust the changeover plan to ensure the implementation process properly addresses the key elements of the plan. Section 1582, Business Combinations. This new Section will be applicable to business combinations for which the acquisition date is on or after the Company s interim and fiscal year beginning January 30, Early adoption is permitted. This section improves the relevance, reliability and comparability of the information that a reporting entity provides in its financial statements about a business combination and its effects. The Company has not yet determined the impact of the adoption of this new Section on its consolidated financial statements. Section 1601, Consolidated financial statements This new Section will be applicable to financial statements relating to the Company s interim and fiscal year beginning on or after January 30, Early adoption is permitted. This section establishes standards for the preparation of consolidated financial statements. The Company has not yet determined the impact of the adoption of this new Section on its consolidated financial statements. Section 1602, Non-Controlling interests. This new Section will be applicable to financial statements relating to the Company s interim and fiscal year beginning on or after January 30, Early adoption is permitted. This section establishes standards for accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination. The Company has not yet determined the impact of the adoption of this Section on its consolidated financial statements. Controls and Procedures Changes in internal control over financial reporting During the second quarter of fiscal 2011, there have been no changes in the Company s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company s financial reporting. 7

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