false000152402500015240252024-06-062024-06-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________
FORM 8-K
_______________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 6, 2024
_______________________________________________
TILLY’S, INC.
(Exact Name of Registrant as Specified in its Charter)  
Delaware
1-35535
45-2164791
(State of Incorporation)
(Commission File Number)
(IRS Employer
Identification Number)
10 Whatney
Irvine, California 92618
(Address of Principal Executive Offices) (Zip Code)
(949) 609-5599
(Registrant’s Telephone Number, Including Area Code)
  ______________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.001 par value per shareTLYSNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐


Item 2.02
Results of Operations and Financial Condition
On June 6, 2024, Tilly's, Inc. (the "Company") issued an earnings press release for the first quarter ended May 4, 2024. The press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information furnished pursuant to this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01
Financials Statements and Exhibits
The following exhibits are being furnished herewith.
(d)    Exhibits.
Exhibit No.
Exhibit Title or Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


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 hereunto duly authorized.
 
TILLY’S, INC.
Date: June 6, 2024By: /s/ Michael L. Henry
Name:  Michael L. Henry
Title:  Executive Vice President, Chief Financial Officer


                                                    
 



Exhibit 99.1
tillyslogo.jpg
Tilly's, Inc. Reports Fiscal 2024 First Quarter Operating Results
GAAP Net Loss Per Share of $(0.65); Non-GAAP Net Loss Per Share of $(0.48)
Non-GAAP Net Loss Per Share in Middle of Outlook Range

Irvine, CA – June 6, 2024 – Tilly’s, Inc. (NYSE: TLYS, the "Company") today announced financial results for the first quarter of fiscal 2024 ended May 4, 2024.
"Our business continues to face many headwinds from the macro environment, but we believe we are making progress on improving our product margins and driving greater customer engagement through our marketing efforts," commented Hezy Shaked, Co-Founder and Interim President and Chief Executive Officer. "While we expect it to remain difficult to improve our sales results in the near term, we believe the efforts we are making now will produce benefits in the future when the current environment improves."
Operating Results Overview
Fiscal 2024 First Quarter Operating Results Overview
The following comparisons refer to the Company's operating results for the first quarter of fiscal 2024 ended May 4, 2024 versus the first quarter of fiscal 2023 ended April 29, 2023.
•Total net sales were $115.9 million, a decrease of $7.8 million or 6.3%, compared to $123.6 million last year. Total comparable net sales, including both physical stores and e-commerce ("e-com"), decreased by 9.4% relative to the 13-week period ended May 6, 2023.
◦Net sales from physical stores were $92.8 million, a decrease of $5.0 million or 5.1%, compared to $97.8 million last year, with a comparable store net sales decrease of 8.6%. Net sales from physical stores represented 80.1% of total net sales this year compared to 79.1% of total net sales last year. The Company ended the first quarter with 246 total stores compared to 248 total stores at the end of the first quarter last year.
◦Net sales from e-com were $23.0 million, a decrease of $2.8 million or 10.8%, compared to $25.8 million last year. E-com net sales represented 19.9% of total net sales this year compared to 20.9% of total net sales last year.
•Gross profit, including buying, distribution, and occupancy costs, was $24.3 million, or 21.0% of net sales, compared to $25.9 million, or 21.0% of net sales, last year. Product margins improved by 130 basis points primarily due to the combination of a lower markdown rate and improved initial markups. Buying, distribution, and occupancy costs deleveraged by 130 basis points collectively, despite being $0.8 million lower than last year, primarily due to carrying these costs against lower net sales this year.
•Selling, general and administrative ("SG&A") expenses were $45.1 million, or 38.9% of net sales, compared to $43.2 million, or 34.9% of net sales, last year. The $1.9 million increase in SG&A was primarily attributable to an increase in non-cash store asset impairment charges of $1.5 million and an increase in store payroll and related benefits of $1.0 million due primarily to average wage rate increases. These increases were partially offset by a variety of smaller expense decreases.
•Operating loss was $20.8 million, or 17.9% of net sales, compared to $17.3 million, or 14.0% of net sales, last year, due to the combined impact of the factors noted above.
•Income tax benefit was $13,000 or 0.1% of pre-tax loss, compared to $4.2 million, or 26.1% of pre-tax loss, last year. The decrease in this quarter's effective income tax rate was primarily attributable to the continuing impact of a full, non-cash deferred tax asset valuation allowance (the "valuation allowance"). On a non-GAAP basis, excluding the valuation allowance, income tax benefit was $5.2 million, or 26.4% of pre-tax loss.
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•Net loss was $19.6 million, or $0.65 net loss per share, compared to $12.0 million, or $0.40 net loss per share, last year. On a non-GAAP basis, excluding the valuation allowance, this year's net loss was $14.5 million, or $0.48 net loss per share. Weighted average shares were 30.0 million this year compared to 29.8 million shares last year.
Non-GAAP Financial Measures
In addition to reporting financial measures in accordance with generally accepted accounting principles ("GAAP"), the Company is providing certain non-GAAP financial measures including "non-GAAP income tax benefit," "non-GAAP net loss," and "non-GAAP net loss per share." These amounts are not in accordance with, and should not be construed as an alternative to, the most directly comparable corresponding GAAP measure. The Company’s management believes that these measures help provide investors with insight into the underlying comparable financial results, excluding items that may not be indicative of, or are unrelated to, the Company’s core day-to-day operating results.
For a description of these non-GAAP financial measures and reconciliations of these non-GAAP financial measures to the most directly comparable corresponding financial measures prepared in accordance with GAAP, please see the accompanying table titled “Supplemental Financial Information; Reconciliation of Select GAAP Financial Measures to Non-GAAP Financial Measures” contained in this press release.
Balance Sheet and Liquidity
As of May 4, 2024, the Company had $68.0 million of cash, cash equivalents and marketable securities and no debt outstanding compared to $93.4 million and no debt outstanding as of April 29, 2023. Total inventories increased 1.8% as of May 4, 2024 compared to April 29, 2023. Total year-to-date capital expenditures at the end of the first quarter were $2.1 million this year compared to $4.3 million last year.
Fiscal 2024 Second Quarter Outlook
Total comparable net sales for fiscal May ended June 1, 2024, decreased by (8.4)% relative to the comparable four-week period last year. Based on current quarter-to-date comparable net sales results and current and historical trends, the Company currently estimates the following for the second quarter of fiscal 2024:
•Net sales to be in the range of approximately $160 million to $165 million, translating to an estimated comparable net sales decrease in the range of approximately (10)% to (7)%, respectively, relative to the comparable 13-week period last year;
•SG&A expenses to be in the range of $48 million to $49 million in the absence of any non-cash store asset impairment charges;
•Effective income tax rate of near-zero due to the continuing impact of the valuation allowance;
•After-tax results to be in the range of a net loss of approximately $(3.9) million to $(0.9) million, respectively; and
•Per share results to be in the range of a net loss of $(0.13) to $(0.03), respectively, with estimated weighted average shares of approximately 29.9 million.
The Company currently expects to have 247 total stores open at the end of the second quarter of fiscal 2024 compared to 246 at the end of last year's second quarter.
Conference Call Information
A conference call to discuss these financial results is scheduled for today, June 6, 2024, at 4:30 p.m. ET (1:30 p.m. PT). Investors and analysts interested in participating in the call are invited to dial (877) 300-8521 (domestic) or (412) 317-6026 (international). The conference call will also be available to interested parties through a live webcast at www.tillys.com. Please visit the website and select the “Investor Relations” link at least 15 minutes prior to the start of the call to register and download any necessary software. A telephone replay of the call will be available until June 13, 2024, by dialing (844) 512-2921 (domestic) or (412) 317-6671 (international) and entering the conference identification number: 10188068.
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About Tillys
Tillys is a leading, destination specialty retailer of casual apparel, footwear, accessories and hardgoods for young men, young women, boys and girls with an extensive selection of iconic global, emerging, and proprietary brands rooted in an active, outdoor and social lifestyle. Tillys is headquartered in Irvine, California and currently operates 246 total stores across 33 states, as well as its website, www.tillys.com.
Forward-Looking Statements
Certain statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, statements regarding our current operating expectations in light of historical results, the impacts of inflation and potential recession on us and our customers, including on our future financial condition or operating results, expectations regarding changes in the macro-economic environment, customer traffic, our supply chain, our ability to properly manage our inventory levels, and any other statements about our future cash position, financial flexibility, expectations, plans, intentions, beliefs or prospects expressed by management are forward-looking statements. These forward-looking statements are based on management’s current expectations and beliefs, but they involve a number of risks and uncertainties that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including, but not limited to the impact of inflation on consumer behavior and our business and operations, supply chain difficulties, and our ability to respond thereto, our ability to respond to changing customer preferences and trends, attract customer traffic at our stores and online, execute our growth and long-term strategies, expand into new markets, grow our e-commerce business, effectively manage our inventory and costs, effectively compete with other retailers, attract talented employees, or enhance awareness of our brand and brand image, general consumer spending patterns and levels, including changes in historical spending patterns, the markets generally, our ability to satisfy our financial obligations, including under our credit facility and our leases, and other factors that are detailed in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”), including those detailed in the section titled “Risk Factors” and in our other filings with the SEC, which are available on the SEC’s website at www.sec.gov and on our website at www.tillys.com under the heading “Investor Relations”. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. We do not undertake any obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. This release should be read in conjunction with our financial statements and notes thereto contained in our Form 10-K.
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Tilly’s, Inc.
Consolidated Balance Sheets
(In thousands, except par value)
(unaudited)
May 4,
2024		February 3,
2024		April 29,
2023
ASSETS
Current assets:
Cash and cash equivalents$19,880 $47,027 $43,686 
Marketable securities48,142 48,021 49,695 
Receivables7,135 5,947 12,973 
Merchandise inventories78,535 63,159 77,182 
Prepaid expenses and other current assets9,742 11,905 9,332 
Total current assets163,434 176,059 192,868 
Operating lease assets199,613 203,825 216,385 
Property and equipment, net45,442 48,063 49,438 
Deferred tax assets, net— — 12,728 
Other assets1,522 1,598 1,765 
TOTAL ASSETS$410,011 $429,545 $473,184 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$22,013 $14,506 $24,730 
Accrued expenses12,712 13,063 14,253 
Deferred revenue14,127 14,957 14,792 
Accrued compensation and benefits8,457 9,902 9,056 
Current portion of operating lease liabilities52,662 48,672 49,567 
Current portion of operating lease liabilities, related party3,194 3,121 2,908 
Other liabilities253 336 446 
Total current liabilities113,418 104,557 115,752 
Long-term liabilities:
Noncurrent portion of operating lease liabilities151,875 160,531 169,791 
Noncurrent portion of operating lease liabilities, related party18,438 19,267 21,633 
Other liabilities278 321 487 
Total long-term liabilities170,591 180,119 191,911 
Total liabilities284,009 284,676 307,663 
Stockholders’ equity:
Common stock (Class A)23 23 23 
Common stock (Class B)7 7 7 
Preferred stock— — — 
Additional paid-in capital173,197 172,478 170,608 
Accumulated deficit(47,583)(27,962)(5,438)
Accumulated other comprehensive income358 323 321 
Total stockholders’ equity126,002 144,869 165,521 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$410,011 $429,545 $473,184 

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Tilly’s, Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
(unaudited)
 Thirteen Weeks Ended
 May 4,
2024		April 29,
2023
Net sales$115,856 $123,637 
Cost of goods sold (includes buying, distribution, and occupancy costs)90,612 96,768
Rent expense, related party931 931
Total cost of goods sold (includes buying, distribution, and occupancy costs)91,543 97,699
Gross profit24,313 25,938
Selling, general and administrative expenses44,968 43,066
Rent expense, related party133 133
Total selling, general and administrative expenses45,101 43,199
Operating loss(20,788)(17,261)
Other income, net1,154 1,064
Loss before income taxes(19,634)(16,197)
Income tax benefit (13)(4,229)
Net loss$(19,621)$(11,968)
Basic net loss per share of Class A and Class B common stock$(0.65)$(0.40)
Diluted net loss per share of Class A and Class B common stock$(0.65)$(0.40)
Weighted average basic shares outstanding29,962 29,798 
Weighted average diluted shares outstanding29,962 29,798 























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Tilly’s, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
 Thirteen Weeks Ended
 May 4,
2024		April 29,
2023
Cash flows from operating activities
Net loss$(19,621)$(11,968)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization3,095 3,214 
Stock-based compensation expense566 522 
Impairment of assets1,663 154 
(Gain) loss on disposal of assets(16)16 
Gain on maturities of marketable securities(708)(295)
Deferred income taxes— (4,231)
Changes in operating assets and liabilities:
Receivables(822)(3,683)
Merchandise inventories(15,376)(15,065)
Prepaid expenses and other assets2,690 8,162 
Accounts payable7,480 8,765 
Accrued expenses14 441 
Accrued compensation and benefits(1,445)873 
Operating lease liabilities(2,254)(1,616)
Deferred revenue(830)(1,311)
Other liabilities(126)(173)
Net cash used in operating activities(25,690)(16,195)
Cash flows from investing activities
Purchases of marketable securities(29,496)(24,524)
Purchases of property and equipment(2,137)(4,255)
Proceeds from maturities of marketable securities30,000 15,081 
Proceeds from sale of property and equipment23 — 
Net cash used in investing activities(1,610)(13,698)
Cash flows from financing activities
Proceeds from exercise of stock options153 53 
Net cash provided by financing activities153 53 
Change in cash and cash equivalents(27,147)(29,840)
Cash and cash equivalents, beginning of period47,027 73,526 
Cash and cash equivalents, end of period$19,880 $43,686 








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Tilly’s, Inc.
Supplemental Financial Information
Reconciliation of Select GAAP Financial Measures to Non-GAAP Financial Measures
(In thousands)
(unaudited)

Definitions of certain non-GAAP financial measures included in the tables below are as follows:

•We define "non-GAAP income tax benefit" as loss before income tax multiplied by an effective income tax rate of 26.3%.
Thirteen Weeks Ended
May 4,
2024		April 29,
2023
Income tax benefit$(13)$(4,229)
Non-cash valuation allowance on deferred tax assets(5,164)— 
Non-GAAP income tax benefit$(5,177)$(4,229)

•We define "non-GAAP net loss" as net loss less non-cash valuation allowance on deferred tax assets.
•We define "non-GAAP basic net loss per share" and "non-GAAP diluted net loss per share" as non-GAAP net loss divided by the weighted average shares outstanding on a basic and diluted basis, respectively.

Thirteen Weeks Ended
May 4,
2024		April 29,
2023
Net loss$(19,621)$(11,968)
Non-cash valuation allowance on deferred tax assets(5,164)— 
Non-GAAP net loss$(14,457)$(11,968)
Basic net loss per share of Class A and Class B common stock$(0.65)$(0.40)
Diluted net loss per share of Class A and Class B common stock$(0.65)$(0.40)
Non-GAAP basic net loss per share of Class A and Class B common stock$(0.48)$(0.40)
Non-GAAP diluted net loss per share of Class A and Class B common stock$(0.48)$(0.40)
Weighted average basic shares outstanding used to compute GAAP and non-GAAP basic net loss per share29,962 29,798 
Weighted average diluted shares outstanding used to compute GAAP and non-GAAP diluted net loss per share29,962 29,798 







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Tilly's, Inc.
Store Count and Square Footage

Store
 Count at
 Beginning of Quarter		New Stores
 Opened
During Quarter		Stores
 Permanently Closed
During Quarter		Store Count at
 End of Quarter		Total Gross
 Square Footage
 End of Quarter
 (in thousands)
2023 Q1249122481,809
2023 Q2248—22461,792
2023 Q32463—2491,810
2023 Q4249342481,801
2024 Q1248242461,784


Investor Relations Contact:
Michael Henry, Executive Vice President, Chief Financial Officer
(949) 609-5599, ext. 17000
irelations@tillys.com

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v3.24.1.1.u2
Cover
Jun. 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 06, 2024
Entity Registrant Name TILLY’S, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 1-35535
Entity Tax Identification Number 45-2164791
Entity Address, Address Line One 10 Whatney
Entity Address, City or Town Irvine
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92618
City Area Code (949)
Local Phone Number 609-5599
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, $0.001 par value per share
Trading Symbol TLYS
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001524025
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