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EX-32.1 - EXHIBIT 32.1 - TILLY'S, INC.q32018ex321.htm
EX-31.2 - EXHIBIT 31.2 - TILLY'S, INC.q32018ex312.htm
EX-31.1 - EXHIBIT 31.1 - TILLY'S, INC.q32018ex311.htm

 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________________________________________ 
FORM 10-Q 
 __________________________________________________ 
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 3, 2018
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-35535 
__________________________________________________ 
TILLY’S, INC.
(Exact name of Registrant as specified in its charter) 
__________________________________________________ 
 
Delaware
 
45-2164791
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
10 Whatney
Irvine, CA 92618
(Address of principal executive offices)
(949) 609-5599
(Registrant’s telephone number, including area code)
 __________________________________________________ 
 
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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
 
¨

  
Accelerated filer
 
x
 

 
 
 
 
Non-accelerated filer
 
¨  
  
Smaller reporting company
 
x
 

 
 
 
 
 
 
 
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 Exchange Act Rule 12b-2)    Yes  ¨    No  x
As of November 30, 2018, the registrant had the following shares of common stock outstanding:
Class A common stock $0.001 par value
21,536,199

Class B common stock $0.001 par value
7,944,108

 
 
 
 
 



TILLY’S, INC.
FORM 10-Q
For the Quarterly Period Ended November 3, 2018
Index
 
 
 
Page
 
Item 1.
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 6.
 
 
 
 



3


Part I. Financial Information
 
Item 1. Financial Statements (Unaudited)
TILLY’S, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
(Unaudited)
 
 
November 3,
2018
 
February 3,
2018
 
October 28,
2017
ASSETS
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
$
24,751

 
$
53,202

 
$
38,912

Marketable securities
95,766

 
82,750

 
82,961

Receivables
7,633

 
4,352

 
3,647

Merchandise inventories
71,488

 
53,216

 
62,242

Prepaid expenses and other current assets
10,707

 
9,534

 
9,759

Total current assets
210,345

 
203,054

 
197,521

Property and equipment, net
78,679

 
83,321

 
87,576

Other assets
3,667

 
3,736

 
7,805

Total assets
$
292,691

 
$
290,111

 
$
292,902

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Accounts payable
$
34,352

 
$
21,615

 
$
27,329

Accrued expenses
19,895

 
22,731

 
31,854

Deferred revenue
7,172

 
10,879

 
8,335

Accrued compensation and benefits
8,690

 
6,119

 
6,005

Dividends payable

 
29,067

 

Current portion of deferred rent
5,466

 
5,220

 
5,762

Capital lease obligation

 

 
155

Total current liabilities
75,575

 
95,631

 
79,440

Long-term portion of deferred rent
31,624

 
31,340

 
31,377

Other
1,997

 
2,715

 
2,955

Total liabilities
109,196

 
129,686

 
113,772

Commitments and contingencies (Note 5)

 

 

Stockholders’ equity:
 
 
 
 
 
Common stock (Class A), $0.001 par value; 100,000 shares authorized; 21,536, 14,927 and 14,357 shares issued and outstanding, respectively
21

 
15

 
14

Common stock (Class B), $0.001 par value; 35,000 shares authorized; 7,944, 14,188 and 14,488 shares issued and outstanding, respectively
8

 
14

 
15

Preferred stock, $0.001 par value; 10,000 shares authorized; no shares issued or outstanding

 

 

Additional paid-in capital
149,141

 
143,984

 
140,240

Retained earnings
34,111

 
16,398

 
38,765

Accumulated other comprehensive income
214

 
14

 
96

Total stockholders’ equity
183,495

 
160,425

 
179,130

Total liabilities and stockholders’ equity
$
292,691

 
$
290,111

 
$
292,902

The accompanying notes are an integral part of these consolidated financial statements.


4


TILLY’S, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
 
 
Three Months Ended
 
Nine Months Ended
 
November 3,
2018
 
October 28,
2017
 
November 3,
2018
 
October 28,
2017
Net sales
$
146,826

 
$
152,824

 
$
427,866

 
$
412,581

Cost of goods sold (includes buying, distribution, and occupancy costs)
103,170

 
102,730

 
299,127

 
288,653

Gross profit
43,656

 
50,094

 
128,739

 
123,928

Selling, general and administrative expenses
36,919

 
35,982

 
108,193

 
111,384

Operating income
6,737

 
14,112

 
20,546

 
12,544

Other income, net
585

 
375

 
1,457

 
810

Income before income taxes
7,322

 
14,487

 
22,003

 
13,354

Income tax expense
1,967

 
5,730

 
5,737

 
5,354

Net income
$
5,355

 
$
8,757

 
$
16,266

 
$
8,000

Basic income per share of Class A and Class B common stock
$
0.18

 
$
0.30

 
$
0.56

 
$
0.28

Diluted income per share of Class A and Class B common stock
$
0.18

 
$
0.30

 
$
0.55

 
$
0.28

Weighted average basic shares outstanding
29,373

 
28,782

 
29,221

 
28,746

Weighted average diluted shares outstanding
30,075

 
29,031

 
29,746

 
28,954

The accompanying notes are an integral part of these consolidated financial statements.


5


TILLY’S, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
 
 
Three Months Ended
 
Nine Months Ended
 
November 3,
2018
 
October 28,
2017
 
November 3,
2018
 
October 28, 2017
Net income
$
5,355

 
$
8,757

 
$
16,266

 
$
8,000

Other comprehensive income (loss):
 
 
 
 
 
 
 
Net change in unrealized gain (loss) on available-for-sale securities, net of tax
127

 
(6
)
 
200

 
30

Other comprehensive income (loss)
127

 
(6
)
 
200

 
30

Comprehensive income
$
5,482

 
$
8,751

 
$
16,466

 
$
8,030

The accompanying notes are an integral part of these consolidated financial statements.


6


TILLY’S, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)
 
 
Number of Shares
 
 
 
 
 
 
 
 
 
 
 
Common
Stock
(Class A)
 
Common
Stock
(Class B)
 
Common
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income
 
Total
Stockholders’
Equity
Balance at February 3, 2018
14,927

 
14,188

 
$
29

 
$
143,984

 
$
16,398

 
$
14

 
$
160,425

Cumulative-effect adjustment from adoption of ASC 606 (Note 2)

 

 

 

 
1,447

 

 
1,447

Net income

 

 

 

 
16,266

 

 
16,266

Restricted stock vesting
52

 

 

 

 

 

 

Taxes paid in lieu of shares issued
(10
)
 

 

 
(111
)
 

 

 
(111
)
Shares converted by founders
6,244

 
(6,244
)
 

 

 

 

 

Share-based compensation expense

 

 

 
1,662

 

 

 
1,662

Employee exercises of stock options
323

 

 

 
3,606

 

 

 
3,606

Change in unrealized gain on available-for-sale securities

 

 

 

 

 
200

 
200

Balance at November 3, 2018
21,536

 
7,944

 
$
29

 
$
149,141

 
$
34,111

 
$
214

 
$
183,495

The accompanying notes are an integral part of these consolidated financial statements.


7


TILLY’S, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Nine Months Ended
 
November 3,
2018
 
October 28,
2017
Cash flows from operating activities
 
 
 
Net income
$
16,266

 
$
8,000

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
16,966

 
17,644

Share-based compensation expense
1,662

 
1,773

Impairment of assets
786

 
848

Loss on disposal of assets
11

 
170

Gain on marketable securities
(983
)
 
(510
)
Deferred income taxes
(419
)
 
(1,194
)
Changes in operating assets and liabilities:
 
 
 
Receivables
(3,281
)
 
342

Merchandise inventories
(18,462
)
 
(14,474
)
Prepaid expenses and other assets
(1,290
)
 
(777
)
Accounts payable
12,859

 
9,177

Accrued expenses
(6,403
)
 
4,202

Accrued compensation and benefits
2,571

 
(1,254
)
Deferred rent
530

 
(4,394
)
Deferred revenue
(1,534
)
 
(1,868
)
Net cash provided by operating activities
19,279

 
17,685

Cash flows from investing activities
 
 
 
Purchase of property and equipment
(10,394
)
 
(9,716
)
Purchases of marketable securities
(116,442
)
 
(112,612
)
Maturities of marketable securities
104,678

 
85,134

Net cash used in investing activities
(22,158
)
 
(37,194
)
Cash flows from financing activities
 
 
 
Dividends paid
(29,067
)
 
(20,080
)
Proceeds from exercise of stock options
3,606

 
288

Taxes paid in lieu of shares issued for share-based compensation
(111
)
 
(101
)
Payment of capital lease obligation

 
(680
)
Net cash used in financing activities
(25,572
)
 
(20,573
)
Change in cash and cash equivalents
(28,451
)
 
(40,082
)
Cash and cash equivalents, beginning of period
53,202

 
78,994

Cash and cash equivalents, end of period
$
24,751

 
$
38,912

Supplemental disclosures of cash flow information
 
 
 
Interest paid
$
11

 
$
25

Income taxes paid
$
6,585

 
$
4,719

Supplemental disclosure of non-cash activities
 
 
 
Unpaid purchases of property and equipment
$
2,727

 
$
7,303

The accompanying notes are an integral part of these consolidated financial statements.


8



TILLY’S, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Description of the Company and Basis of Presentation
Tillys is a leading destination specialty retailer of casual apparel, footwear and accessories for young men, young women, boys and girls with an extensive assortment of iconic global, emerging, and proprietary brands rooted in an active and social lifestyle. Tillys is headquartered in Irvine, California and we operated 227 stores, including four RSQ-branded pop-up stores, in 33 states as of November 3, 2018. Our stores are located in malls, lifestyle centers, ‘power’ centers, community centers, outlet centers and street-front locations. Customers may also shop online, where we feature the same assortment of products as carried in our brick-and-mortar stores, supplemented by additional online-only styles. Our goal is to serve as a destination for the latest, most relevant merchandise and brands important to our customers.
The Tillys concept began in 1982, when our co-founders, Hezy Shaked and Tilly Levine, opened their first store in Orange County, California. Since 1984 the business has been conducted through World of Jeans & Tops, a California corporation, or “WOJT”, which operates under the name “Tillys”. In May 2011, Tilly’s, Inc., a Delaware corporation, was formed solely for the purpose of reorganizing the corporate structure of WOJT in preparation for an initial public offering. As part of the initial public offering in May 2012, WOJT became a wholly owned subsidiary of Tilly's, Inc.
As used in these Notes to the Consolidated Financial Statements, except where the context otherwise requires or where otherwise indicated, the terms "the Company", "World of Jeans and Tops", "WOJT", "we", "our", "us" and "Tillys" refer to WOJT before our initial public offering, and to Tilly's, Inc. and its subsidiary after our initial public offering.
We have prepared the accompanying unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial reporting. These unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted from this Quarterly Report on Form 10-Q as is permitted by SEC rules and regulations.
In the opinion of management, the accompanying unaudited consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows for the interim periods presented. The results of operations for the three and nine months ended November 3, 2018 and October 28, 2017 are not necessarily indicative of results to be expected for the full fiscal year. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended February 3, 2018 ("fiscal 2017").
Fiscal Periods
Our fiscal year ends on the Saturday closest to January 31. References to fiscal 2018 refer to the fiscal year ending February 2, 2019. References to the fiscal quarters ended November 3, 2018 and October 28, 2017 refer to the three and nine months ended as of those dates.
Note 2: Summary of Significant Accounting Policies
Information regarding our significant accounting policies is contained in Note 2, “Summary of Significant Accounting Policies”, of the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended February 3, 2018.
Recently Adopted Accounting Standard
On February 4, 2018, we adopted Financial Accounting Standards Board (the "FASB") Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers ("ASC 606"), using the modified retrospective transition method, which under ASC 606, means the standard applies retrospectively with the cumulative effect recognized in the opening retained earnings balance in fiscal 2018. Comparative information for the prior year fiscal periods have not been adjusted and continues to be reported under the previous standard ASC 605. Under ASC 606, revenue is recognized when control of promised goods or services is transferred to our customers at an amount we expect to be entitled to in exchange for those goods or services. The adoption of this standard requires us to recognize gift card breakage income in proportion to redemptions as they occur. The new guidance also requires enhanced disclosures, such as disaggregation of revenues and revenue recognition policies that require significant judgment and identification of performance obligations to customers.


9


The adoption of ASC 606 resulted in a net cumulative effect adjustment that increased the opening balance of retained earnings by approximately $1.4 million, as well as the following impacts:
Breakage revenue is now recognized over time in proportion to actual customer redemptions. Breakage revenue was previously recognized two full fiscal years after the gift cards were activated when the probability of redemption was considered remote.
Revenue for merchandise shipped to the customer from a distribution center or store is now recognized at the shipping point, whereas it was previously recognized upon customer receipt.
The impact of the adoption of ASC 606 on the Consolidated Balance Sheet as of November 3, 2018 was as follows (in thousands):
 
As reported
 
Balances without adoption of ASC 606
 
Effect of Adoption
Increase (Decrease)
Merchandise inventories
$
71,488

 
$
72,065

 
$
(577
)
Other assets
3,667

 
4,203

 
(536
)
Accrued expenses
19,895

 
19,758

 
137

Deferred revenue
7,172

 
10,336

 
(3,164
)
Retained earnings
34,111

 
32,283

 
1,828


The impact of the adoption of ASC 606 on our Consolidated Statements of Operations for the three and nine months ended November 3, 2018 was as follows (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
As reported
 
Balances without adoption of ASC 606
 
Effect of Adoption
Increase (Decrease)
 
As reported
 
Balances without adoption of ASC 606
 
Effect of Adoption
Increase (Decrease)
Net sales
$
146,826

 
$
147,449

 
$
(623
)
 
$
427,866

 
$
426,961

 
$
905

Cost of goods sold
103,170

 
103,403

 
(233
)
 
299,127

 
298,740

 
387

Gross profit
43,656

 
44,046

 
(390
)
 
128,739

 
128,221

 
518


Revenue Recognition
Revenue is recognized for store sales when the customer receives and pays for the merchandise at the register, net of estimated returns. Taxes collected from our customers are recorded on a net basis. For e-commerce sales, we recognize revenue, net of sales taxes and estimated sales returns, and the related cost of goods sold at the time the merchandise is shipped to the customer. Amounts related to shipping and handling that are billed to customers are reflected in net sales, and the related costs are reflected in cost of goods sold in the Consolidated Statements of Operations.
The following table summarizes net sales from our retail stores and e-commerce (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
November 3,
2018
 
October 28,
2017
 
November 3,
2018
 
October 28,
2017
Retail stores
$
125,590

 
$
133,828

 
$
371,825

 
$
360,480

E-commerce
21,236

 
18,996

 
56,041

 
52,101

Total net sales
$
146,826

 
$
152,824

 
$
427,866

 
$
412,581

We accrue for estimated sales returns by customers based on historical sales return results. As of November 3, 2018, February 3, 2018 and October 28, 2017, our reserve for sales returns was $1.3 million, $1.1 million and $1.1 million, respectively.


10


We recognize revenue from gift cards as they are redeemed for merchandise. Prior to redemption, we maintain a current liability for unredeemed gift card balances. The customer liability balance was $5.6 million, $9.2 million and $6.9 million as of November 3, 2018, February 3, 2018 and October 28, 2017, respectively, and is included in deferred revenue on the accompanying Consolidated Balance Sheets. Our gift cards do not have expiration dates and in most cases there is no legal obligation to remit unredeemed gift cards to relevant jurisdictions. Based on actual historical redemption patterns, we determined that a small percentage of gift cards are unlikely to be redeemed (which we refer to as gift card “breakage”). Based on our historical gift card breakage rate, we recognize breakage revenue over the redemption period in proportion to actual gift card redemptions. Revenue recognized from gift cards was $2.8 million and $10.0 million for the three and nine months ended November 3, 2018, respectively, and $3.1 million and $11.0 million for the three and nine months ended October 28, 2017, respectively.
We have a customer loyalty program where customers accumulate points based on purchase activity. Once a loyalty member achieves a certain point level, the member earns awards that may be redeemed for merchandise. Unredeemed awards and accumulated partial points are accrued as deferred revenue and awards redeemed by the member for merchandise are recorded as an increase to net sales. We expire unredeemed awards after 45 days from date of issuance and accumulated partial points 365 days after the last purchase activity. A liability is estimated based on the standalone selling price of awards and partial points earned and estimated redemptions. The deferred revenue for this program was $1.6 million, $1.2 million and $1.1 million as of November 3, 2018, February 3, 2018 and October 28, 2017, respectively. Revenue recognized from our loyalty program was $0.5 million and $1.2 million for the three and nine months ended November 3, 2018, respectively, and $0.6 million and $1.1 million for the three and nine months ended October 28, 2017, respectively.
Income taxes
The Securities and Exchange Commission has issued interpretive guidance under Staff Accounting Bulletin No. 118 ("SAB 118") that allows for a measurement period up to one year after the recently enacted U.S. Tax Cuts and Jobs Act of 2017 to finalize the recording of the related tax impacts. We have not made any provision adjustments during the nine months ended November 3, 2018. We are continuing to assess the final impact of the guidance which we expect to complete within the one-year time frame provided by SAB 118.

New Accounting Standards Not Yet Adopted
In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC 842). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months, regardless of lease classification. ASC 842 will become effective for us on February 3, 2019 and we expect to adopt the standard using the additional transition method on that date. By electing the transition method of adoption, we will not be required to recast our comparative financial statements or provide disclosures required by the new standard for comparative periods. We currently expect to elect the 'package of practical expedients', which allows us not to continue to reassess our previous conclusions about lease identification, lease classification and initial direct costs. In addition, we currently expect to elect the practical expedient to not separate lease and non-lease components for all of our leases. We do not expect to elect the use of the hindsight practical expedient. We expect the adoption of ASC 842 to have a material effect on our financial statements. While we are still in the process of evaluating the impact on our consolidated financial statements, we currently expect that the most significant effects will relate to (1) the recognition of right-of-use assets and lease liabilities on our balance sheet for our retail store, distribution warehouse and corporate office operating leases; (2) the recognition of lease expense associated with the inclusion of non-lease components in our minimum rental payments; and (3) the significant new quantitative and qualitative disclosure requirements. We do not expect a significant change in our lease portfolio between now and adoption. During the fiscal year ended February 1, 2020, we currently expect to recognize additional occupancy expense of approximately $2 million as a result of adopting ASC 842.
In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which modifies or replaces existing models for impairment of trade and other receivables, debt securities, loans, beneficial interests held as assets, purchased-credit impaired financial assets and other instruments. The new standard requires entities to measure expected losses over the life of the asset and recognize an allowance for estimated credit losses upon recognition of the financial instrument. ASU 2016-13 will become effective for us in the first quarter of fiscal 2020, with early adoption permitted and must be adopted using the modified retrospective method. We are in the process of evaluating the impact of adopting the new standard on our consolidated financial statements and related disclosures.


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Note 3: Marketable Securities
Marketable securities as of November 3, 2018 consisted of commercial paper, classified as available-for-sale, and fixed income securities, classified as held-to-maturity as we have the intent and ability to hold them to maturity. Our investments in commercial paper and fixed income securities are recorded at fair value and amortized cost, respectively, which approximates fair value. All of our marketable securities are less than one year from maturity.
The following table summarizes our investments in marketable securities at November 3, 2018, February 3, 2018 and October 28, 2017 (in thousands):
 
November 3, 2018
 
Cost or
Amortized Cost
 
Gross Unrealized
Holding Gains
 
Estimated
Fair Value
Commercial paper
$
64,247

 
$
293

 
$
64,540

Fixed income securities
31,226

 

 
31,226

 
$
95,473

 
$
293

 
$
95,766

 
 
 
 
 
 
 
February 3, 2018
 
Cost or
Amortized Cost
 
Gross Unrealized
Holding Gains
 
Estimated
Fair Value
Commercial paper
$
59,566

 
$
23

 
$
59,589

Fixed income securities
23,119

 
42

 
23,161

 
$
82,685

 
$
65

 
$
82,750

 
 
 
 
 
 
 
October 28, 2017
 
Cost or
Amortized Cost
 
Gross Unrealized
Holding Gains
 
Estimated
Fair Value
Commercial paper
$
59,607

 
$
161

 
$
59,768

Fixed income securities
23,193

 

 
23,193

 
$
82,800

 
$
161

 
$
82,961

We recognized gains on investments for commercial paper that matured during the three and nine months ended November 3, 2018 and October 28, 2017. Upon recognition of the gains, we reclassified these amounts out of Accumulated Other Comprehensive Income and into “Other income, net” on the Consolidated Statements of Operations.
The following table summarizes our gains on investments for commercial paper (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
November 3,
2018
 
October 28,
2017
 
November 3,
2018
 
October 28,
2017
Gains on investments
$
213

 
$
182

 
$
648

 
$
397


Note 4: Line of Credit
Our amended and restated credit agreement with Wells Fargo Bank, N.A. (the "Bank") provides for a $25.0 million revolving line of credit with a maturity date of June 26, 2020. The interest rate charged on borrowings is selected at our discretion at the time of draw between the London Interbank Offered Rate, plus 0.75%, or at the Bank’s prime rate. The agreement allows for the declaration and payment of dividends or distributions to stockholders, subject to certain limitations. On February 20, 2018 and February 24, 2017, we paid a special cash dividend of $1.00 per share and $0.70 per share, respectively, to all holders of record of issued and outstanding shares of both our Class A and Class B common stock. The line of credit is secured by substantially all of our assets. As a sub-feature under the credit agreement, the Bank may also issue stand-by and/or commercial letters of credit up to $15.0 million.


12


We are required to maintain certain financial and non-financial covenants in accordance with the line of credit. The financial covenants require certain levels of leverage and profitability, such as (i) income before income taxes must not to be less than $1.0 million (calculated at the end of each fiscal quarter on a trailing 12-month basis), (ii) a maximum ratio of 4.00 to 1.00 as of each quarter end for “Funded Debt to EBITDAR”, defined as the sum of total debt, capital leases and annual rent expense multiplied by six divided by the sum of net income, interest expense, taxes, depreciation, amortization and annual rent expense on a trailing 12-month basis, and (iii) requires minimum eligible inventory, cash, cash equivalents and marketable securities totaling $50.0 million as of the end of each quarter. In addition, maximum investment in fixed assets in any fiscal year must not exceed $50.0 million.
In September 2018, we entered into an amendment to increase our standby letter of credit from $750,000 to $1,075,000. The letter of credit was established for security against insurance claims as required by our workers' compensation insurance policy.  There has been no activity or borrowings under this letter of credit since its inception.
As of November 3, 2018, we were in compliance with all of our covenants and had no outstanding borrowings under the revolving credit facility.
Note 5: Commitments and Contingencies
From time to time, we may become involved in lawsuits and other claims arising from our ordinary course of business. We are currently unable to predict the ultimate outcome, determine whether a liability has been incurred or make an estimate of the reasonably possible liability that could result from an unfavorable outcome because of the uncertainties related to the incurrence, amount and range of loss on any pending litigation or claim. Because of the unpredictable nature of these matters, we cannot provide any assurances regarding the outcome of any litigation or claim to which we are a party or that the ultimate outcome of any of the matters threatened or pending against us, including those disclosed below, will not have a material adverse effect on our financial condition, results of operations or cash flows.
Juan Carlos Gonzales, on behalf of himself and all others similarly situated, v. Tilly’s Inc. et al, Superior Court of California, County of Orange, Case No. 30-2017-00948710-CU-OE-CXC.  In October 2017, the plaintiff filed a putative class action against us, alleging various violations of California’s wage and hour laws.  The complaint seeks class certification, unspecified damages, unpaid wages, penalties, restitution, interest, and attorneys’ fees and costs.  In December 2017, we filed an answer to the complaint, denying all of the claims and asserting various defenses. In April 2018, the plaintiff filed a separate action under the Private Attorneys General Act (PAGA) against us seeking penalties on behalf of himself and other similarly situated employees for the same alleged violations of California's wage and hour laws.  We requested the plaintiff to dismiss the class action claims based on an existing class action waiver in an arbitration agreement which plaintiff signed with our co-defendant, BaronHR, the staffing company that employed plaintiff to work at the Company. In June 2018, the plaintiff's class action complaint was dismissed. We have defended this case vigorously, and will continue to do so.


13


Lauren Minniti, on behalf of herself and all others similarly situated, v. Tilly’s, Inc., United States District Court, Southern District of Florida, Case No. 0:17-cv-60237-FAM.  On January 30, 2017, the plaintiff filed a putative class action lawsuit against us, alleging violations of the Telephone Consumer Protection Act of 1991 (the “TCPA”).  Specifically, the complaint asserted a violation of the TCPA for allegedly sending unsolicited automated messages to the cellular telephones of the plaintiff and others.  The complaint sought class certification and damages of $500 per violation plus treble damages under the TCPA.  In March 2017, we filed our initial response to this matter with the court.  In June 2017, the parties attended a mediation. In July 2017, the parties reached an agreement in principle to settle this matter, subject to court approval, and we recorded an estimated loss provision of $6.2 million in connection with the proposed settlement during the second quarter of fiscal 2017. In March 2018, the parties executed a settlement agreement, subject to final court approval. In April 2018, the court preliminarily approved the settlement agreement and certified a class for settlement purposes. In May 2018, the class members were sent notice of the settlement and in August 2018, the court granted final approval of the settlement. As a result, we recorded a $1.5 million reduction in our original accrual estimate to reflect the final required cash payments to be made as part of this settlement which were subsequently paid in October 2018. Additionally, we were required to issue non-transferable discount coupons to approximately 612,000 existing Tillys customers not covered by the cash payments in early September 2018. These coupons entitle the recipient to a one-time 50% discount on a single purchase transaction of up to $1,000. Any unused coupons will expire on September 4, 2019. As of November 3, 2018, less than one percent of these coupons had been redeemed, representing less than one quarter of one percent of total sale transactions since the coupons were issued. Consequently, these coupons had no material impact on our fiscal 2018 third quarter comparable store net sales or operating results as a whole. On a transactional basis, redemption transactions have produced an average sale that is approximately three times larger than non-redemption transactions during this same time period, but with a significantly lower margin rate. The net result has been an increase in net margin dollars produced per redemption transaction that is approximately 20 percent higher than non-redemption transactions. There can be no assurances that these results, or the level of redemptions, will remain consistent through the redemption period, particularly during the 2018 holiday season. Although redemption activity has been low during the first two months of the redemption period, the potential impact through September 4, 2019 could be material and could adversely affect our financial condition and results of operations.
Skylar Ward, on behalf of herself and all others similarly situated, v. Tilly’s, Inc., Superior Court of California, County of Los Angeles, Case No. BC595405.  In September 2015, the plaintiff filed a putative class action lawsuit against us alleging, among other things, various violations of California's wage and hour laws.  The complaint sought class certification, unspecified damages, unpaid wages, penalties, restitution, and attorneys' fees.  In June 2016, the court granted our demurrer to the plaintiff's complaint on the grounds that the plaintiff failed to state a cause of action against Tilly's and dismissed the complaint.  Specifically, the court agreed with us that the plaintiff's cause of action for reporting-time pay fails as a matter of law as the plaintiff and other putative class members did not "report for work" with respect to certain shifts on which the plaintiff's claims are based.  In November 2016, the court entered a written order sustaining our demurrer to the plaintiff's complaint and dismissing all of plaintiff’s causes of action with prejudice.  In January 2017, the plaintiff filed an appeal of the order to the California Court of Appeal. In October 2017, the plaintiff filed her opening appellate brief, and our responding appellate brief was filed in December 2017. In May 2018, the plaintiff filed her reply appellate brief.  Later in May 2018, an amicus brief was filed by Abercrombie & Fitch Stores, Inc., in support of Tilly’s position in this appeal. Oral argument was heard by the California Court of Appeal in November 2018, and we are awaiting its written opinion.  We have defended this case vigorously, and will continue to do so.
In June 2015, we and one of our vendors entered into a settlement arrangement with a plaintiff who filed a copyright infringement lawsuit against the vendor and us related to certain vendor products we sell. The settlement required that the vendor pay $2.0 million to the plaintiff over three years, and we agreed to guarantee such payments in exchange for a security interest in the vendor's intellectual property.  We concluded this matter with the final settlement payment on June 5, 2018. The total settlement amount paid by us was not materially different from the amount previously accrued.
Note 6: Fair Value Measurements
We determine fair value based on a three-level valuation hierarchy as described below. Fair value is defined as the exit price associated with the sale of an asset or transfer of a liability in an orderly transaction between market participants at the measurement date. The three-level hierarchy of inputs used to determine fair value is as follows:
Level 1 – Quoted prices in active markets for identical assets and liabilities.
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Unobservable inputs (i.e., projections, estimates, interpretations, etc.) that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.


14


We measure certain financial assets at fair value on a recurring basis, including our marketable securities, which are classified as either available-for-sale or held-to-maturity securities, and certain cash equivalents, specifically money market securities, commercial paper and bonds. The money market accounts are valued based on quoted market prices in active markets. The marketable securities are valued based on other observable inputs for those securities (including market corroborated pricing or other models that utilize observable inputs such as interest rates and yield curves) based on information provided by independent third party entities.
From time to time, we measure certain assets at fair value on a non-recurring basis, including evaluation of long-lived assets for impairment using Company specific assumptions which would fall within Level 3 of the fair value hierarchy.
Fair value calculations contain significant judgments and estimates, which may differ from actual results due to, among other things, economic conditions, changes to the business model or changes in operating performance.
During the three and nine months ended November 3, 2018 and October 28, 2017, we did not make any transfers between Level 1 and Level 2 financial assets. Furthermore, as of November 3, 2018, February 3, 2018 and October 28, 2017, we did not have any Level 3 financial assets. We conduct reviews on a quarterly basis to verify pricing, assess liquidity and determine if significant inputs have changed that would impact the fair value hierarchy disclosure.
Financial Assets
We have categorized our financial assets based on the priority of the inputs to the valuation technique for the instruments as follows (in thousands): 
 
November 3, 2018
 
February 3, 2018
 
October 28, 2017
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Cash equivalents (1):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Money market securities
$
21,139

 
$

 
$

 
$
46,441

 
$

 
$

 
$
33,960

 
$

 
$

Marketable securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial paper
$

 
$
64,540

 
$

 
$

 
$
59,589

 
$

 
$

 
$
59,768

 
$

Fixed income securities

 
31,226

 

 

 
23,161

 

 

 
23,193

 

(1) Excluding cash.

Impairment of Long-Lived Assets
An impairment is recorded on a long-lived asset used in operations whenever events or changes in circumstances indicate that the net carrying amounts for such asset may not be recoverable. Important factors that could result in an impairment review include, but are not limited to, significant under-performance relative to historical or planned operating results, significant changes in the manner of use of the assets or significant changes in our business strategies. An evaluation is performed using estimated undiscounted future cash flows from operating activities compared to the carrying value of related assets for the individual stores. If the undiscounted future cash flows are less than the carrying value, an impairment loss is recognized for the difference between the carrying value and the estimated fair value of the assets based on the discounted cash flows of the assets using a rate that approximates our weighted average cost of capital. With regard to retail store assets, which are comprised of leasehold improvements, fixtures and computer hardware and software, we consider the assets at each individual retail store to represent an asset group. In addition, we have considered the relevant valuation techniques that could be applied without undue cost and effort and have determined that the discounted estimated future cash flow approach provides the most relevant and reliable means by which to determine fair value in this circumstance.
On a quarterly basis, we assess whether events or changes in circumstances have occurred that potentially indicate the carrying value of long-lived assets may not be recoverable. During the three and nine months ended November 3, 2018, based on Level 3 inputs of historical operating performance, including sales trends, gross margin rates, current cash flows from operations and the projected outlook for each of our stores, we determined that none and two, respectively, of our stores would not be able to generate sufficient cash flows over the remaining term of the related lease to recover our investment in the respective store. As a result, we recorded non-cash impairment charges during the nine months ended November 3, 2018 of approximately $0.8 million to write-down the carrying value of certain long-lived store assets to zero.


15


 
Three Months Ended
 
Nine Months Ended
 
November 3,
2018
 
October 28,
2017
 
November 3,
2018
 
October 28,
2017
 
($ in thousands)
Carrying value of assets with impairment
*
 
$397
 
$786
 
$848
Number of stores tested for impairment
2
 
7
 
5
 
10
Number of stores with impairment
 
2
 
2
 
4
* - Not applicable

Note 7: Share-Based Compensation
The Tilly's, Inc. 2012 Amended and Restated Equity and Incentive Plan, as amended in June 2014 (the "2012 Plan"), authorizes up to 4,413,900 shares for issuance of options, shares or rights to acquire our Class A common stock and allows for, among other things, operating income and comparable store sales growth targets as additional performance goals that may be used in connection with performance-based awards granted under the 2012 Plan. As of November 3, 2018, there were 1,505,115 shares still available for future issuance under the 2012 Plan.
Stock Options
We grant stock options to certain employees that give them the right to acquire our Class A common stock under the 2012 Plan. The exercise price of options granted is equal to the closing price per share of our stock at the date of grant. The nonqualified options vest at a rate of 25% on each of the first four anniversaries of the grant date provided that the award recipient continues to be employed by us through each of those vesting dates, and expire ten years from the date of grant.
The following table summarizes the stock option activity for the nine months ended November 3, 2018 (aggregate intrinsic value in thousands):
 
Stock
Options
 
Grant Date
Weighted
Average
Exercise Price
 
Weighted
Average
Remaining
Contractual
Life (in Years)
 
Aggregate
Intrinsic
Value (1)
Outstanding at February 3, 2018
1,851,250

 
$
9.50

 
 
 
 
Granted
311,625

 
$
11.52

 
 
 
 
Exercised
(322,500
)
 
$
11.19

 
 
 
 
Forfeited
(57,500
)
 
$
9.03

 
 
 
 
Expired
(15,500
)
 
$
15.42

 
 
 
 
Outstanding at November 3, 2018
1,767,375

 
$
9.52

 
7.0
 
$
12,683

Vested and expected to vest at November 3, 2018
1,767,375

 
$
9.52

 
7.0
 
$
12,683

Exercisable at November 3, 2018
786,750

 
$
10.81

 
5.3
 
$
4,624

(1)
Intrinsic value for stock options is defined as the difference between the market price of our Class A common stock on the last business day of the fiscal period and the weighted average exercise price of in-the-money stock options outstanding at the end of the fiscal period. The market value per share was $16.68 at November 3, 2018.
The stock option awards were measured at fair value on the grant date using the Black-Scholes option valuation model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, the expected option term, expected volatility of our stock over the option’s expected term, the risk-free interest rate over the option’s expected term and our expected annual dividend yield, if any. We account for forfeitures as they occur. We will issue shares of Class A common stock when the options are exercised.


16


The fair values of stock options granted during the three and nine months ended November 3, 2018 and nine months ended October 28, 2017 were estimated on the grant date using the following assumptions. There were no stock options granted during the three months ended October 28, 2017.
 
Three Months Ended
 
Nine Months Ended
 
November 3,
2018
 
October 28,
2017
 
November 3,
2018
 
October 28,
2017
Weighted average grant-date fair value per option granted
$9.49
 
*
 
$5.45
 
$4.02
Expected option term (1)
5.0 years
 
*
 
5.0 years
 
5.0 years
Weighted average expected volatility factor (2)
53.2%
 
*
 
51.6%
 
51.4%
Weighted average risk-free interest rate (3)
2.8%
 
*
 
2.6%
 
1.9%
Expected annual dividend yield
—%
 
*
 
—%
 
—%
* - Not applicable

(1)
We have limited historical information regarding expected option term. Accordingly, we determine the expected option term of the awards using the latest historical data available from comparable public companies and management’s expectation of exercise behavior.
(2)
Stock volatility for each grant is measured using the historical daily price changes of our common stock over the most recent period equal to the expected option term of the awards.
(3)
The risk-free interest rate is determined using the rate on treasury securities with the same term as the expected life of the stock option as of the grant date.
Restricted Stock
Restricted stock awards ("RSAs") represent restricted shares of our common stock issued upon the date of grant in which the recipient's rights in the stock are restricted until the shares are vested, and restricted stock units ("RSUs") represent a commitment to issue shares of our common stock in the future upon vesting. Under the 2012 Plan, we may grant RSAs to independent members of our Board of Directors and RSUs to certain employees. RSAs granted to our Board of Directors vest at a rate of 50% on each of the first two anniversaries of the grant date provided that the respective award recipient continues to serve on our Board of Directors through each of those vesting dates. RSUs granted to certain employees vest at a rate of 25% on each of the first four anniversaries of the grant date provided that the respective recipient continues to be employed by us through each of those vesting dates. We determine the fair value of restricted stock underlying the RSAs and RSUs based upon the closing price of our Class A common stock on the date of grant.
A summary of the status of non-vested restricted stock changes during the nine months ended November 3, 2018 are presented below:
 
Restricted
Stock
 
Weighted
Average
Grant-Date
Fair Value
Nonvested at February 3, 2018
109,532

 
$
12.24

Granted
21,476

 
$
14.90

Vested
(67,732
)
 
$
11.08

Forfeited
(2,375
)
 
$
16.07

Nonvested at November 3, 2018
60,901

 
$
14.32

Share-based compensation expense associated with stock options and restricted stock is recognized on a straight-line basis over the requisite service period. The following table summarizes share-based compensation recorded in the Consolidated Statements of Operations (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
November 3,
2018
 
October 28,
2017
 
November 3,
2018
 
October 28,
2017
Cost of goods sold
$
124

 
$
146

 
$
391

 
$
447

Selling, general and administrative expenses
411

 
432

 
1,271

 
1,326

Share-based compensation
$
535

 
$
578

 
$
1,662

 
$
1,773

At November 3, 2018, there was $3.6 million of total unrecognized share-based compensation expense related to unvested stock options and restricted stock. This cost has a weighted average remaining recognition period of 2.3 years.


17


Note 8: Income Per Share
Income per share is computed under the provisions of ASC 260, Earnings Per Share. Basic income per share is computed based on the weighted average number of common shares outstanding during the period. Diluted income per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method, whereby proceeds from such exercise, unamortized compensation and hypothetical excess tax benefits, if any, on share-based awards are assumed to be used by us to purchase the common shares at the average market price during the period. Potentially dilutive shares of common stock represent outstanding stock options and RSAs.
The components of basic and diluted income per share are as follows (in thousands, except per share amounts):
 
Three Months Ended
 
Nine Months Ended
 
November 3,
2018
 
October 28,
2017
 
November 3,
2018
 
October 28,
2017
Net income
$
5,355

 
$
8,757

 
$
16,266

 
$
8,000

Weighted average basic shares outstanding
29,373

 
28,782

 
29,221

 
28,746

Dilutive effect of stock options and restricted stock
702

 
249

 
525

 
208

Weighted average shares for diluted income per share
30,075

 
29,031

 
29,746

 
28,954

Basic income per share of Class A and Class B common stock
$
0.18

 
$
0.30

 
$
0.56

 
$
0.28

Diluted income per share of Class A and Class B common stock
$
0.18

 
$
0.30

 
$
0.55

 
$
0.28


The following stock options and restricted stock have been excluded from the calculation of diluted income per share as the effect of including these stock options and restricted stock would have been anti-dilutive (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
November 3,
2018
 
October 28,
2017
 
November 3,
2018
 
October 28,
2017
Stock options
25

 
1,282

 
560

 
1,291

Restricted stock

 
56

 

 
56

Total
25

 
1,338

 
560

 
1,347




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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the financial condition and results of our operations should be read together with the financial statements and related notes of Tilly’s, Inc. included in Part I Item 1 of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended February 3, 2018. As used in this Quarterly Report on Form 10-Q, except where the context otherwise requires or where otherwise indicated, the terms “the Company”, “World of Jeans & Tops”, “we”, “our”, “us”, "Tillys" and “Tilly’s” refer to Tilly’s, Inc. and its subsidiary.
Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “project”, “seek”, “should”, “target”, “will”, “would” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. These forward-looking statements are subject to numerous risks and uncertainties, including the risks and uncertainties described under the section titled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 3, 2018, those identified in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q, and in other filings we may make with the Securities and Exchange Commission from time to time. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement. We qualify all of our forward-looking statements by these cautionary statements.
Overview
Tillys is a destination specialty retailer of casual apparel, footwear and accessories for young men, young women, boys and girls. We offer an extensive assortment of iconic global, emerging, and proprietary brands rooted in an active and social lifestyle. Tillys started operations in 1982, when Hezy Shaked and Tilly Levine opened our first store in Orange County, California. As of November 3, 2018, we operated 227 stores in 33 states, comprised of 223 full-size stores averaging 7,500 square feet and four RSQ-branded pop-up stores averaging 2,700 square feet. We also sell our products through our e-commerce website, www.tillys.com.
Known or Anticipated Trends
The retail industry has experienced a general downward trend in customer traffic to physical stores for an extended period of time. Conversely, online shopping has generally increased and resulted in sustained online sales growth. We believe these market trends will continue, despite the improvement in store traffic that we have experienced during the last eight consecutive quarters. There can be no guarantee that our recent improvement in store traffic will continue given the broader industry trends. We will continue to focus our efforts on improving our existing stores, and expanding our online/digital capabilities through omni-channel initiatives designed to provide a seamless shopping experience for our customers, whether in-store or online.
We opened three new, additional full-size stores and closed one existing store during November 2018, increasing our expected year-end store count for fiscal 2018 to 225 full-size stores and four RSQ-branded pop-up stores. We will continue to leverage existing and targeted new markets where we believe our brand recognition can be enhanced with new stores that are planned to drive additional improvement to our operating income. For fiscal 2019, new store growth may include up to 15-20 new, full-size stores and an undetermined number of RSQ-branded pop-up stores, all assuming appropriate lease economics are obtained. The specific timing of any new store openings is not yet known. We will continue to leverage existing and targeted new markets where we believe our brand recognition can be enhanced with new stores that are planned to drive additional improvement to our operating income. We expect total capital expenditures for fiscal 2019 not to exceed $25 million, comprised of new store costs supplemented by continuing technology investments.
Additionally during fiscal 2019, we expect the impact of legislated minimum wage increases, merit increases, new systems costs, and the adoption of the new lease accounting standard to result in an aggregate increase of approximately $6 million in our annualized operating costs before consideration of any comparable store net sales assumptions. We estimate that our fiscal 2019 comparable store net sales would need to increase by approximately 3% in order to absorb these anticipated cost increases without creating deleveraging of expenses as a percentage of net sales.


19


As a result of the Tax Reform Act, which was signed into law in December 2017, we expect our effective income tax rate will be reduced to approximately 26% for fiscal 2018.
Pursuant to the settlement terms of a recently finalized legal matter, we were required to issue certain non-transferable discount coupons to approximately 612,000 existing Tillys customers in early September 2018 that allow for a one-time 50% discount on a single, future purchase transaction of up to $1,000.  Any unused coupons will expire on September 4, 2019. As of December 3, 2018, less than one percent of these coupons had been redeemed, representing less than one quarter of one percent of the total number of sale transactions since the coupons were issued. Consequently, these coupons had no material impact on our fiscal 2018 third quarter comparable store net sales or operating results as a whole. On a transactional basis, redemption transactions have produced an average sale that is approximately three times larger than non-redemption transactions during this same time period, but with a significantly lower margin rate. The net result has been an increase in net margin dollars produced per redemption transaction that is approximately 20 percent higher than non-redemption transactions. There can be no assurances that these results, or the level of redemptions, will remain consistent through the redemption period, particularly during the 2018 holiday season (see "Legal Proceedings" and "Risk Factors").
How We Assess the Performance of Our Business
In assessing the performance of our business, we consider a variety of performance and financial measures. The key indicators of the financial condition and operating performance of our business are net sales, comparable store sales, gross profit, selling, general and administrative expenses and operating income.
Net Sales
Net sales reflect revenue from the sale of our merchandise at store locations as well as sales of merchandise through our e-commerce platform, which is reflected in sales when the merchandise is shipped to the customer. Net sales also include shipping and handling fees for e-commerce shipments that have been shipped to the customer. Net sales are net of returns on sales during the period as well as an estimate of returns expected in the future stemming from current period sales. Net sales are adjusted for the unredeemed awards and accumulated partial points on our customer loyalty program. Revenue from the sale of gift cards is deferred and not included in net sales until the gift cards are used to purchase merchandise. However, based upon historical patterns, some gift cards will never be redeemed (referred to as gift card "breakage"). Based on our historical gift card breakage rate, gift card breakage revenue is recognized over the redemption period in proportion to actual gift card redemptions and is also included in net sales.
Our business is seasonal and as a result our revenues fluctuate from quarter to quarter. In addition, our revenues in any given quarter can be affected by a number of factors including the timing of holidays and weather patterns. The third and fourth quarters of the fiscal year, which include the back-to-school and holiday sales seasons, have historically produced stronger sales and disproportionately stronger operating results than have the first two quarters of the fiscal year.
Comparable Store Sales
Comparable store sales is a measure that indicates the change in year-over-year comparable store sales which allows us to evaluate how our store base is performing. Numerous factors affect our comparable store sales, including:
 
overall economic trends;
our ability to attract traffic to our stores and e-commerce platform;
our ability to identify and respond effectively to consumer preferences and fashion trends;
competition;
the timing of our releases of new and seasonal styles;
changes in our product mix;
pricing;
the level of customer service that we provide in stores and through our e-commerce platform;
our ability to source and distribute products efficiently;
calendar shifts of holiday or seasonal periods;
the number and timing of store openings and the relative proportion of new stores to mature stores; and
the timing and success of promotional and advertising efforts.
Comparable store sales are sales from our e-commerce platform and stores open at least 12 full fiscal months as of the end of the current reporting period. A remodeled, relocated or refreshed store is included in comparable store sales, both during and


20


after construction, if the square footage of the store used to sell merchandise was not changed by more than 20% and the store was not closed for more than five days in any fiscal month. We include sales from our e-commerce platform as part of comparable store sales as we manage and analyze our business on a single omni-channel and have substantially integrated our investments and operations for our stores and e-commerce platform to give our customers seamless access and increased ease of shopping. Comparable store sales exclude gift card breakage income and e-commerce shipping and handling fee revenue. Some of our competitors and other retailers may calculate comparable or “same store” sales differently than we do. As a result, data in this report regarding our comparable store sales may not be comparable to similar data made available by other retailers.
Gross Profit
Gross profit is equal to our net sales less our cost of goods sold. Cost of goods sold reflects the direct cost of purchased merchandise as well as buying, distribution and occupancy costs. Buying costs include compensation and benefit expense for our internal buying organization. Distribution costs include costs for receiving, processing and warehousing our store merchandise, and shipping of merchandise to or from our distribution and e-commerce fulfillment centers and to our e-commerce customers and between store locations. Occupancy costs include the rent, common area maintenance, utilities, property taxes, security and depreciation costs of all store locations. These costs are significant and can be expected to continue to increase as our company grows. The components of our reported cost of goods sold may not be comparable to those of other retail companies.
We regularly analyze the components of gross profit as well as gross profit as a percentage of net sales. Specifically we look at the initial markup on purchases, markdowns and reserves, shrinkage, buying costs, distribution costs and occupancy costs. Any inability to obtain acceptable levels of initial markups, a significant increase in our use of markdowns or a significant increase in inventory shrinkage or inability to generate sufficient sales leverage on the buying, distribution and occupancy components of cost of goods sold could have an adverse impact on our gross profit and results of operations.
Gross profit is also impacted by shifts in the proportion of sales of proprietary branded products compared to third-party branded products, as well as by sales mix shifts within and between brands and between major product departments such as mens apparel, womens apparel, footwear or accessories. A substantial shift in the mix of products could have a material impact on our results of operations. In addition, gross profit and gross profit as a percentage of net sales have historically been higher in the third and fourth quarters of the fiscal year, as these periods include the back-to-school and winter holiday selling seasons. In those periods, various costs, such as occupancy costs, generally do not increase in proportion to the seasonal sales increase.
Selling, General and Administrative Expenses
Our selling, general and administrative, or SG&A, expenses are composed of store selling expenses and corporate-level general and administrative expenses. Store selling expenses include store and regional support costs, including personnel, advertising and debit and credit card processing costs, e-commerce receiving and processing costs and store supplies costs. General and administrative expenses include the payroll and support costs of corporate functions such as executive management, legal, accounting, information systems, human resources, impairment charges and other centralized services. Store selling expenses generally vary proportionately with net sales and store growth. In contrast, general and administrative expenses are generally not directly proportional to net sales and store growth, but will be expected to increase over time to support the needs of our growing company. SG&A expenses as a percentage of net sales are usually higher in lower volume periods and lower in higher volume periods.
Operating Income
Operating income equals gross profit less SG&A expenses. Operating income excludes interest income, interest expense and income taxes. Operating income percentage measures operating income as a percentage of our net sales.


21


Results of Operations
The following tables summarize key components of our unaudited results of operations for the periods indicated, both in dollars (in thousands) and as a percentage of our net sales.
 
Three Months Ended
 
Nine Months Ended
 
November 3,
2018
 
October 28,
2017
 
November 3,
2018
 
October 28,
2017
 
 
 
 
Statements of Operations Data:
 
 
 
 
 
 
 
Net sales
$
146,826

 
$
152,824


$
427,866


$
412,581

Cost of goods sold
103,170

 
102,730


299,127


288,653

Gross profit
43,656

 
50,094


128,739


123,928

Selling, general and administrative expenses
36,919

 
35,982


108,193


111,384

Operating income
6,737

 
14,112


20,546


12,544

Other income, net
585

 
375


1,457


810

Income before income taxes
7,322

 
14,487


22,003


13,354

Income tax expense
1,967

 
5,730


5,737


5,354

Net income
$
5,355

 
$
8,757


$
16,266


$
8,000

 
 
 
 
 
 
 
 
Percentage of Net Sales:
 
 
 
 
 
 
 
Net sales
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
Cost of goods sold
70.3
%
 
67.2
%
 
69.9
%
 
70.0
%
Gross profit
29.7
%
 
32.8
%
 
30.1
%
 
30.0
%
Selling, general and administrative expenses
25.1
%
 
23.5
%
 
25.3
%
 
27.0
%
Operating income
4.6
%
 
9.2
%
 
4.8
%
 
3.0
%
Other income, net
0.4
%
 
0.2
%
 
0.3
%
 
0.2
%
Income before income taxes
5.0
%
 
9.5
%
 
5.1
%
 
3.2
%
Income tax expense
1.3
%
 
3.7
%
 
1.3
%
 
1.3
%
Net income
3.6
%
 
5.7
%
 
3.8
%
 
1.9
%
The following table presents store operating data for the periods indicated:
 
Three Months Ended
 
Nine Months Ended
 
November 3,
2018
 
October 28,
2017
 
November 3,
2018
 
October 28,
2017
Operating Data:
 
 
 
 
 
 
 
Stores operating at end of period
227

 
220

 
227

 
220

Comparable store sales change (1)
4.3
%
 
1.5
%
 
3.1
%
 
1.5
%
Total square feet at end of period (in thousands)
1,693

 
1,681

 
1,693

 
1,681

Average net sales per retail store (in thousands) (2)
$
556

 
$
606

 
$
1,665

 
$
1,625

Average net sales per square foot (2)
$
74

 
$
79

 
$
222

 
$
213

E-commerce revenues (in thousands) (3)
$
21,236

 
$
18,996

 
$
56,041

 
$
52,101

E-commerce revenues as a percentage of net sales
14.5
%
 
12.4
%
 
13.1
%
 
12.6
%
(1)
Comparable store sales are net sales from stores that have been open at least 12 full fiscal months as of the end of the current reporting period. A remodeled or relocated store is included in comparable store sales, both during and after construction, if the square footage of the store used to sell merchandise was not changed by more than 20% and the store was not closed for more than five days in any fiscal month. Comparable store sales include sales through our e-commerce platform but exclude gift card breakage income, deferred revenue on loyalty program and e-commerce shipping and handling fee revenue.
(2)
E-commerce sales, e-commerce shipping and handling fee revenue and gift card breakage are excluded from net sales in deriving average net sales per retail store.
(3)
E-commerce revenues include e-commerce sales and e-commerce shipping fee revenue.


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Third Quarter Ended November 3, 2018 Compared to Third Quarter Ended October 28, 2017
Net Sales
Net sales were $146.8 million in the third quarter of fiscal 2018 compared to $152.8 million in the third quarter of fiscal 2017, a decrease of $6.0 million, or 3.9%. This decrease was attributable to the calendar shift impact of the 53rd week in fiscal 2017's retail calendar, which caused a portion of the high sales volume back-to-school season to shift into the second quarter this year versus the third quarter last year, reducing last year's comparable net sales base for the third quarter by approximately $14 million. This calendar shift impact was partially offset by higher comparable store sales and net sales from seven net new stores totaling approximately $8 million. Comparable store sales, including e-commerce, increased 4.3%, driven by strong e-commerce and strength in our footwear, girls, accessories, mens and womens merchandise assortments as compared to the third quarter of fiscal 2017. E-commerce revenues represented 14.5% of our total net sales, or $21.2 million, in the third quarter of fiscal 2018 compared to 12.4%, or $19.0 million, in the third quarter of fiscal 2017.
Gross Profit    
Gross profit was $43.7 million in the third quarter of fiscal 2018 compared to $50.1 million in the third quarter of fiscal 2017, a decrease of $6.4 million, or 12.9%. Gross margin, or gross profit as a percentage of net sales, was 29.7% during the third quarter of fiscal 2018, a decrease of 310 basis points compared to 32.8% during the third quarter of fiscal 2017. Buying, distribution and occupancy costs deleveraged 190 basis points due to the calendar shift impact on net sales. Product margins declined 120 basis points due to a combination of higher markdowns as a percentage of net sales, and a cumulative inventory adjustment of approximately $1.2 million which related to several prior periods.
Selling, General and Administrative Expenses
SG&A expenses were $36.9 million in the third quarter of fiscal 2018 compared to $36.0 million in the third quarter of fiscal 2017, an increase of $0.9 million, or 2.6%. As a percentage of net sales, SG&A expenses were 25.1% for the third quarter of fiscal 2018 compared to 23.5% during the third quarter of fiscal 2017. The components of the SG&A increase, both in terms of percentage of net sales and total dollars, were as follows:
%
 
$ millions
Primarily Attributable to
1.1%
 
$0.9
Increase in store payroll due to minimum wage increases and higher comparable store net sales.
0.5%
 
0.7
Expenses associated with the secondary offering completed in early September 2018.
0.4%
 
0.6
Increase in online marketing costs associated with e-commerce net sales growth.
(0.4)%
 
(0.7)
Legal matter in the prior year.
(0.3)%
 
(0.4)
Net year-over-year decrease in corporate incentive accruals as a result of the cost of goods charge described above.
0.3%
 
(0.2)
Net increase in other SG&A as a percentage of sales.
1.6%
 
$0.9
Total
Operating Income
Operating income was $6.7 million, or 4.6% of net sales, in the third quarter of fiscal 2018 compared to $14.1 million, or 9.2% of net sales, for the third quarter of fiscal 2017. This decrease was primarily attributable to the retail calendar shift impact on net sales noted earlier, in addition to the cost of goods charge described above.
Income Tax Expense
Income tax expense was $2.0 million, or 26.9%, in the third quarter of fiscal 2018 compared to $5.7 million, or 39.6%, in the third quarter of fiscal 2017. The reduction in income tax rate was primarily attributable to the recently enacted U.S. Tax Cuts and Jobs Act of 2017.
Net Income and Income Per Share
Net income was $5.4 million for the third quarter of fiscal 2018 compared to $8.8 million for the third quarter of fiscal 2017, representing a decrease of $3.4 million, attributable to the factors discussed above. Basic and diluted income per share was $0.18 for the third quarter of fiscal 2018 compared to basic and diluted income per share of $0.30 for the third quarter of fiscal 2017. The $0.12 decrease in diluted income per share was attributable to the combination of the retail calendar shift impact on net sales of approximately $0.11 per diluted share, the impact of the cost of goods charge described above of approximately $0.02 per diluted share, and costs associated with the secondary offering completed in early September 2018 of approximately $0.02 per diluted share. The remaining positive variance was primarily due to improved operating results driven by increased comparable store net sales.



23


Nine Months Ended November 3, 2018 Compared to Nine Months Ended October 28, 2017
Net Sales
Net sales were $427.9 million in the first nine months of fiscal 2018 compared to $412.6 million in the first nine months of fiscal 2017, an increase of $15.3 million, or 3.7%. This increase was primarily due to increased comparable store net sales and net sales from seven net new stores. Comparable store sales, including e-commerce, increased 3.1%, driven by an increase in store traffic as compared to the first nine months of fiscal 2017. E-commerce revenues represented 13.1% of our total net sales, or $56.0 million, in the first nine months of fiscal 2018 as compared to 12.6%, or $52.1 million, in the first nine months of fiscal 2017. Our comparable store sales growth was also attributable to strength in our footwear, girls, mens, womens, and boys merchandise assortments, partially offset by weakness in our accessories assortment.
Gross Profit
Gross profit was $128.7 million in the first nine months of fiscal 2018 compared to $123.9 million in the first nine months of fiscal 2017, an increase of $4.8 million, or 3.9%. Gross margin, or gross profit as a percentage of net sales, was 30.1% and 30.0% during the first nine months of fiscal 2018 and fiscal 2017, respectively. The increase was primarily due to leveraging lower total occupancy costs on higher total net sales, offset by lower product margins primarily as a result of lower initial markups associated with increased sales penetration of third-party branded products, and the $1.2 million cost of goods charge described above.
Selling, General and Administrative Expenses
SG&A expenses were $108.2 million in the first nine months of fiscal 2018 compared to $111.4 million in the first nine months of fiscal 2017, a decrease of $3.2 million, or 2.9%. As a percentage of net sales, SG&A expenses were 25.3% during the first nine months of fiscal 2018 compared to 27.0% during the first nine months of fiscal 2017. The components of the SG&A decrease, both in terms of percentage of net sales and total dollars, were as follows:
%
 
$ millions
Primarily Attributable to
(1.8)%
 
$(7.6)
Aggregate reduction in legal matter impacts as a result of the $6.2 million loss provision established in the second quarter of fiscal 2017, which was subsequently reduced by $1.5 million during the second quarter of fiscal 2018 as a result of the court-approved terms of the final settlement of such legal matter.
—%
 
2.1
Increase in store payroll due to minimum wage increases and higher comparable store net sales.
0.2%
 
1.1
Increase in online marketing costs associated with e-commerce net sales growth.
0.2%
 
0.7
Expenses associated with our secondary offering completed in early September 2018.
0.1%
 
0.6
Increase in corporate bonus provisions due to improved operating results.
(0.4)%
 
(0.1)
Net change in all other SG&A expenses.

(1.7)%
 
$(3.2)
Total
Operating Income
Operating income was $20.5 million, or 4.8% of net sales, for the first nine months of fiscal 2018 compared to $12.5 million, or 3.0% of net sales, for the first nine months of fiscal 2017. Of this $8.0 million improvement in year-over-year
operating income, approximately $7.6 million was attributable to the aggregate year-over-year impact of the legal matter noted above, and approximately $0.4 million was attributable to increased comparable store net sales results and occupancy reductions, partially offset by the cost of goods charge described above.

Income Tax Expense
Income tax expense was $5.7 million, or 26.1% of income before taxes, for the first nine months of fiscal 2018 compared to $5.4 million, or 40.1% of income before taxes, for the first nine months of fiscal 2017. The reduction in income tax rate was primarily attributable to the recently enacted U.S. Tax Cuts and Jobs Act of 2017.





24


Net Income and Income Per Share
Net income was $16.3 million for the first nine months of fiscal 2018 compared to $8.0 million for the first nine months of fiscal 2017, due to the factors discussed above. Diluted income per share was $0.55 for the first nine months of fiscal 2018 compared to diluted income per share of $0.28 for the first nine months of fiscal 2017. Of the $0.27 improvement in diluted income per share, approximately $0.15 was attributable to the aggregate legal matter and secondary offering expenses noted above, and the remaining $0.12 was due to improved operating results driven by increased comparable store net sales and occupancy reductions, partially offset by the cost of goods charge described above.

Liquidity and Capital Resources
Our primary cash needs are for merchandise inventories, payroll, store rent and capital expenditures. We have historically provided for these needs from internally generated cash flows. In addition, we have access to additional liquidity through a $25.0 million revolving credit facility with Wells Fargo Bank, NA. We expect to continue to finance our operations from cash and marketable securities on hand as well as cash flows from operations without borrowing under our revolving credit facility over the next twelve months.
Working capital at November 3, 2018, was $134.8 million compared to $107.4 million at February 3, 2018, an increase of $27.3 million. The changes in our working capital during the first nine months of fiscal 2018 were as follows:
$ millions
Description
$107.4
Working capital at February 3, 2018
13.6
Increase in cash, cash equivalents and marketable securities, net of dividends paid, primarily due to higher net income
5.2
Increase in merchandise inventories, net of merchandise payables
3.0
Decrease in working capital due to the balance sheet implementation impacts of our adoption of ASC 606, Revenue Recognition
5.6
Net increase from changes in all other current assets and liabilities
$134.8
Working capital at November 3, 2018
Cash Flow Analysis
A summary of operating, investing and financing activities is shown in the following table (in thousands):
 
Nine Months Ended
 
November 3,
2018
 
October 28,
2017
Net cash provided by operating activities
$
19,279

 
$
17,685

Net cash used in investing activities
(22,158
)
 
(37,194
)
Net cash used in financing activities
(25,572
)
 
(20,573
)
Net decrease in cash and cash equivalents
$
(28,451
)
 
$
(40,082
)
Net Cash Provided By Operating Activities
Operating activities consist primarily of net income adjusted for non-cash items, plus the effect on cash of changes during the period in our assets and liabilities.
Net cash flows provided by operating activities were $19.3 million during the first nine months of fiscal 2018 compared to $17.7 million in the first nine months of fiscal 2017. The $1.6 million increase in cash provided by operating activities was primarily due to higher net income, partially offset by the timing of vendor payments.
Net Cash Used In Investing Activities
Cash flows from investing activities consist primarily of capital expenditures and maturities and purchases of marketable securities.
Net cash used in investing activities was $22.2 million during the first nine months of fiscal 2018 compared to $37.2 million during the first nine months of fiscal 2017. Net cash used in investing activities in the first nine months of fiscal 2018 consisted of purchases of marketable securities of $116.4 million and capital expenditures totaling $10.4 million, partially offset by proceeds from the maturities of marketable securities of $104.7 million. Net cash used in investing activities during the first nine months of fiscal 2017 consisted of purchases of marketable securities of $112.6 million and capital expenditures totaling $9.7 million, partially offset by proceeds from the maturities of marketable securities of $85.1 million.


25


Net Cash Used in Financing Activities
Financing activities primarily consist of cash dividend payments, taxes paid in lieu of shares issued for share based compensation, proceeds from employee exercises of stock options and payments on a capital lease obligation.
Net cash used in financing activities was $25.6 million during the first nine months of fiscal 2018 compared to $20.6 million during the first nine months of fiscal 2017. Financing activities in the first nine months of fiscal 2018 consisted of dividends paid of $29.1 million, and taxes paid in lieu of shares issued for share based compensation of $0.1 million, partially offset by $3.6 million in proceeds from stock option exercises. Financing activities in the first nine months of fiscal 2017 consisted of dividends paid of $20.1 million, cash payments on a capital lease obligation of $0.7 million and taxes paid in lieu of shares issued for share based compensation of $0.1 million, partially offset by $0.3 million in proceeds from stock option exercises.
Line of Credit
Our amended and restated credit agreement with Wells Fargo Bank, N.A. (the "Bank") provides for a $25.0 million revolving line of credit with a maturity date of June 26, 2020. The interest rate charged on borrowings is selected at our discretion at the time of draw between the London Interbank Offered Rate, plus 0.75%, or at the Bank’s prime rate. The agreement allows for the declaration and payment of dividends or distributions to stockholders, subject to certain limitations. On February 20, 2018 and February 24, 2017, we paid a special cash dividend of $1.00 per share and $0.70 per share, respectively, to all holders of record of issued and outstanding shares of both Class A and Class B common stock. The line of credit is secured by substantially all of our assets. As a sub-feature under the credit agreement, the Bank may also issue stand-by and/or commercial letters of credit up to $15.0 million.
We are required to maintain certain financial and non-financial covenants in accordance with the line of credit. The financial covenants require certain levels of leverage and profitability, such as (i) income before income taxes not to be less than $1.0 million (calculated at the end of each fiscal quarter on a trailing 12-month basis), (ii) a maximum ratio of 4.00 to 1.00 as of each quarter end for “Funded Debt to EBITDAR”, defined as the sum of total debt, capital leases and annual rent expense multiplied by six divided by the sum of net income, interest expense, taxes, depreciation, amortization and annual rent expense on a trailing 12-month basis, and (iii) requires minimum eligible inventory, cash, cash equivalents and marketable securities totaling $50.0 million as of the end of each quarter. In addition, maximum investment in fixed assets in any fiscal year of $50.0 million.
In September 2018, we entered into an amendment to increase our standby letter of credit from $750,000 to $1,075,000. The letter of credit was established for security against insurance claims as required by our workers' compensation insurance policy.  There has been no activity or borrowings under this letter of credit since its inception.
As of November 3, 2018, we were in compliance with all of our covenants and had no outstanding borrowings under the revolving credit facility.
Contractual Obligations
As of November 3, 2018, there were no material changes to our contractual obligations as described in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the fiscal year ended February 3, 2018.
Off-Balance Sheet Arrangements
We are not a party to any off-balance sheet arrangements, except for operating leases, purchase obligations and our revolving credit facility.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires the appropriate application of certain accounting policies, some of which require us to make estimates and assumptions about future events and their impact on amounts reported in our consolidated financial statements. Since future events and their impact cannot be determined with absolute certainty, the actual results will inevitably differ from our estimates. A summary of our significant accounting policies is included in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended February 3, 2018.
On February 4, 2018, we adopted new revenue recognition policies based on new revenue recognition requirements. The adoption impacted our critical accounting policies as follows:
Breakage revenue is now recognized over time in proportion to actual customer redemptions. Breakage revenue was previously recognized two full fiscal years after the gift cards were activated when the probability of redemption was considered remote.


26


Revenue for merchandise shipped to the customer from a distribution center or store is now recognized at the shipping point, whereas it was previously recognized upon customer receipt.

Item 3. Quantitative and Qualitative Disclosures About Market Risk
As of November 3, 2018, there were no material changes in the market risks described in the “Quantitative and Qualitative Disclosure of Market Risks” section of our Annual Report on Form 10-K for the fiscal year ended February 3, 2018.

Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Disclosure Committee, including our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of November 3, 2018. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of November 3, 2018, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.


27


Part II. Other Information

Item 1. Legal Proceedings
From time to time, we may become involved in lawsuits and other claims arising from our ordinary course of business. We are currently unable to predict the ultimate outcome, determine whether a liability has been incurred or make an estimate of the reasonably possible liability that could result from an unfavorable outcome because of the uncertainties related to the incurrence, amount and range of loss on any pending litigation or claim. Because of the unpredictable nature of these matters, we cannot provide any assurances regarding the outcome of any litigation or claim to which we are a party or that the ultimate outcome of any of the matters threatened or pending against us, including those disclosed below, will not have a material adverse effect on our financial condition, results of operations or cash flows.
Juan Carlos Gonzales, on behalf of himself and all others similarly situated, v. Tilly’s Inc. et al, Superior Court of California, County of Orange, Case No. 30-2017-00948710-CU-OE-CXC.  In October 2017, the plaintiff filed a putative class action against us, alleging various violations of California’s wage and hour laws.  The complaint seeks class certification, unspecified damages, unpaid wages, penalties, restitution, interest, and attorneys’ fees and costs.  In December 2017, we filed an answer to the complaint, denying all of the claims and asserting various defenses. In April 2018, the plaintiff filed a separate action under the Private Attorneys General Act (PAGA) against us seeking penalties on behalf of himself and other similarly situated employees for the same alleged violations of California's wage and hour laws.  We requested the plaintiff to dismiss the class action claims based on an existing class action waiver in an arbitration agreement which plaintiff signed with our co-defendant, BaronHR, the staffing company that employed plaintiff to work at the Company. In June 2018, the plaintiff's class action complaint was dismissed. We have defended this case vigorously, and will continue to do so.
Lauren Minniti, on behalf of herself and all others similarly situated, v. Tilly’s, Inc., United States District Court, Southern District of Florida, Case No. 0:17-cv-60237-FAM.  On January 30, 2017, the plaintiff filed a putative class action lawsuit against us, alleging violations of the Telephone Consumer Protection Act of 1991 (the “TCPA”).  Specifically, the complaint asserted a violation of the TCPA for allegedly sending unsolicited automated messages to the cellular telephones of the plaintiff and others.  The complaint sought class certification and damages of $500 per violation plus treble damages under the TCPA.  In March 2017, we filed our initial response to this matter with the court.  In June 2017, the parties attended a mediation. In July 2017, the parties reached an agreement in principle to settle this matter, subject to court approval, and we recorded an estimated loss provision of $6.2 million in connection with the proposed settlement during the second quarter of fiscal 2017. In March 2018, the parties executed a settlement agreement, subject to final court approval. In April 2018, the court preliminarily approved the settlement agreement and certified a class for settlement purposes. In May 2018, the class members were sent notice of the settlement and in August 2018, the court granted final approval of the settlement. As a result, we recorded a $1.5 million reduction in our original accrual estimate to reflect the actual required cash payments to be made as part of this settlement which were subsequently paid in October 2018. Additionally, we were required to issue non-transferable discount coupons to approximately 612,000 existing Tillys customers not covered by the cash payments in early September 2018. These coupons entitle the recipient to a one-time 50% discount on a single purchase transaction of up to $1,000. Any unused coupons will expire on September 4, 2019. As of November 3, 2018, less than one percent of these coupons had been redeemed, representing less than one quarter of one percent of total sale transactions since the coupons were issued. Consequently, these coupons had no material impact on our fiscal 2018 third quarter comparable store net sales or operating results as a whole. On a transactional basis, redemption transactions have produced an average sale that is approximately three times larger than non-redemption transactions during this same time period, but with a significantly lower margin rate. The net result has been an increase in net margin dollars produced per redemption transaction that is approximately 20 percent higher than non-redemption transactions. There can be no assurances that these results, or the level of redemptions, will remain consistent through the redemption period, particularly during the 2018 holiday season. Although redemption activity has been low during the first two months of the redemption period, the potential impact through September 4, 2019 could be material and could adversely affect our financial condition and results of operations.


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Skylar Ward, on behalf of herself and all others similarly situated, v. Tilly’s, Inc., Superior Court of California, County of Los Angeles, Case No. BC595405.  In September 2015, the plaintiff filed a putative class action lawsuit against us alleging, among other things, various violations of California's wage and hour laws.  The complaint sought class certification, unspecified damages, unpaid wages, penalties, restitution, and attorneys' fees.  In June 2016, the court granted our demurrer to the plaintiff's complaint on the grounds that the plaintiff failed to state a cause of action against Tilly's and dismissed the complaint.  Specifically, the court agreed with us that the plaintiff's cause of action for reporting-time pay fails as a matter of law as the plaintiff and other putative class members did not "report for work" with respect to certain shifts on which the plaintiff's claims are based.  In November 2016, the court entered a written order sustaining our demurrer to the plaintiff's complaint and dismissing all of plaintiff’s causes of action with prejudice.  In January 2017, the plaintiff filed an appeal of the order to the California Court of Appeal. In October 2017, the plaintiff filed her opening appellate brief, and our responding appellate brief was filed in December 2017. In May 2018, the plaintiff filed her reply appellate brief.  Later in May 2018, an amicus brief was filed by Abercrombie & Fitch Stores, Inc., in support of Tilly’s position in this appeal.  Oral argument was heard by the California Court of Appeal in November 2018, and we are awaiting its written opinion.  We have defended this case vigorously, and will continue to do so.
In June 2015, we and one of our vendors entered into a settlement arrangement with a plaintiff who filed a copyright infringement lawsuit against the vendor and us related to certain vendor products we sell. The settlement required that the vendor pay $2.0 million to the plaintiff over three years, and we agreed to guarantee such payments in exchange for a security interest in the vendor's intellectual property.  We concluded this matter with the final settlement payment on June 5, 2018. The total settlement amount paid by us was not materially different from the amount previously accrued.

Item 1A. Risk Factors
We operate in a rapidly changing environment that involves a number of risks that could materially and adversely affect our business, financial condition, prospects, operating results or cash flows. For a detailed discussion of the risks that affect our business, please refer to the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 3, 2018, which is supplemented by the additional risk factor set forth below. Other than as provided below, there have been no material changes to our risk factors as previously disclosed in our Annual Report on Form 10-K.
Risks Related to Our Business
In connection with a recently finalized settlement agreement, we were required to issue certain discount coupons to certain of our existing customers, which could materially and adversely affect our financial condition and results of operations.
Pursuant to the settlement terms of a recently finalized and previously disclosed legal matter, Lauren Minniti, on behalf of herself and all others similarly situated, v. Tilly’s, Inc., we were required to issue certain non-transferable discount coupons to approximately 612,000 existing Tillys customers in early September 2018 that allow for a one-time 50% discount on a single, future purchase transaction of up to $1,000. Any unused coupons will expire on September 4, 2019. As of November 3, 2018, less than one percent of these coupons had been redeemed and redemption transactions have produced an average sale that is approximately three times larger than non-redemption transactions during this same time period, but with a significantly lower margin rate. There can be no assurances that these results, or the level of redemptions, will remain consistent through the redemption period, particularly during the 2018 holiday season. We cannot reasonably estimate the total number of coupons that will be utilized, the timing of any coupon usage, the average transaction value of any future purchase transactions utilizing these coupons, or the potential impact of any future coupon usage on our reported sales, product margins or operating results, but the potential impact through September 4, 2019 could be material and could adversely affect our financial condition and results of operations.



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Item 6. Exhibits
Exhibit
No.
  
Description of Exhibit
 
 
  
 
 
  
 
 
  
 
 
101
  
Interactive data files from Tilly’s, Inc.’s Quarterly Report on Form 10-Q for the quarter ended November 3, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statement of Stockholders’ Equity; (v) the Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements.
*
Filed herewith
**
Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.



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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Tilly’s, Inc.
Date:
December 7, 2018
 
 
 
/s/ Edmond Thomas
 
 
Edmond Thomas
 
 
President, Chief Executive Officer and Director
 
 
(Principal Executive Officer)
 
 
 
Date:
December 7, 2018
 
 
 
/s/ Michael Henry
 
 
Michael Henry
 
 
Chief Financial Officer
 
 
(Principal Financial Officer)



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