0001628280-23-011439 | 10-K | XBRL Viewer

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Cover Page - USD ($)	12 Months Ended
Cover Page - USD ($)	Jan. 28, 2023	Apr. 07, 2023	Jul. 29, 2022
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Jan. 28, 2023
Current Fiscal Year End Date	--01-28
Document Transition Report	false
Entity File Number	001-35535
Entity Registrant Name	TILLY’S, INC.
Entity Incorporation, State or Country Code	DE
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
Title of 12(b) Security	Class A Common Stock, $0.001 par value per share
Trading Symbol	TLYS
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
ICFR Auditor Attestation Flag	true
Entity Public Float			$ 170,252,722
Documents Incorporated by Reference	Portions of the registrant's proxy statement (the "Proxy Statement") for its Annual Meeting of Stockholders anticipated to be held June 14, 2023 are incorporated by reference into Part III of this Annual Report on Form 10-K. Only those portions of the Proxy Statement which are specifically incorporated by reference herein shall constitute a part of this Annual Report on Form 10-K.
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Central Index Key	0001524025
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		22,570,961
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,306,108

Audit Information	12 Months Ended
Audit Information	Jan. 28, 2023
Audit Information [Abstract]
Auditor Name	BDO USA, LLP
Auditor Location	Costa Mesa, California
Auditor Firm ID	243

Consolidated Balance Sheets - USD ($) $ in Thousands	Jan. 28, 2023	Jan. 29, 2022
Current assets:
Cash and cash equivalents	$ 73,526	$ 42,201
Marketable securities	39,753	97,027
Receivables	9,240	6,705
Merchandise inventories	62,117	65,645
Prepaid expenses and other current assets	17,762	16,400
Total current assets	202,398	227,978
Operating lease assets	212,845	216,508
Property and equipment, net	50,635	47,530
Deferred tax assets	8,497	11,446
Other assets	1,377	1,361
Total assets	475,752	504,823
Current liabilities:
Accounts payable	15,956	28,144
Accrued expenses	15,889	19,073
Deferred revenue	16,103	17,096
Accrued compensation and benefits	8,183	17,056
Current portion of operating lease liabilities	48,864	51,504
Current portion of operating lease liabilities, related party	2,839	2,533
Other liabilities	470	761
Total current liabilities	108,304	136,167
Noncurrent portion of operating lease liabilities	167,913	171,965
Other	349	978
Total long-term liabilities	190,650	193,943
Total liabilities	298,954	330,110
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.001 par value; 10,000 shares authorized, no shares issued or outstanding	0	0
Additional paid-in capital	170,033	166,929
Retained earnings	6,530	7,754
Accumulated other comprehensive income (loss)	$ 205	$ (1)
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Total stockholders’ equity	$ 176,798	$ 174,713
Total liabilities and stockholders’ equity	475,752	504,823
Noncurrent portion of deferred rent	22,388	21,000
Class A Common Stock
Stockholders’ equity:
Common stock	$ 23	$ 24
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares outstanding (in shares)	22,562,000	23,719,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares issued (in shares)	22,562,000	23,719,000
Class B Common Stock
Stockholders’ equity:
Common stock	$ 7	$ 7
Common stock, shares authorized (in shares)	35,000,000	35,000,000
Common stock, shares outstanding (in shares)	7,306,000	7,306,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares issued (in shares)	7,306,000	7,306,000

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jan. 28, 2023	Jan. 29, 2022
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	22,562,000	23,719,000
Common stock, shares outstanding (in shares)	22,562,000	23,719,000
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	35,000,000	35,000,000
Common stock, shares issued (in shares)	7,306,000	7,306,000
Common stock, shares outstanding (in shares)	7,306,000	7,306,000

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Net sales	$ 672,280	$ 775,694	$ 531,329
Cost of goods sold (includes buying, distribution, and occupancy costs)	465,916	496,083	386,326
Rent expense, related party	3,616	2,948	2,813
Cost of goods sold (includes buying, distribution, and occupancy costs)	469,532	499,031	389,139
Gross profit	202,748	276,663	142,190
Selling, general and administrative expenses	191,028	188,527	144,701
Rent expense, related party	533	541	529
Selling, general and administrative expenses	191,561	189,068	145,230
Operating income (loss)	11,187	87,595	(3,040)
Other income (expense), net	1,980	(594)	581
Income (loss) before income taxes	13,167	87,001	(2,459)
Income tax expense (benefit)	3,490	22,752	(1,314)
Net income (loss)	$ 9,677	$ 64,249	$ (1,145)
Weighted average basic shares outstanding (in shares)	30,115	30,560	29,697
Weighted average diluted shares outstanding (in shares)	30,323	31,118	29,697
Class A and Class B common stock
Basic earnings per share (in dollars per share)	$ 0.32	$ 2.10	$ (0.04)
Diluted earnings per share (in dollars per share)	$ 0.32	$ 2.06	$ (0.04)

Consolidated Statements of Comprehensive Income - USD ($)	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 9,677,000	$ 64,249,000	$ (1,145,000)
Other comprehensive gain (loss), net of tax:
Net change in unrealized gains (losses) on available-for-sale securities	206,000	(21,000)	(194,000)
Other comprehensive gain (loss), net of tax	206,000	(21,000)	(194,000)
Comprehensive income (loss)	$ 9,883,000	$ 64,228,000	$ (1,339,000)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Consolidated Statements of Stockholders' Equity - USD ($)	Total	Class A Common Stock	Class B Common Stock	Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)
Beginning Balance (in shares) at Feb. 01, 2020					22,323,000	7,406,000
Beginning Balance at Feb. 01, 2020	$ 159,901,000			$ 30,000			$ 153,377,000	$ 6,280,000	$ 214,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(1,145,000)							(1,145,000)
Shares converted by founders (in shares)					100,000	100,000
Stock-based compensation expense	2,036,000						2,036,000
Restricted stock (in shares)					51,000
Exercise of stock options (in shares)					3,000
Exercise of stock options	24,000						24,000
Net change in unrealized gain on available-for-sale securities	(194,000)								(194,000)
Ending Balance (in shares) at Jan. 30, 2021					22,477,000	7,306,000
Ending Balance at Jan. 30, 2021	160,622,000			30,000			155,437,000	5,135,000	20,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	64,249,000							64,249,000
Dividends paid ($2.00 per share)	(61,630,000)							(61,630,000)
Stock-based compensation expense	1,920,000						1,920,000
Restricted stock (in shares)					20,000
Exercise of stock options (in shares)					1,222,000
Exercise of stock options	9,573,000			1,000			9,572,000
Net change in unrealized gain on available-for-sale securities	(21,000)								(21,000)
Ending Balance (in shares) at Jan. 29, 2022		23,719,000	7,306,000		23,719,000	7,306,000
Ending Balance at Jan. 29, 2022	174,713,000			31,000			166,929,000	7,754,000	(1,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	9,677,000
Stock-based compensation expense	$ 2,267,000						2,267,000
Restricted stock (in shares)					63,000
Exercise of stock options (in shares)	38,500				38,000
Exercise of stock options	$ 176,000			0			176,000
Short swing profit settlement	661,000						661,000
Repurchase of common stock (in shares)		(1,258,330)			(1,258,000)
Repurchase of common stock	(10,902,000)	$ (10,900,000)		(1,000)				(10,901,000)
Net change in unrealized gain on available-for-sale securities	206,000								206,000
Ending Balance (in shares) at Jan. 28, 2023		22,562,000	7,306,000		22,562,000	7,306,000
Ending Balance at Jan. 28, 2023	$ 176,798,000			$ 30,000			$ 170,033,000	$ 6,530,000	$ 205,000

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Cash flows from operating activities
Net income (loss)	$ 9,677,000	$ 64,249,000	$ (1,145,000)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	14,134,000	16,836,000	19,055,000
Insurance proceeds from casualty loss	23,000	117,000	0
Share-based compensation expense	2,267,000	1,920,000	2,036,000
Impairment of assets	17,000	136,000	955,000
Loss on disposal of assets	92,000	74,000	87,000
Gain on sales and maturities of marketable securities	(466,000)	(132,000)	(714,000)
Deferred income taxes	2,949,000	503,000	(4,949,000)
Changes in operating assets and liabilities:
Receivables	1,710,000	4,023,000	96,000
Merchandise inventories	3,505,000	(10,064,000)	1,203,000
Prepaid expenses and other assets	(1,487,000)	(10,275,000)	(1,722,000)
Accounts payable	(12,194,000)	3,168,000	5,020,000
Accrued expenses	(5,396,000)	(10,194,000)	10,600,000
Accrued compensation and benefits	(8,873,000)	7,157,000	2,709,000
Operating lease liabilities	(5,231,000)	(7,008,000)	3,141,000
Deferred revenue	(993,000)	3,604,000	1,731,000
Other liabilities	(1,149,000)	(712,000)	794,000
Net cash (used in) provided by operating activities	(1,415,000)	63,402,000	38,897,000
Cash flows from investing activities
Proceeds from maturities of marketable securities	147,271,000	130,352,000	86,170,000
Purchases of marketable securities	(89,349,000)	(162,321,000)	(80,896,000)
Purchases of property and equipment	(15,123,000)	(13,425,000)	(8,471,000)
Proceeds from sale of property and equipment	6,000	37,000	0
Insurance proceeds from casualty loss	0	29,000	0
Net cash provided by (used in) investing activities	42,805,000	(45,328,000)	(3,197,000)
Cash flows from financing activities
Share repurchases	(10,902,000)	0	0
Short swing profit settlement	661,000	0	0
Proceeds from line of credit	0	0	23,675,000
Repayment of line of credit	0	0	(23,675,000)
Dividends paid	0	(61,630,000)	(29,677,000)
Proceeds from exercise of stock options	176,000	9,573,000	24,000
Net cash used in financing activities	(10,065,000)	(52,057,000)	(29,653,000)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect	31,325,000	(33,983,000)	6,047,000
Cash and cash equivalents, beginning of period	42,201,000	76,184,000	70,137,000
Cash and cash equivalents, end of period	73,526,000	42,201,000	76,184,000
Supplemental disclosures of cash flow information
Interest paid	0	1,000	140,000
Income taxes paid	1,467,000	38,504,000	1,034,000
Supplemental disclosure of non-cash activities
Unpaid purchases of property and equipment	3,298,000	1,080,000	2,503,000
Operating lease liabilities arising from obtaining operating lease assets	46,092,000	22,641,000	14,290,000
Operating lease liabilities arising from obtaining operating lease assets, related party	$ 4,386,000	$ 11,980,000	$ 0

Consolidated Statements of Stockholders' Equity (Parenthetical)	12 Months Ended
	Jan. 29, 2022 $ / shares
Statement of Stockholders' Equity [Abstract]
Dividends paid per share (in dollars per share)	$ 2.00

Description of the Company and Basis of Presentation	12 Months Ended
Description of the Company and Basis of Presentation	Jan. 28, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of the Company and Basis of Presentation	Description of the Company and Basis of Presentation 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 we operated 249 stores in 33 states as of January 28, 2023. 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. The consolidated financial statements include the accounts of Tilly's Inc. and WOJT. All intercompany accounts and transactions have been eliminated in consolidation. As used in these Notes to the Consolidated Financial Statements, except where the context otherwise requires or where otherwise indicated, the terms "the Company", "we", "our", "us" and "Tillys" refer to Tilly's, Inc. and its subsidiary, WOJT. Fiscal Year Our fiscal year ends on the Saturday closest to January 31. Fiscal years 2022, 2021 and 2020 ended on January 28, 2023, January 29, 2022 and January 30, 2021, respectively. Fiscal years 2022, 2021 and 2020 each included 52 weeks. Segment Reporting Accounting principles generally accepted in the United States (“GAAP”) has established guidance for reporting information about our operating segments, including disclosures related to our products and services, geographic areas and major customers. We identify our operating segments based on how our business is managed and evaluated. Our operating segments have been aggregated into one reportable segment based on the similar nature of products sold, production, merchandising and distribution processes involved, target customers and economic characteristics. All of our identifiable assets are in the United States.

Summary of Significant Accounting Policies

12 Months Ended

Jan. 28, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Cash and Cash Equivalents

We consider all short-term investments with an initial maturity of 90 days or less when purchased to be cash equivalents.

Marketable Securities

Marketable debt securities are classified as available-for-sale or held-to-maturity and are carried at fair value or amortized cost plus accrued income, respectively. Unrealized holding gains and losses, net of income taxes, on available-for-sale debt securities are reflected as a separate component of stockholders’ equity until realized. For the purposes of computing realized and unrealized gains and losses, cost is determined on a specific identification basis. We classify all marketable securities within current assets on our accompanying Consolidated Balance Sheets.

Merchandise Inventories

Merchandise inventories are comprised of finished goods offered for sale at our retail stores and online. Inventories are stated at the lower of cost or net realizable value using the retail inventory method. An initial markup is applied to inventory at cost in order to establish a cost-to-retail ratio. We believe that the retail inventory method approximates cost. Shipping and handling costs for merchandise shipped to customers of $19.5 million, $20.0 million and $20.6 million in fiscal years 2022, 2021 and 2020, respectively, are included in cost of goods sold in the accompanying Consolidated Statements of Operations.

We review our inventory levels to identify slow-moving merchandise and generally use markdowns to clear this merchandise. At any given time, merchandise inventories include items that have been marked down to management’s best estimate of their fair market value at retail price, with a proportionate write-down to the cost of the inventory. Our management bases the decision to mark down merchandise primarily upon its current sell-through rate and the age of the item, among other factors. These markdowns may have an adverse impact on earnings, depending on the extent and amount of inventory affected. Markdowns are recorded as an increase to cost of goods sold in the accompanying Consolidated Statements of Operations. Total markdowns, including permanent and promotional markdowns, on a cost basis were $58.7 million, $52.5 million, and

$46.5 million in fiscal years 2022, 2021, and 2020, respectively. As of the end of fiscal 2022 and 2021, total accrued markdowns on the balance sheet were $2.3 million and $1.4 million, respectively.

We also record an inventory shrinkage reserve calculated as a percentage of net sales for estimated merchandise losses for the period between the last physical inventory count and the balance sheet date. These estimates are based on historical percentages and can be affected by changes in merchandise mix and changes in shrinkage trends. We perform physical inventory counts at least once per year for the entire chain of stores and our distribution and fulfillment centers, and adjust the inventory shrinkage reserve accordingly. If actual physical inventory losses differ significantly from the estimate, our results of operations could be adversely impacted. The inventory shrinkage reserve reduces the value of total inventory and is a component of inventories on the Consolidated Balance Sheets. The inventory shrinkage reserve at January 28, 2023 and January 29, 2022 was not material.

Property and Equipment, net

Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Equipment is depreciated over five to seven years. Furniture and fixtures are depreciated over five years. Computer software is depreciated over three years. Leasehold improvements and the cost of acquiring leasehold rights are amortized over the lesser of the term of the lease or the estimated useful life of the improvement. The cost of assets sold or retired and the related accumulated depreciation is removed from the accounts with any resulting gain or loss included in net (loss) income in the accompanying Consolidated Statements of Operations.

Repairs and maintenance costs are charged directly to expense as incurred. Major renewals, replacements and improvements that substantially extend the useful life of an asset are capitalized and depreciated.

Impairment of Long-Lived Assets

Impairments are recorded on long-lived assets used in operations whenever events or changes in circumstances indicate that the net carrying amounts 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 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 the weighted average cost of capital. With regard to retail store assets, which are comprised of leasehold improvements, fixtures and computer hardware and software, and operating lease assets, 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. Refer to "Note 11: Fair Value Measurements", for further information.

Operating Leases

We conduct all of our retail sales and corporate operations in leased facilities. Lease terms for our stores are generally ten years in duration (subject to extensions) and provide for escalations in base rents periodically. Many of our store leases contain one or more options to renew the lease at our sole discretion. Generally, we do not consider any additional renewal periods to be reasonably certain of being exercised.

Most store leases include tenant allowances from landlords, rent escalation clauses and/or contingent rent provisions. Certain leases provide for additional rent based on a percentage of sales and annual rent increases generally based upon the Consumer Price Index. In addition, most of our store leases are net leases, which typically require us to be responsible for certain property operating expenses, including property taxes, insurance, common area maintenance, in addition to base rent. Many of our store leases contain certain co-tenancy provisions that permit us to pay rent based on a pre-determined percentage of sales when the occupancy of the retail center falls below minimums established in the lease. For non-cancelable operating lease agreements, operating lease assets and operating lease liabilities are established for leases with an expected term greater than one year and we recognize lease expense on a straight-line basis. Contingent rent, determined based on a percentage of sales in excess of specified levels, is recognized as rent expense when the achievement of the specified sales that triggers the contingent rent is probable.

Refer to "Note 9: Leases" for further information.

Revenue Recognition

Revenue is recognized for store sales when the customer receives and pays for the merchandise at the register, net of estimated returns and taxes collected from our customers. 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 accompanying Consolidated Statements of Operations. For fiscal years 2022, 2021 and 2020, shipping and handling fee revenue included in net sales was $4.0 million, $5.8 million, and $5.4 million, respectively.

We accrue for estimated sales returns by customers based on historical sales return results. As of January 28, 2023 and January 29, 2022, our reserve for sales returns was $1.6 million and $1.9 million, respectively.

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 $11.1 million as of January 28, 2023 and $11.2 million as of January 29, 2022, 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 $16.7 million, $17.2 million and $14.7 million for fiscal years 2022, 2021, and 2020, respectively. For fiscal years 2022, 2021, and 2020, the opening gift card balances were $11.2 million, $9.6 million, and $9.3 million, respectively, of which $6.1 million, $5.3 million, and $5.0 million, respectively, were recognized as revenue during the period.

The following table summarizes net sales from our retail stores and e-commerce (in thousands):


	Fiscal Year Ended
	January 28, 2023		January 29, 2022		January 30, 2021
Retail stores	$	531,150	$	609,744	$	357,896
E-commerce	141,130		165,950		173,433
Total net sales	$	672,280	$	775,694	$	531,329

The following table summarizes the percent of net sales by department:


	Fiscal Year Ended
	January 28, 2023		January 29, 2022		January 30, 2021
Mens	37	%	37	%	36	%
Womens	26	%	26	%	27	%
Accessories	16	%	16	%	15	%
Footwear	12	%	11	%	12	%
Boys	4	%	5	%	5	%
Girls	4	%	4	%	4	%
Outdoor	1	%	1	%	1	%
Total net sales	100	%	100	%	100	%

The following table summarizes the percent of net sales by third-party and proprietary branded merchandise:


	Fiscal Year Ended
	January 28, 2023		January 29, 2022		January 30, 2021
Third-party	68	%	70	%	74	%
Proprietary	32	%	30	%	26	%
Total net sales	100	%	100	%	100	%

Loyalty Program

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 an award that may be used towards the purchase of 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. Our loyalty program allows customers to redeem their awards instantly or build up to additional awards over time. During the first quarter of fiscal 2022, we modified our expiration policy related to unredeemed awards and accumulated partial points from expiration at 365 days after the customer's last purchase activity to expiration at 365 days after the customer's original purchase date. As a result of this modification in expiration policy, the estimated liability

was reduced by $0.5 million during the first quarter of fiscal 2022. A liability is estimated based on the standalone selling price of points earned and expected future redemptions. The deferred revenue for this program was $5.0 million as of January 28, 2023 and $5.9 million as of January 29, 2022. The value of points redeemed through our loyalty program was $8.8 million, $10.5 million and $6.5 million during fiscal years 2022, 2021, and 2020, respectively. For fiscal years 2022, 2021 and 2020, the opening loyalty program balances were $5.9 million, $3.9 million, and $2.4 million, respectively, of which $5.9 million, $3.5 million, and $1.8 million, respectively, were recognized as revenue during the period.

Cost of Goods Sold

Cost of goods sold includes product costs and buying, distribution and occupancy costs as follows:

•Costs of products sold include:

•freight expenses associated with merchandise received from our vendors into our distribution centers;

•vendor allowances;

•cash discounts on payments to merchandise vendors;

•physical inventory losses; and

•markdowns of inventory.

•Buying, distribution and occupancy costs include:

•payroll, benefit costs, and incentive compensation for merchandising personnel;

•temporary employment services

•customer shipping and handling expenses;

•costs associated with operating our distribution and fulfillment centers, including payroll and benefit costs for our distribution center, occupancy costs, and depreciation;

•freight expenses associated with shipping merchandise inventories to or from our distribution and e-com fulfillment centers and to our e-commerce customers and between store locations, and;

•store occupancy costs, including rent, maintenance, utilities, property taxes, business licenses, security costs and depreciation.

Selling, General and Administrative Expenses

•Payroll, benefit costs and incentive compensation for store, regional, e-commerce and corporate employees;

•Occupancy and maintenance costs of corporate office facilities;

•Depreciation related to corporate office assets;

•Advertising and marketing costs, net of reimbursement from vendors;

•Tender costs, including costs associated with credit and debit card interchange fees;

•Long-lived asset impairment charges;

•Legal provisions;

•Other administrative costs such as supplies, consulting, audit and tax preparation fees, travel and lodging; and

•Charitable contributions.

Store Pre-opening Costs

Store pre-opening costs consist primarily of occupancy costs, which are included in cost of goods sold, and payroll expenses, which are included in selling, general and administrative expenses, in the accompanying Consolidated Statements of Operations.

Advertising

We expense advertising costs as incurred, except for direct-mail advertising expenses which are recognized at the time of mailing. Advertising costs include such things as production and distribution of print and digital catalogs; print, online and mobile advertising costs; radio advertisements; and grand openings and other events. Advertising expense, which is classified in selling, general and administrative expenses in the accompanying Consolidated Statements of Operations, was $23.2 million, $24.5 million and $20.5 million in fiscal years 2022, 2021 and 2020, respectively.

Share-Based Compensation

We apply the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation-Stock Compensation (“ASC 718”), for accounting for equity instruments exchanged for employee services. Under the provisions of this standard, share-based compensation expense is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense on a straight-line basis over the employee’s requisite service period (generally the vesting period of the equity grant). Changes in these inputs and assumptions can materially affect the measurement of the estimated fair value of award and related share-based compensation expense. Refer to “Note 12: Share-Based Compensation”, for further information.

Common Stock Share Repurchases

We may repurchase shares of our common stock from time to time pursuant to authorizations approved by our Board of Directors. As permitted under Delaware corporation law, shares repurchased are retired, and accordingly, are not presented separately as treasury stock in the consolidated financial statements. Instead, the value of repurchased shares is deducted from retained earnings.

Income Taxes

We accrue income taxes payable or refundable and recognize deferred tax assets and liabilities based on differences between GAAP and tax bases of assets and liabilities. We measure deferred tax assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse, and recognize the effect of a change in enacted rates in the period of enactment.

We establish assets and liabilities for uncertain positions taken or expected to be taken in income tax returns, using a more-likely-than-not recognition threshold. We include in income tax expense any interest and penalties related to uncertain tax positions.

Earnings per Share

Basic earnings per share is computed using the weighted average number of shares outstanding. Diluted earnings per share is computed using the weighted average number of shares outstanding adjusted for the incremental shares attributed to restricted stock and outstanding options to purchase common stock. Refer to “Note 15: Earnings (Loss) Per Share”, for further information.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and short-term investments. At January 28, 2023 and January 29, 2022, and at various times throughout these years, we had cash in financial institutions in excess of the $250,000 amount insured by the Federal Deposit Insurance Corporation. We typically invest our cash in highly rated, short-term commercial paper, interest-bearing money market funds, municipal bonds and certificates of deposit.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances may result in revised estimates.

Reclassification of Prior Year Presentation

Certain reclassifications have been made between selling, general and administrative expenses and rent expense, related party to conform to the current year presentation. The reclassifications did not impact previously reported gross profit, total selling, general and administrative expenses or net income.

New Accounting Standards Not Yet Adopted

In November 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2019-11, Codification Improvements to Topic 326, Financial Instruments-Credit Losses which amends ("ASU") No. 2016-13 Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), and 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 2019-11 will become effective for us in the first quarter of fiscal 2023, with early adoption permitted and must be adopted using the modified retrospective method. We expect the new rules to apply to our fixed income securities recorded at amortized cost and classified as held-to-maturity and our trade receivables. We do not expect the adoption of this new standard to have a material impact on our consolidated financial statements and related disclosures.

Marketable Securities

12 Months Ended

Jan. 28, 2023

Investments, Debt and Equity Securities [Abstract]

Marketable Securities

Marketable SecuritiesMarketable securities as of January 28, 2023 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 investments in marketable securities at January 28, 2023 and January 29, 2022 (in thousands):


	January 28, 2023
	Cost or Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
Commercial paper	$	29,570	$	180	$	—	$	29,750
Fixed income securities	10,003		—		—		10,003
Total marketable securities	$	39,573	$	180	$	—	$	39,753

	January 29, 2022
	Cost or Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
Commercial paper	$	64,235	$	9	$	(11)	$	64,233
Fixed income securities	32,794		—		—		32,794

Total marketable securities	$	97,029	$	9	$	(11)	$	97,027

For fiscal years 2022, 2021 and 2020, we recognized gains on investments for commercial paper of $0.4 million, $0.1 million and $0.6 million, respectively, which matured during the period. In determining those gains, we used the actual cost of the securities sold. Upon recognition of the gains, we reclassified these amounts out of accumulated other comprehensive income (loss) and into other income (expense), net, on the accompanying Consolidated Statements of Operations.

Receivables

12 Months Ended

Jan. 28, 2023

Receivables [Abstract]

Receivables

At January 28, 2023 and January 29, 2022, receivables consisted of the following (in thousands):


	January 28, 2023		January 29, 2022
Tenant allowances due from landlords	$	4,667	$	2,692
Credit and debit card receivables	2,555		1,367

CARES Act employee retention credit	74		1,313
Other	1,944		1,333

Total receivables	$	9,240	$	6,705

We establish a receivable for amounts we expect to collect. We make estimates for the allowance for doubtful accounts against receivables for any potential uncollectible amounts.

For fiscal years 2022 and 2021, the allowance is zero.

Prepaid Expenses and Other Current Assets

12 Months Ended

Jan. 28, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses and Other Current Assets

At January 28, 2023 and January 29, 2022, prepaid expenses and other current assets consisted of the following (in thousands):


	January 28, 2023		January 29, 2022
Prepaid income taxes	$	10,589	$	9,756
Prepaid insurance	2,288		2,585
Prepaid maintenance	2,223		1,896
Prepaid rent	2,023		1,406
Other	639		757
Total prepaid expenses and other current assets	$	17,762	$	16,400

Property and Equipment

12 Months Ended

Jan. 28, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

At January 28, 2023 and January 29, 2022, property and equipment consisted of the following (in thousands):


	January 28, 2023		January 29, 2022
Leasehold improvements	$	158,511	$	150,239
Furniture and fixtures	47,571		46,397
Computer hardware and software	42,903		41,414
Machinery and equipment	34,263		33,550
Vehicles	2,190		2,187
Construction in progress	6,214		3,615
Property and equipment, gross	291,652		277,402
Accumulated depreciation	(241,017)		(229,872)
Property and equipment, net	$	50,635	$	47,530

Depreciation expense related to property and equipment was $14.1 million, $16.8 million and $19.1 million in fiscal years 2022, 2021 and 2020, respectively.

Impairments are recorded on long-lived assets used in operations whenever events or changes in circumstances indicate that the net carrying amounts may not be recoverable. We recorded non-cash impairment charges of less than $0.1 million, $0.1 million and $1.0 million in selling, general and administrative expenses in fiscal years 2022, 2021 and 2020, respectively, to write down the carrying value of long-lived assets to their estimated fair values. Refer to "Note 11: Fair Value Measurements", for further information. If we are not able to achieve our projected key financial metrics, we may incur additional impairment in the future for long-lived assets.

Accrued Expenses

12 Months Ended

Jan. 28, 2023

Payables and Accruals [Abstract]

Accrued Expenses

At January 28, 2023 and January 29, 2022, accrued expenses consisted of the following (in thousands):


	January 28, 2023		January 29, 2022
Accrued construction	$	3,293	$	1,080
Sales and use taxes payable	2,219		2,650
Merchandise returns	1,643		1,852
Accrued freight	1,091		3,924

Other	7,643		9,567
Total accrued expenses	$	15,889	$	19,073

Credit Agreement	12 Months Ended
Credit Agreement	Jan. 28, 2023
Debt Disclosure [Abstract]
Credit Agreement	Credit Agreement New Credit Agreement On January 20, 2022, we entered into a senior secured credit agreement (the "Credit Agreement") and revolving line of credit note (the "Note") with Wells Fargo Bank, National Association (the “Bank”). The Credit Agreement provides for a senior secured revolving credit facility (“Revolving Facility”) of up to $25.0 million (“Revolving Commitment”) consisting of revolving loans, letters of credit and swing line loans, with a sub-limit on letters of credit outstanding at any time of $15.0 million. The Revolving Facility matures on January 20, 2024. The payment and performance in full of the secured obligations under the Revolving Facility are secured by a lien on and security interest in all of the assets of our company. The payment and performance in full of the obligations under the Credit Agreement are guaranteed by the Company pursuant to a continuing guaranty (the "Guaranty") granted by the Company in favor of the Bank. The payment and performance of the Company’s obligations under the Guaranty are secured by a lien on, and pledge of, all of the equity interests owned by the Company. Borrowings under the Revolving Facility bear interest at a rate per annum equal to the daily simple Secured Overnight Financing Rate ("SOFR") plus 0.75%. Amounts available to be drawn under outstanding letters of credit accrue fees in an amount equal to 1.00% per annum. The unused portion of the Revolving Commitment is not subject to a commitment fee. Under the Credit Agreement, we are subject to a variety of affirmative and negative covenants of types customary in a cash-flow-based lending facility, including financial covenants that require maintenance of (1) a ratio of total funded debt to earnings before interest, taxes, depreciation, amortization and annual rent expenses no greater than 4.00 to 1.00 and (2) a fixed charge coverage ratio of not less than 1.25 to 1.00 (calculation of which takes into account dividends, distributions, redemptions and repurchases of the equity interests of the Company only if the Company’s cash on hand, net of any amounts outstanding under the Credit Agreement, is less than $50.0 million after giving effect to such dividends, distributions, redemptions or repurchases). On January 26, 2023, we entered into the First Amendment to the Credit Agreement, with Wells Fargo Bank, National Association, which amends the Credit Agreement. The Amendment increased our required Total Funded Debt to EBITDAR ratio for each of the fiscal quarters ended January 28, 2023 and April 29, 2023 from 4.00:1.00 to 4.75:1.00. Events of default under the Credit Agreement include, among other things, failure to pay principal, interest, fees or other amounts; covenant defaults; material inaccuracy of representations and warranties; bankruptcy events with respect to the Company; actual or asserted invalidity of any of the loan documents; or a change of control of the Company. In connection with the entry into the Credit Agreement, on January 20, 2022, we entered into certain ancillary agreements, including (i) a security agreement in favor of the Bank (ii) the Guaranty entered into by the Company, and (iii) a third party pledge agreement entered into by the Company in favor of the Bank. The security agreement, the guaranty and the pledge agreement replaced (i) the guaranty by the Company in favor of the Bank, dated November 9, 2020, and (ii) the security agreement dated as of November 9, 2020, between the Company and the Bank, which were both terminated concurrently with the termination of the Prior Credit Agreement (as defined below). As of January 28, 2023, we were in compliance with all of our covenants and had no outstanding borrowings under the Credit Agreement. Prior Credit Agreement The Credit Agreement replaced our previously existing asset-backed credit agreement (the “Prior Credit Agreement”), dated as of November 9, 2020, as amended, with the Bank, which had revolving commitments of up to $65.0 million, a sub-limit on letters of credit of $10.0 million and a sub-limit for swing-line loans of $7.5 million. The Prior Credit Agreement was terminated concurrently with the entry into the Credit Agreement. The maximum borrowings permitted under the Prior Credit Agreement was equal to the lesser of (x) the revolving commitment and (y) the borrowing base. The borrowing base was equal to (a) 90% of the borrower's eligible credit card receivables, plus (b) 90% of the cost of the borrower's eligible inventory, less inventory reserves established by the agent, and adjusted by the appraised value of such eligible inventory, plus (c) 90% of the cost of the borrower's eligible in-transit inventory, less inventory reserves established by the agent, and adjusted by the appraised value of such eligible in-transit inventory (not to exceed 10% of the total amount of all eligible inventory included in the borrowing base) less (d) reserves established by the agent. As of the date the Prior Credit Agreement was terminated, we had no outstanding borrowings under the Credit Agreement, and the only utilization of the letters of credit sub-limit under the Credit Agreement was a $2.025 million irrevocable standby letter of credit, which was previously issued under the Prior Credit Agreement and was transferred on such date to the Credit Agreement. The unused portion of the revolving commitment under the Prior Credit Agreement accrued a commitment fee, which ranged from 0.375% to 0.50% per annum, based on the average daily borrowing capacity under the revolving facility over the applicable fiscal quarter. Borrowings under the Prior Credit Agreement bear interest at a rate per annum that ranged from the LIBOR rate plus 2.0% to the LIBOR rate plus 2.25%, or the base rate plus 1.0% to the base rate plus 1.25%, based on the average daily borrowing capacity under the Prior Credit Agreement over the applicable fiscal quarter. We were allowed to elect to apply either the LIBOR rate or base rate interest to borrowings at our discretion, other than in the case of swing line loans, to which the base rate shall apply. Under the Prior Credit Agreement, we were subject to a variety of affirmative and negative covenants of types customary in an asset-based lending facility, including a financial covenant relating to availability, and customary events of default. Prior to the first anniversary of the closing date, we were prohibited from declaring or paying any cash dividends to our respective stockholders or repurchasing of our own common stock. After the first anniversary of the closing date, we were allowed to declare and pay cash dividends to our respective stockholders and repurchase our own common stock, provided, among other things, no default or event of default exists as of the date of any such payment and after giving effect thereto, certain minimum availability and minimum projected availability tests are satisfied.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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+ Details

Leases

12 Months Ended

Jan. 28, 2023

Leases [Abstract]

Leases

We conduct all of our retail sales and corporate operations in leased facilities. Lease terms generally range up to ten years in duration (subject to elective extensions) and provide for escalations in base rents. Many of our store leases contain one or more options to renew the lease at our sole discretion. Generally, we do not consider any additional renewal periods to be reasonably certain of being exercised.

occupancy of the retail center falls below minimums established in the lease. For non-cancelable operating lease agreements, operating lease assets and operating lease liabilities are established for leases with an expected term greater than one year and we recognize lease expense on a straight-line basis. Contingent rent, determined based on a percentage of sales in excess of specified levels, is recognized as rent expense when the achievement of the specified sales that triggers the contingent rent is probable.

Operating leases

We lease office and warehouse space (10 and 12 Whatney, Irvine, California) from a company that is owned by the co-founders of Tillys. The lease expires on December 31, 2027. We incurred rent expense of $2.1 million, in each of the fiscal years 2022, 2021 and 2020, related to this lease.

We lease office and warehouse space (11 Whatney, Irvine, California) from a company that is owned by one of the co-founders of Tillys. We incurred rent expense of $0.5 million, $0.4 million, and $0.4 million in fiscal years 2022, 2021 and 2020, respectively, related to this lease. The lease deposits were $0.2 million and less than $0.1 million, as of January 28, 2023 and January 29, 2022, respectively, as a component of other assets on the Consolidated Balance Sheets. Pursuant to the lease agreement, the lease payment adjusts annually based upon the Los Angeles/Anaheim/Riverside Urban Consumer Price Index, not to exceed 7%, but a minimum of 3%, in any one annual increase. The lease began on June 29, 2012 and was set to terminate on June 30, 2022. During June 2022, this lease was amended to, among other things, extend the term for an additional 10-year term and adjust the annual payment increases. Pursuant to the amended lease agreement, the lease payments adjust annually based upon the greater of 5% or the Consumer Price Index, and the lease now terminates on June 30, 2032.

We lease a building (17 Pasteur, Irvine, California) from a company that is owned by one of the co-founders of Tillys. We use this property as our e-commerce fulfillment center. We incurred rent expense of $1.5 million, $1.0 million and $0.9 million in fiscal years 2022, 2021 and 2020, respectively, related to this lease. The lease deposits were $0.7 million and $0.4 million, as of January 28, 2023 and January 29, 2022, respectively, as a component of other assets on the Consolidated Balance Sheets. Pursuant to the lease agreement, the lease payment adjusts annually based upon the Los Angeles/Anaheim/Riverside Urban Consumer Price Index, not to exceed 7%, but a minimum of 3%, in any one annual increase. The lease began on November 1, 2011 with a 10-year term and ended on October 31, 2021. During October 2021, this lease was amended to extend the term for an additional period of 10 years and now terminates on October 31, 2031. Pursuant to the amended lease agreement, the lease payment adjusts annually based upon the greater of 5% or the Consumer Price Index.

We sublease a portion of our office space, approximately 5,887 square feet, in the 17 Pasteur Irvine, California facility to Tilly's Life Center, ("TLC"), a related party and a charitable organization. The lease term is for five years and terminates on January 31, 2027. Sublease income is recognized on a straight-line basis over the sublease agreement and is recorded as an offset within the selling, general and administrative section in the Consolidated Statements of Operations.

The maturity of operating lease liabilities as of January 28, 2023 were as follows (in thousands):


Fiscal Year	Related Party		Other		Total		Sublease Income
2023	$	3,932	$	61,445	$	65,377	$	90
2024	4,085		51,625		55,710		95
2025	4,244		42,078		46,322		99
2026	4,411		30,787		35,198		104
2027	4,167		23,515		27,682		—
Thereafter	9,324		50,172		59,496		—
Total minimum lease payments	30,163		259,622		289,785		388
Less: Amount representing interest	4,936		42,845		47,781		—
Present value of operating lease liabilities	$	25,227	$	216,777	$	242,004	$	388

As of January 28, 2023, additional operating lease contracts that have not yet commenced are approximately $1.3 million. Further, additional operating lease contracts and modifications executed subsequent to the balance sheet date, but prior to the report date, are approximately $9.4 million.

Lease expense for fiscal years 2022, 2021 and 2020 was as follows (in thousands):


	Fiscal Year Ended
	January 28, 2023						January 29, 2022						January 30, 2021
	COGS		SG&A		Total		COGS		SG&A		Total		COGS		SG&A		Total
Fixed operating lease expense	$	63,252	$	1,317	$	64,569	$	60,718	$	1,285	$	62,003	$	60,840	$	1,249	$	62,089
Variable lease expense	16,605		44		16,649		18,078		28		$	18,106	16,301		1		16,302
Total lease expense	$	79,857	$	1,361	$	81,218	$	78,796	$	1,313	$	80,109	$	77,141	$	1,250	$	78,391

For the fiscal years ended January 29, 2022, and January 30, 2021 we corrected an immaterial error of $375 thousand and $374 thousand, respectively, which consisted solely of a reclassification of fixed operating lease expense from SG&A to cost of goods sold, in the table above.

Supplemental lease information for the year ended January 28, 2023, January 29, 2022 and January 30, 2021 was as follows:


	Fiscal Year Ended
	January 28, 2023			January 29, 2022			January 30, 2021
Cash paid for amounts included in the measurement of operating lease liabilities (in thousands)	$	69,839		$	69,210		$	64,326
Weighted average remaining lease term (in years)	5.71 years			5.65 years			5.66 years
Weighted average interest rate (1)	6.33		%	6.13		%	6.52		%

(1) Since our leases do not provide an implicit rate, we used our incremental borrowing rate ("IBR") on date of adoption, at lease inception, or lease modification, in determining the present value of future minimum payments.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Jan. 28, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Indemnifications, Commitments, and Guarantees During the normal course of business, we have made certain indemnifications, commitments, and guarantees under which we may be required to make payments for certain transactions. These indemnifications include, but are not limited to, those given to various lessors in connection with facility leases for certain claims arising from such facility or lease, and indemnifications to our directors and officers to the maximum extent permitted under the laws of the state of Delaware. The majority of these indemnifications, commitments, and guarantees do not provide for any limitation of the maximum potential future payments we could be obligated to make, and their duration may be indefinite. We have not recorded any liability for these indemnifications, commitments, and guarantees in the accompanying Consolidated Balance Sheets. Purchase Obligations At January 28, 2023, our future minimum payments under agreements to purchase services primarily for software maintenance aggregated to $2.9 million, payable as follows: $2.1 million in fiscal 2023, $0.5 million in fiscal 2024, $0.2 million in fiscal 2025, and $0.1 million in fiscal 2026. Legal Proceedings From time to time, we may become involved in lawsuits and other claims arising from our ordinary course of business. We establish loss provisions for matters in which losses are probable and can be reasonably estimated. For some matters, 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 occurrence, 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 allegedly aggrieved 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. The parties mediated the PAGA case with a well-respected mediator in March 2020. The case did not settle during mediation nor during ensuing negotiations. The court has not yet issued a trial date; the next status conference is set for August 2023. By agreement between co-defendant BaronHR and Tilly's, BaronHR is required to indemnify us for all of our losses and expenses incurred in connection with this matter. To reduce our indemnifiable losses and expenses in this matter, we have requested that BaronHR enforce its arbitration agreement in light of recent developments in applicable case law, and move to compel the individual PAGA claim to arbitration and dismiss the representative PAGA claims. We have defended this case vigorously, and will continue to do so. We believe that a loss is currently not probable or estimable under FASB Accounting Standards Codification ("ASC") 450, “Contingencies,” and no accrual has been made with regard to this matter. Allison B. Johnson, on behalf of herself and others similarly situated, v. World of Jeans & Tops, Inc. dba Tilly’s et al, Superior Court of California, County of Fresno, Case No. 22CECG03658. In November 2022, 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 January 2023, we filed an answer to the complaint in which we denied all of the claims and asserted various defenses. In March 2023, plaintiff stipulated to individual arbitration in the putative class action lawsuit as a result of a signed arbitration agreement with us, and agreed to dismiss her class claims. In January 2023, the plaintiff filed a representative action pursuant to PAGA, Allison B. Johnson v. World of Jeans & Tops, Inc. dba Tilly's et al, Superior Court of California, County of Fresno, Case No. 23CECG00266, against us seeking penalties on behalf of herself and other allegedly aggrieved employees for the same alleged violations of California's wage and hour laws as alleged in her class action. The plaintiff served her PAGA complaint in April 2023. We are at the preliminary stages of investigating the allegations made in the complaints and intend to defend these cases vigorously. We believe that a loss is currently not probable or estimable under ASC 450, “Contingencies,” and no accrual has been made with regard to this matter.

Fair Value Measurements

12 Months Ended

Jan. 28, 2023

Fair Value Disclosures [Abstract]

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.

We measure certain financial assets at fair value on a recurring basis, including our marketable securities which are classified as available-for-sale securities, and certain cash equivalents, specifically money market securities, commercial paper, municipal bonds and certificates of deposits. The money market accounts are valued based on quoted market prices in active markets. The available-for-sale 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 impairments 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.

We did not make any transfers between Level 1 and Level 2 financial assets during fiscal years 2022, 2021 and 2020. Furthermore, as of January 28, 2023 and January 29, 2022, 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

In accordance with the provisions of ASC 820, Fair Value Measurement, we categorized our financial assets based on the priority of the inputs to the valuation technique for the instruments as follows (in thousands):


	January 28, 2023						January 29, 2022
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Cash equivalents (1):
Money market securities	$	51,756	$	—	$	—	$	32,764	$	—	$	—

Commercial paper	—		19,871		—		—		4,999		—
Marketable securities:
Commercial paper	$	—	$	29,750	$	—	$	—	$	64,233	$	—

(1) Excludes cash

Impairment of Long-Lived Assets

On at least 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. 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 certain stores would not be able to generate sufficient cash flows over the remaining term of the related leases to recover our investment in the respective stores. As a result, we recorded a non-recurring, non-cash impairment charges of approximately less than $0.1 million, $0.1 million and $1.0 million in fiscal years 2022, 2021 and 2020, respectively, to write-down the carrying value of certain long-lived store assets to their estimated fair values.


	Fiscal Year Ended
	January 28, 2023		January 29, 2022		January 30, 2021
	($ in thousands)

Carrying value of assets with impairment	$	17	$	136	$	955
Fair value of assets impaired	$	—	$	—	$	—
Number of stores tested for impairment	14		13		56
Number of stores with impairment	4		1		12

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Share-Based Compensation

12 Months Ended

Jan. 28, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

The Tilly's, Inc. Second Amended and Restated 2012 Equity and Incentive Award Plan (the "2012 Plan") authorizes up to 6,613,900 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 January 28, 2023, there were 1,863,595 shares available for future issuance under the 2012 Plan.

Options

We grant stock options to certain employees that gives 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 non-qualified 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 our stock option activity for fiscal year 2022:


	Stock Options	Grant Date Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)	Aggregate Intrinsic Value (1)
					($ in thousands)
Outstanding at January 29, 2022	1,570,211	$	9.02
Granted	522,500	$	9.37
Exercised	(38,500)	$	4.56
Forfeited	(120,500)	$	9.65
Expired	(60,468)	$	14.63
Outstanding at January 28, 2023	1,873,243	$	8.99	7.3	$	1,996

Exercisable at January 28, 2023	739,043	$	9.70	5.5	$	693

(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 year and the weighted average exercise price of in-the-money stock options outstanding at the end of each fiscal period. The market value per share was $8.70 at January 28, 2023.

The total intrinsic value of options exercised in fiscal years 2022, 2021 and 2020 was $0.2 million, $8.4 million and less than $0.1 million, respectively.

The total fair value of options vested in fiscal years 2022, 2021 and 2020 was $1.8 million, $1.4 million and $1.7 million, respectively.

The total proceeds received from the exercise of stock options in fiscal years 2022, 2021 and 2020 was $0.2 million, $9.6 million and less than $0.1 million, respectively. The tax benefit realized from stock options exercised in fiscal years 2022, 2021 and 2020 was less than $0.1 million, $2.3 million and $0.0 million, respectively.

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.

The fair values of stock options granted in fiscal years 2022, 2021 and 2020 were estimated on the grant dates using the following assumptions:


	Fiscal Year Ended
	January 28, 2023		January 29, 2022		January 30, 2021
Weighted average grant-date fair value per option granted	$4.94		$5.74		$2.23
Expected option term (1)	5.2 years		5.4 years		5.3 years
Expected volatility factor (2)	58.6	%	59.9	%	57.5	%
Risk-free interest rate (3)	2.4	%	0.9	%	0.4	%
Expected annual dividend yield (4)	—	%	—	%	—	%

(1)The expected option term of the awards represents the estimated time that options are expected to be outstanding based upon historical option data.

(2)Stock volatility for each grant is measured using the weighted average of 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.

(4)We do not have a dividend policy and we do not anticipate paying any additional cash dividends on our common stock at this time.

Restricted Stock

Restricted stock awards ("RSAs") represent restricted shares issued upon the date of grant in which the recipient's rights in the stock are restricted until the shares are vested, whereas restricted stock units represent shares issuable in the future upon vesting. Under the 2012 Plan, we grant RSAs to independent members of our Board of Directors and restricted stock units to certain employees. RSAs granted to Board members 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.

The restricted stock units 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 restricted stock units 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 as of January 28, 2023 and changes during fiscal year 2022 are presented below:


	Shares	Weighted- Average Grant-Date Fair Value
Nonvested at January 29, 2022	45,464	$	10.56
Granted	63,492	$	7.56
Vested	(35,472)	$	9.02

Nonvested at January 28, 2023	73,484	$	8.71

The weighted-average grant-date fair value of restricted stock granted during the years ended January 29, 2022 and January 30, 2021 was $16.01 and $6.28, respectively.

The total fair value of restricted stock vested was $0.3 million, $0.7 million and $0.2 million in fiscal years 2022, 2021 and 2020, respectively.

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 accompanying Consolidated Statements of Operations (in thousands):


	Fiscal Year Ended
	January 28, 2023		January 29, 2022		January 30, 2021
Cost of goods sold	$	269	$	193	$	584
Selling, general and administrative expenses	1,998		1,727		1,452
Total share-based compensation	2,267		1,920		2,036
Less: Income tax benefit	(496)		(239)		(537)
Total share-based compensation, net of tax	$	1,771	$	1,681	$	1,499

At January 28, 2023, there was $4.0 million of total unrecognized share-based compensation expense related to unvested stock options and restricted stock awards. This cost has a weighted average remaining recognition period of 2.4 years.

Retirement Savings Plan	12 Months Ended
Retirement Savings Plan	Jan. 28, 2023
Retirement Benefits [Abstract]
Retirement Savings Plan	Retirement Savings PlanThe Tillys 401(k) Plan (the “401(k) Plan”) is a qualified plan under Section 401(k) of the Internal Revenue Code. The 401(k) Plan covers all employees that have attained age 21 and completed at least three months of employment tenure. Matching contributions to the 401(k) Plan by the Company may be made at the discretion of our Board of Directors. Total employer contributions to the 401(k) Plan totaled, $1.2 million, $0.9 million, and $0.0 million in fiscal years 2022, 2021 and 2020, respectively.

- Definition

The entire disclosure for retirement benefits.

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+ Details

Income Taxes

12 Months Ended

Jan. 28, 2023

Income Tax Disclosure [Abstract]

Income Taxes

The components of income tax expense (benefit) for fiscal years 2022, 2021 and 2020 were as follows (in thousands):


	Fiscal Year Ended
	January 28, 2023		January 29, 2022		January 30, 2021
Current:
Federal	$	(8)	$	16,147	$	2,279
State	622		6,094		1,284
	614		22,241		3,563
Deferred:
Federal	2,308		709		(3,889)
State	568		(198)		(988)
	2,876		511		(4,877)
Total income tax expense (benefit)	$	3,490	$	22,752	$	(1,314)

A reconciliation of income tax expense (benefit) to the amount computed at the federal statutory rate for fiscal years 2022, 2021 and 2020 is as follows (in thousands):


	Fiscal Year Ended
	January 28, 2023		January 29, 2022		January 30, 2021
Federal taxes at statutory rate	$	2,764	$	18,270	$	(516)
State and local income taxes, net of federal benefit	754		4,480		(132)
Nondeductible executive compensation	100		660		—
Share-based compensation discrete items (1)	101		(828)		53
Tax credits	(231)		(137)		(166)
Enhanced contribution deduction	(147)		(92)		(77)
Return to provision adjustments	220		208		(582)
Other	(71)		191		106
Total income tax expense (benefit)	$	3,490	$	22,752	$	(1,314)

(1)This amount includes the impact of discrete items related to the expiration of stock options, exercises of stock options and the settlement of restricted stock that are recorded to income tax expense which represents share-based compensation cost previously recognized by us that was greater than the deduction allowed for income tax purposes based on the price of our common stock on the date of expiration, exercise or vesting.

Deferred income taxes reflect the net tax effects of: (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes; and (b) operating loss and tax credit carry-forwards. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations.

Significant components of deferred tax assets and liabilities as of January 28, 2023 and January 29, 2022 were as follows (in thousands):


	January 28, 2023		January 29, 2022
Deferred tax assets:
Lease liability	$	63,562	$	64,754

Compensation and benefits	635		2,829
Inventories	2,120		2,056
Accrued expenses	1,307		1,807
Share-based compensation	984		727
Deferred revenue	1,530		640
Other	848		570
Total deferred tax assets	70,986		73,383
Deferred tax liabilities:
Lease asset	(54,200)		(54,991)
Property and equipment	(7,014)		(5,746)
Prepaid expenses	(1,202)		(1,200)
Marketable securities	(73)		—

Total deferred tax liabilities	(62,489)		(61,937)
Net deferred tax asset	$	8,497	$	11,446

As of January 28, 2023 and January 29, 2022, there were no material federal and state net operating losses or tax credits carried forward.

Uncertain Tax Positions

As of January 28, 2023 and January 29, 2022, there were no material unrecognized tax positions. We do not anticipate that there will be a material change in the balance of the unrecognized tax positions in the next 12 months. Any interest and penalties related to uncertain tax positions are recorded in income tax expense. We did not recognize any interest or penalties related to unrecognized tax positions during fiscal years 2022, 2021 and 2020.

We file income tax returns in the United States federal jurisdiction and in various state and local jurisdictions. In the normal course of business, we are subject to examination by taxing authorities. Fiscal years 2019 through 2021 remain subject to examination for federal tax purposes and fiscal years 2018 through 2021 remain subject to examination in significant state tax jurisdictions.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Earnings (Loss) Per Share

12 Months Ended

Jan. 28, 2023

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

Per Share

Our common stock consists of two classes: Class A and Class B. The Class A and Class B common stock have identical rights, except with respect to voting and conversion.

Basic net income per share is computed based on the weighted average number of common shares outstanding during the period. Diluted net 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, and unamortized compensation expense, 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 restricted stock awards.

The components of basic and diluted earnings per share of Class A and Class B common stock, in aggregate, for fiscal years 2022, 2021 and 2020 are as follows (in thousands, except per share amounts):


	Fiscal Year Ended
	January 28, 2023		January 29, 2022		January 30, 2021
Net income (loss)	$	9,677	$	64,249	$	(1,145)
Weighted average basic shares outstanding	30,115		30,560		29,697
Dilutive effect of stock options and restricted stock	208		558		—
Weighted average shares for diluted earnings per share	30,323		31,118		29,697
Basic earnings (loss) per share of Class A and Class B common stock	$	0.32	$	2.10	$	(0.04)
Diluted earnings (loss) per share of Class A and Class B common stock	$	0.32	$	2.06	$	(0.04)

The earnings per share amounts are the same for Class A and Class B common stock, in aggregate, and individually for Class A and Class B common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation. Shares of Class A and Class B common stock vote together as a single class on all matters submitted to a vote of stockholders. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to 10 votes per share.

The following stock options and restricted stock have been excluded from the calculation of diluted earnings per share as the effect of including these stock options and restricted stock would have been anti-dilutive (in thousands):


	Fiscal Year Ended
	January 28, 2023	January 29, 2022	January 30, 2021
Stock options	1,317	684	2,602
Restricted stock	10	—	72
Total	1,327	684	2,674

Related Party Transactions	12 Months Ended
Related Party Transactions	Jan. 28, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Certain Leases As discussed in “Note 9: Leases”, we lease certain facilities from companies that are owned by the co-founders of Tillys. Tilly's Life Center Tilly’s Life Center, (“TLC”), is a charitable organization which provides underprivileged youth a healthy and caring environment. The Company’s co-founder is also the founder and President of TLC. In each of fiscal 2022, 2021 and 2020, our Board of Directors approved annual financial support for TLC of $200,000. We sublease a portion of our office space, approximately 5,887 square feet, in the 17 Pasteur Irvine, California facility to TLC, a related party and a charitable organization.

Stockholders' Equity	12 Months Ended
Stockholders' Equity	Jan. 28, 2023
Equity [Abstract]
Stockholders' Equity	Stockholders' Equity Our Board of Directors did not declare any special cash dividends either on Class A or Class B common stock for the fiscal year ended January 28, 2023. On November 19, 2021, our Board of Directors declared a special cash dividend of $1.00 per share to all holders of record of issued and outstanding shares of both Class A and Class B common stock as of the close of business on December 7, 2021, with payment of $30.9 million made on December 15, 2021. On June 9, 2021, our Board of Directors declared a special cash dividend of $1.00 per share to all holders of record of issued and outstanding shares of both Class A and Class B common stock as of the close of business on June 25, 2021, with payment of $30.7 million made on July 9, 2021. On January 24, 2020, our Board of Directors declared a special cash dividend of $1.00 per share to all holders of record of issued and outstanding shares of both Class A and Class B common stock as of the close of business on February 12, 2020, with payment of $29.7 million made on February 26, 2020. Short Swing Profit Settlement During Fiscal 2022, Fund 1 Investments, LLC ("Fund 1"), on behalf of itself and its affiliated funds, transferred cash proceeds of $0.7 million to the Company to fulfill obligations deriving from the short swing profit provisions of Section 16(b) of the Securities Exchange Act of 1934. These obligations related to Fund 1's trading activity in the Company's common stock. The cash proceeds were recorded to additional paid-in capital on the Consolidated Balance Sheet and the Consolidated Statement of Stockholders' Equity and is reflected in financing activities on the Consolidated Statement of Cash Flows as of the fiscal year ended January 28, 2023. Share Repurchase ProgramOn March 14, 2022, our Board of Directors authorized a share repurchase program, pursuant to which we were authorized to repurchase up to 2,000,000 shares of our Class A common stock through March 14, 2023, in open market transactions through a broker-dealer at prevailing market prices, in block trades or by any other means in accordance with federal securities laws. During the fiscal year ended January 28, 2023, we repurchased 1,258,330 shares of our Class A common stock at a weighted average price of $8.63 per share for a total of $10.9 million under the program. At January 28, 2023, the remaining repurchase authorization totaled 741,670 shares, which remained unpurchased upon expiration of the program on March 14, 2023.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Share Repurchase Program	12 Months Ended
Share Repurchase Program	Jan. 28, 2023
Equity [Abstract]
Share Repurchase Program	Stockholders' Equity Our Board of Directors did not declare any special cash dividends either on Class A or Class B common stock for the fiscal year ended January 28, 2023. On November 19, 2021, our Board of Directors declared a special cash dividend of $1.00 per share to all holders of record of issued and outstanding shares of both Class A and Class B common stock as of the close of business on December 7, 2021, with payment of $30.9 million made on December 15, 2021. On June 9, 2021, our Board of Directors declared a special cash dividend of $1.00 per share to all holders of record of issued and outstanding shares of both Class A and Class B common stock as of the close of business on June 25, 2021, with payment of $30.7 million made on July 9, 2021. On January 24, 2020, our Board of Directors declared a special cash dividend of $1.00 per share to all holders of record of issued and outstanding shares of both Class A and Class B common stock as of the close of business on February 12, 2020, with payment of $29.7 million made on February 26, 2020. Short Swing Profit Settlement During Fiscal 2022, Fund 1 Investments, LLC ("Fund 1"), on behalf of itself and its affiliated funds, transferred cash proceeds of $0.7 million to the Company to fulfill obligations deriving from the short swing profit provisions of Section 16(b) of the Securities Exchange Act of 1934. These obligations related to Fund 1's trading activity in the Company's common stock. The cash proceeds were recorded to additional paid-in capital on the Consolidated Balance Sheet and the Consolidated Statement of Stockholders' Equity and is reflected in financing activities on the Consolidated Statement of Cash Flows as of the fiscal year ended January 28, 2023. Share Repurchase ProgramOn March 14, 2022, our Board of Directors authorized a share repurchase program, pursuant to which we were authorized to repurchase up to 2,000,000 shares of our Class A common stock through March 14, 2023, in open market transactions through a broker-dealer at prevailing market prices, in block trades or by any other means in accordance with federal securities laws. During the fiscal year ended January 28, 2023, we repurchased 1,258,330 shares of our Class A common stock at a weighted average price of $8.63 per share for a total of $10.9 million under the program. At January 28, 2023, the remaining repurchase authorization totaled 741,670 shares, which remained unpurchased upon expiration of the program on March 14, 2023.

- Definition

+ References

+ Details

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Jan. 28, 2023
Accounting Policies [Abstract]
Cash and Cash Equivalents	Cash and Cash Equivalents We consider all short-term investments with an initial maturity of 90 days or less when purchased to be cash equivalents.
Marketable Securities	Marketable Securities Marketable debt securities are classified as available-for-sale or held-to-maturity and are carried at fair value or amortized cost plus accrued income, respectively. Unrealized holding gains and losses, net of income taxes, on available-for-sale debt securities are reflected as a separate component of stockholders’ equity until realized. For the purposes of computing realized and unrealized gains and losses, cost is determined on a specific identification basis. We classify all marketable securities within current assets on our accompanying Consolidated Balance Sheets.
Merchandise Inventories	Merchandise Inventories Merchandise inventories are comprised of finished goods offered for sale at our retail stores and online. Inventories are stated at the lower of cost or net realizable value using the retail inventory method. An initial markup is applied to inventory at cost in order to establish a cost-to-retail ratio. We believe that the retail inventory method approximates cost. Shipping and handling costs for merchandise shipped to customers of $19.5 million, $20.0 million and $20.6 million in fiscal years 2022, 2021 and 2020, respectively, are included in cost of goods sold in the accompanying Consolidated Statements of Operations. We review our inventory levels to identify slow-moving merchandise and generally use markdowns to clear this merchandise. At any given time, merchandise inventories include items that have been marked down to management’s best estimate of their fair market value at retail price, with a proportionate write-down to the cost of the inventory. Our management bases the decision to mark down merchandise primarily upon its current sell-through rate and the age of the item, among other factors. These markdowns may have an adverse impact on earnings, depending on the extent and amount of inventory affected. Markdowns are recorded as an increase to cost of goods sold in the accompanying Consolidated Statements of Operations. Total markdowns, including permanent and promotional markdowns, on a cost basis were $58.7 million, $52.5 million, and $46.5 million in fiscal years 2022, 2021, and 2020, respectively. As of the end of fiscal 2022 and 2021, total accrued markdowns on the balance sheet were $2.3 million and $1.4 million, respectively.We also record an inventory shrinkage reserve calculated as a percentage of net sales for estimated merchandise losses for the period between the last physical inventory count and the balance sheet date. These estimates are based on historical percentages and can be affected by changes in merchandise mix and changes in shrinkage trends. We perform physical inventory counts at least once per year for the entire chain of stores and our distribution and fulfillment centers, and adjust the inventory shrinkage reserve accordingly. If actual physical inventory losses differ significantly from the estimate, our results of operations could be adversely impacted. The inventory shrinkage reserve reduces the value of total inventory and is a component of inventories on the Consolidated Balance Sheets. The inventory shrinkage reserve at January 28, 2023 and January 29, 2022 was not material.
Property and Equipment	Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Equipment is depreciated over five to seven years. Furniture and fixtures are depreciated over five years. Computer software is depreciated over three years. Leasehold improvements and the cost of acquiring leasehold rights are amortized over the lesser of the term of the lease or the estimated useful life of the improvement. The cost of assets sold or retired and the related accumulated depreciation is removed from the accounts with any resulting gain or loss included in net (loss) income in the accompanying Consolidated Statements of Operations. Repairs and maintenance costs are charged directly to expense as incurred. Major renewals, replacements and improvements that substantially extend the useful life of an asset are capitalized and depreciated.
Impairment of Long-Lived Assets	Impairment of Long-Lived AssetsImpairments are recorded on long-lived assets used in operations whenever events or changes in circumstances indicate that the net carrying amounts 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 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 the weighted average cost of capital. With regard to retail store assets, which are comprised of leasehold improvements, fixtures and computer hardware and software, and operating lease assets, 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.
Operating Leases	Operating Leases We conduct all of our retail sales and corporate operations in leased facilities. Lease terms for our stores are generally ten years in duration (subject to extensions) and provide for escalations in base rents periodically. Many of our store leases contain one or more options to renew the lease at our sole discretion. Generally, we do not consider any additional renewal periods to be reasonably certain of being exercised. Most store leases include tenant allowances from landlords, rent escalation clauses and/or contingent rent provisions. Certain leases provide for additional rent based on a percentage of sales and annual rent increases generally based upon the Consumer Price Index. In addition, most of our store leases are net leases, which typically require us to be responsible for certain property operating expenses, including property taxes, insurance, common area maintenance, in addition to base rent. Many of our store leases contain certain co-tenancy provisions that permit us to pay rent based on a pre-determined percentage of sales when the occupancy of the retail center falls below minimums established in the lease. For non-cancelable operating lease agreements, operating lease assets and operating lease liabilities are established for leases with an expected term greater than one year and we recognize lease expense on a straight-line basis. Contingent rent, determined based on a percentage of sales in excess of specified levels, is recognized as rent expense when the achievement of the specified sales that triggers the contingent rent is probable.
Revenue Recognition	Revenue Recognition Revenue is recognized for store sales when the customer receives and pays for the merchandise at the register, net of estimated returns and taxes collected from our customers. 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 accompanying Consolidated Statements of Operations. For fiscal years 2022, 2021 and 2020, shipping and handling fee revenue included in net sales was $4.0 million, $5.8 million, and $5.4 million, respectively. We accrue for estimated sales returns by customers based on historical sales return results. As of January 28, 2023 and January 29, 2022, our reserve for sales returns was $1.6 million and $1.9 million, respectively. 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 $11.1 million as of January 28, 2023 and $11.2 million as of January 29, 2022, 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 $16.7 million, $17.2 million and $14.7 million for fiscal years 2022, 2021, and 2020, respectively. For fiscal years 2022, 2021, and 2020, the opening gift card balances were $11.2 million, $9.6 million, and $9.3 million, respectively, of which $6.1 million, $5.3 million, and $5.0 million, respectively, were recognized as revenue during the period.
Cost of Goods Sold	Cost of Goods Sold Cost of goods sold includes product costs and buying, distribution and occupancy costs as follows: •Costs of products sold include: •freight expenses associated with merchandise received from our vendors into our distribution centers; •vendor allowances; •cash discounts on payments to merchandise vendors; •physical inventory losses; and •markdowns of inventory. •Buying, distribution and occupancy costs include: •payroll, benefit costs, and incentive compensation for merchandising personnel; •temporary employment services •customer shipping and handling expenses; •costs associated with operating our distribution and fulfillment centers, including payroll and benefit costs for our distribution center, occupancy costs, and depreciation; •freight expenses associated with shipping merchandise inventories to or from our distribution and e-com fulfillment centers and to our e-commerce customers and between store locations, and; •store occupancy costs, including rent, maintenance, utilities, property taxes, business licenses, security costs and depreciation.
Selling, General and Administrative Expenses	Selling, General and Administrative Expenses •Payroll, benefit costs and incentive compensation for store, regional, e-commerce and corporate employees; •Occupancy and maintenance costs of corporate office facilities; •Depreciation related to corporate office assets; •Advertising and marketing costs, net of reimbursement from vendors; •Tender costs, including costs associated with credit and debit card interchange fees; •Long-lived asset impairment charges; •Legal provisions; •Other administrative costs such as supplies, consulting, audit and tax preparation fees, travel and lodging; and •Charitable contributions.
Store Pre-opening Costs	Store Pre-opening Costs Store pre-opening costs consist primarily of occupancy costs, which are included in cost of goods sold, and payroll expenses, which are included in selling, general and administrative expenses, in the accompanying Consolidated Statements of Operations.
Advertising	Advertising We expense advertising costs as incurred, except for direct-mail advertising expenses which are recognized at the time of mailing. Advertising costs include such things as production and distribution of print and digital catalogs; print, online and mobile advertising costs; radio advertisements; and grand openings and other events. Advertising expense, which is classified in selling, general and administrative expenses in the accompanying Consolidated Statements of Operations, was $23.2 million, $24.5 million and $20.5 million in fiscal years 2022, 2021 and 2020, respectively.
Share-Based Compensation	Share-Based CompensationWe apply the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation-Stock Compensation (“ASC 718”), for accounting for equity instruments exchanged for employee services. Under the provisions of this standard, share-based compensation expense is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense on a straight-line basis over the employee’s requisite service period (generally the vesting period of the equity grant). Changes in these inputs and assumptions can materially affect the measurement of the estimated fair value of award and related share-based compensation expense.
Income Taxes	Income Taxes We accrue income taxes payable or refundable and recognize deferred tax assets and liabilities based on differences between GAAP and tax bases of assets and liabilities. We measure deferred tax assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse, and recognize the effect of a change in enacted rates in the period of enactment. We establish assets and liabilities for uncertain positions taken or expected to be taken in income tax returns, using a more-likely-than-not recognition threshold. We include in income tax expense any interest and penalties related to uncertain tax positions.
Earnings per Share	Earnings per ShareBasic earnings per share is computed using the weighted average number of shares outstanding. Diluted earnings per share is computed using the weighted average number of shares outstanding adjusted for the incremental shares attributed to restricted stock and outstanding options to purchase common stock.
Concentration of Credit Risk	Concentration of Credit RiskFinancial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and short-term investments. At January 28, 2023 and January 29, 2022, and at various times throughout these years, we had cash in financial institutions in excess of the $250,000 amount insured by the Federal Deposit Insurance Corporation. We typically invest our cash in highly rated, short-term commercial paper, interest-bearing money market funds, municipal bonds and certificates of deposit.
Use of Estimates	Use of EstimatesThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances may result in revised estimates.
New Accounting Standards Not Yet Adopted	New Accounting Standards Not Yet Adopted In November 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2019-11, Codification Improvements to Topic 326, Financial Instruments-Credit Losses which amends ("ASU") No. 2016-13 Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), and 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 2019-11 will become effective for us in the first quarter of fiscal 2023, with early adoption permitted and must be adopted using the modified retrospective method. We expect the new rules to apply to our fixed income securities recorded at amortized cost and classified as held-to-maturity and our trade receivables. We do not expect the adoption of this new standard to have a material impact on our consolidated financial statements and related disclosures.

Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Tables)

12 Months Ended

Jan. 28, 2023

Accounting Policies [Abstract]

Disaggregation of Revenue

The following table summarizes net sales from our retail stores and e-commerce (in thousands):


	Fiscal Year Ended
	January 28, 2023		January 29, 2022		January 30, 2021
Retail stores	$	531,150	$	609,744	$	357,896
E-commerce	141,130		165,950		173,433
Total net sales	$	672,280	$	775,694	$	531,329

The following table summarizes the percent of net sales by department:


	Fiscal Year Ended
	January 28, 2023		January 29, 2022		January 30, 2021
Mens	37	%	37	%	36	%
Womens	26	%	26	%	27	%
Accessories	16	%	16	%	15	%
Footwear	12	%	11	%	12	%
Boys	4	%	5	%	5	%
Girls	4	%	4	%	4	%
Outdoor	1	%	1	%	1	%
Total net sales	100	%	100	%	100	%

The following table summarizes the percent of net sales by third-party and proprietary branded merchandise:


	Fiscal Year Ended
	January 28, 2023		January 29, 2022		January 30, 2021
Third-party	68	%	70	%	74	%
Proprietary	32	%	30	%	26	%
Total net sales	100	%	100	%	100	%

Marketable Securities (Tables)

12 Months Ended

Jan. 28, 2023

Investments, Debt and Equity Securities [Abstract]

Investments in Marketable Securities

The following table summarizes investments in marketable securities at January 28, 2023 and January 29, 2022 (in thousands):


	January 28, 2023
	Cost or Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
Commercial paper	$	29,570	$	180	$	—	$	29,750
Fixed income securities	10,003		—		—		10,003
Total marketable securities	$	39,573	$	180	$	—	$	39,753

	January 29, 2022
	Cost or Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
Commercial paper	$	64,235	$	9	$	(11)	$	64,233
Fixed income securities	32,794		—		—		32,794

Total marketable securities	$	97,029	$	9	$	(11)	$	97,027

Receivables (Tables)

12 Months Ended

Jan. 28, 2023

Receivables [Abstract]

Components of Receivables

At January 28, 2023 and January 29, 2022, receivables consisted of the following (in thousands):


	January 28, 2023		January 29, 2022
Tenant allowances due from landlords	$	4,667	$	2,692
Credit and debit card receivables	2,555		1,367

CARES Act employee retention credit	74		1,313
Other	1,944		1,333

Total receivables	$	9,240	$	6,705

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Jan. 28, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Components of Prepaid Expenses and Other Current Assets

At January 28, 2023 and January 29, 2022, prepaid expenses and other current assets consisted of the following (in thousands):


	January 28, 2023		January 29, 2022
Prepaid income taxes	$	10,589	$	9,756
Prepaid insurance	2,288		2,585
Prepaid maintenance	2,223		1,896
Prepaid rent	2,023		1,406
Other	639		757
Total prepaid expenses and other current assets	$	17,762	$	16,400

Property and Equipment (Tables)

12 Months Ended

Jan. 28, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

At January 28, 2023 and January 29, 2022, property and equipment consisted of the following (in thousands):


	January 28, 2023		January 29, 2022
Leasehold improvements	$	158,511	$	150,239
Furniture and fixtures	47,571		46,397
Computer hardware and software	42,903		41,414
Machinery and equipment	34,263		33,550
Vehicles	2,190		2,187
Construction in progress	6,214		3,615
Property and equipment, gross	291,652		277,402
Accumulated depreciation	(241,017)		(229,872)
Property and equipment, net	$	50,635	$	47,530

Accrued Expenses (Tables)

12 Months Ended

Jan. 28, 2023

Payables and Accruals [Abstract]

Components of Accrued Expenses

At January 28, 2023 and January 29, 2022, accrued expenses consisted of the following (in thousands):


	January 28, 2023		January 29, 2022
Accrued construction	$	3,293	$	1,080
Sales and use taxes payable	2,219		2,650
Merchandise returns	1,643		1,852
Accrued freight	1,091		3,924

Other	7,643		9,567
Total accrued expenses	$	15,889	$	19,073

Leases (Tables)

12 Months Ended

Jan. 28, 2023

Leases [Abstract]

Lessee, Operating Lease, Liability, Maturity

The maturity of operating lease liabilities as of January 28, 2023 were as follows (in thousands):


Fiscal Year	Related Party		Other		Total		Sublease Income
2023	$	3,932	$	61,445	$	65,377	$	90
2024	4,085		51,625		55,710		95
2025	4,244		42,078		46,322		99
2026	4,411		30,787		35,198		104
2027	4,167		23,515		27,682		—
Thereafter	9,324		50,172		59,496		—
Total minimum lease payments	30,163		259,622		289,785		388
Less: Amount representing interest	4,936		42,845		47,781		—
Present value of operating lease liabilities	$	25,227	$	216,777	$	242,004	$	388

Lease, Cost

Lease expense for fiscal years 2022, 2021 and 2020 was as follows (in thousands):


	Fiscal Year Ended
	January 28, 2023						January 29, 2022						January 30, 2021
	COGS		SG&A		Total		COGS		SG&A		Total		COGS		SG&A		Total
Fixed operating lease expense	$	63,252	$	1,317	$	64,569	$	60,718	$	1,285	$	62,003	$	60,840	$	1,249	$	62,089
Variable lease expense	16,605		44		16,649		18,078		28		$	18,106	16,301		1		16,302
Total lease expense	$	79,857	$	1,361	$	81,218	$	78,796	$	1,313	$	80,109	$	77,141	$	1,250	$	78,391

Supplemental lease information for the year ended January 28, 2023, January 29, 2022 and January 30, 2021 was as follows:


	Fiscal Year Ended
	January 28, 2023			January 29, 2022			January 30, 2021
Cash paid for amounts included in the measurement of operating lease liabilities (in thousands)	$	69,839		$	69,210		$	64,326
Weighted average remaining lease term (in years)	5.71 years			5.65 years			5.66 years
Weighted average interest rate (1)	6.33		%	6.13		%	6.52		%

Fair Value Measurements (Tables)

12 Months Ended

Jan. 28, 2023

Fair Value Disclosures [Abstract]

Financial Assets Categorized Based on Priority of Inputs to Valuation Technique Instruments


	January 28, 2023						January 29, 2022
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Cash equivalents (1):
Money market securities	$	51,756	$	—	$	—	$	32,764	$	—	$	—

Commercial paper	—		19,871		—		—		4,999		—
Marketable securities:
Commercial paper	$	—	$	29,750	$	—	$	—	$	64,233	$	—

(1) Excludes cash

Details of Impairment of Long-Lived Assets

As a result, we recorded a non-recurring, non-cash impairment charges of approximately less than $0.1 million, $0.1 million and $1.0 million in fiscal years 2022, 2021 and 2020, respectively, to write-down the carrying value of certain long-lived store assets to their estimated fair values.


	Fiscal Year Ended
	January 28, 2023		January 29, 2022		January 30, 2021
	($ in thousands)

Carrying value of assets with impairment	$	17	$	136	$	955
Fair value of assets impaired	$	—	$	—	$	—
Number of stores tested for impairment	14		13		56
Number of stores with impairment	4		1		12

Share-Based Compensation (Tables)

12 Months Ended

Jan. 28, 2023

Share-Based Payment Arrangement [Abstract]

Stock Option Activity Under Stock Option Plan

The following table summarizes our stock option activity for fiscal year 2022:


	Stock Options	Grant Date Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)	Aggregate Intrinsic Value (1)
					($ in thousands)
Outstanding at January 29, 2022	1,570,211	$	9.02
Granted	522,500	$	9.37
Exercised	(38,500)	$	4.56
Forfeited	(120,500)	$	9.65
Expired	(60,468)	$	14.63
Outstanding at January 28, 2023	1,873,243	$	8.99	7.3	$	1,996

Exercisable at January 28, 2023	739,043	$	9.70	5.5	$	693

Assumptions Used to Estimate Fair Value of Stock Options Granted

The fair values of stock options granted in fiscal years 2022, 2021 and 2020 were estimated on the grant dates using the following assumptions:


	Fiscal Year Ended
	January 28, 2023		January 29, 2022		January 30, 2021
Weighted average grant-date fair value per option granted	$4.94		$5.74		$2.23
Expected option term (1)	5.2 years		5.4 years		5.3 years
Expected volatility factor (2)	58.6	%	59.9	%	57.5	%
Risk-free interest rate (3)	2.4	%	0.9	%	0.4	%
Expected annual dividend yield (4)	—	%	—	%	—	%

(1)The expected option term of the awards represents the estimated time that options are expected to be outstanding based upon historical option data.

(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.

(4)We do not have a dividend policy and we do not anticipate paying any additional cash dividends on our common stock at this time.

Summary of Status of Non-Vested Restricted Stock

A summary of the status of non-vested restricted stock as of January 28, 2023 and changes during fiscal year 2022 are presented below:


	Shares	Weighted- Average Grant-Date Fair Value
Nonvested at January 29, 2022	45,464	$	10.56
Granted	63,492	$	7.56
Vested	(35,472)	$	9.02

Nonvested at January 28, 2023	73,484	$	8.71

Schedule of Stock Based Compensation

The following table summarizes share-based compensation recorded in the accompanying Consolidated Statements of Operations (in thousands):


	Fiscal Year Ended
	January 28, 2023		January 29, 2022		January 30, 2021
Cost of goods sold	$	269	$	193	$	584
Selling, general and administrative expenses	1,998		1,727		1,452
Total share-based compensation	2,267		1,920		2,036
Less: Income tax benefit	(496)		(239)		(537)
Total share-based compensation, net of tax	$	1,771	$	1,681	$	1,499

Income Taxes (Tables)

12 Months Ended

Jan. 28, 2023

Income Tax Disclosure [Abstract]

Components of Income Tax Expense

The components of income tax expense (benefit) for fiscal years 2022, 2021 and 2020 were as follows (in thousands):


	Fiscal Year Ended
	January 28, 2023		January 29, 2022		January 30, 2021
Current:
Federal	$	(8)	$	16,147	$	2,279
State	622		6,094		1,284
	614		22,241		3,563
Deferred:
Federal	2,308		709		(3,889)
State	568		(198)		(988)
	2,876		511		(4,877)
Total income tax expense (benefit)	$	3,490	$	22,752	$	(1,314)

Reconciliation of Income Tax Expense to Amount Computed At Federal Statutory Rate

A reconciliation of income tax expense (benefit) to the amount computed at the federal statutory rate for fiscal years 2022, 2021 and 2020 is as follows (in thousands):


	Fiscal Year Ended
	January 28, 2023		January 29, 2022		January 30, 2021
Federal taxes at statutory rate	$	2,764	$	18,270	$	(516)
State and local income taxes, net of federal benefit	754		4,480		(132)
Nondeductible executive compensation	100		660		—
Share-based compensation discrete items (1)	101		(828)		53
Tax credits	(231)		(137)		(166)
Enhanced contribution deduction	(147)		(92)		(77)
Return to provision adjustments	220		208		(582)
Other	(71)		191		106
Total income tax expense (benefit)	$	3,490	$	22,752	$	(1,314)

Significant Components of Deferred Tax Assets and Liabilities

Significant components of deferred tax assets and liabilities as of January 28, 2023 and January 29, 2022 were as follows (in thousands):


	January 28, 2023		January 29, 2022
Deferred tax assets:
Lease liability	$	63,562	$	64,754

Compensation and benefits	635		2,829
Inventories	2,120		2,056
Accrued expenses	1,307		1,807
Share-based compensation	984		727
Deferred revenue	1,530		640
Other	848		570
Total deferred tax assets	70,986		73,383
Deferred tax liabilities:
Lease asset	(54,200)		(54,991)
Property and equipment	(7,014)		(5,746)
Prepaid expenses	(1,202)		(1,200)
Marketable securities	(73)		—

Total deferred tax liabilities	(62,489)		(61,937)
Net deferred tax asset	$	8,497	$	11,446

Earnings (Loss) Per Share (Tables)

12 Months Ended

Jan. 28, 2023

Earnings Per Share [Abstract]

Components of Basic and Diluted Earnings Per Share

The components of basic and diluted earnings per share of Class A and Class B common stock, in aggregate, for fiscal years 2022, 2021 and 2020 are as follows (in thousands, except per share amounts):


	Fiscal Year Ended
	January 28, 2023		January 29, 2022		January 30, 2021
Net income (loss)	$	9,677	$	64,249	$	(1,145)
Weighted average basic shares outstanding	30,115		30,560		29,697
Dilutive effect of stock options and restricted stock	208		558		—
Weighted average shares for diluted earnings per share	30,323		31,118		29,697
Basic earnings (loss) per share of Class A and Class B common stock	$	0.32	$	2.10	$	(0.04)
Diluted earnings (loss) per share of Class A and Class B common stock	$	0.32	$	2.06	$	(0.04)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Fiscal Year Ended
	January 28, 2023	January 29, 2022	January 30, 2021
Stock options	1,317	684	2,602
Restricted stock	10	—	72
Total	1,327	684	2,674

Description of Company and Basis of Presentation - Additional Information (Details)	12 Months Ended
	Jan. 28, 2023 store State segment	Jan. 29, 2022	Jan. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of stores \| store	249
Number of states in which entity operates \| State	33
Fiscal period duration	363 days	363 days	363 days
Number of reportable segments \| segment	1

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) shares in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021	Nov. 01, 2011
Accounting Policies [Line Items]
Shipping and handling cost	$ 469,532,000	$ 499,031,000	$ 389,139,000
Inventory markdowns	58,700,000	52,500,000	46,500,000
Reserve for unexecuted markdowns	2,300,000	1,400,000
Revenue	672,280,000	775,694,000	531,329,000
Advertising expense	$ 23,200,000	$ 24,500,000	$ 20,500,000
Incremental common shares used in calculating diluted EPS (in shares)	208	558	0
FDIC insured amount	$ 250,000	$ 250,000
Contract with Customer, Liability, Revenue Recognized	5,900,000	3,500,000	$ 1,800,000
Merchandise returns	$ 1,643,000	$ 1,852,000
Lease terms (in years)	10 years	10 years		10 years
Sales Returns and Allowances
Accounting Policies [Line Items]
Sales returns reserve	$ 1,600,000	$ 1,900,000
Furniture and Fixtures
Accounting Policies [Line Items]
Estimated useful lives of the assets (in years)	5 years
Computer Software
Accounting Policies [Line Items]
Estimated useful lives of the assets (in years)	3 years
Maximum \| Equipment
Accounting Policies [Line Items]
Estimated useful lives of the assets (in years)	7 years
Maximum \| Cash and Cash Equivalents
Accounting Policies [Line Items]
Short term investment maturity period (in days)	90 days
Minimum \| Equipment
Accounting Policies [Line Items]
Estimated useful lives of the assets (in years)	5 years
Shipping and Handling
Accounting Policies [Line Items]
Shipping and handling cost	$ 19,500,000	20,000,000	20,600,000
Revenue	4,000,000	5,800,000	5,400,000
Breakage Revenue for Gift Cards
Accounting Policies [Line Items]
Contract with Customer, Liability, Revenue Recognized	6,100,000	5,300,000	5,000,000
Revenue from Contract with Customer, Excluding Assessed Tax	$ 16,700,000	$ 17,200,000	$ 14,700,000

Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($)	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021	Feb. 01, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 672,280,000	$ 775,694,000	$ 531,329,000
Percentage of total net sales	100.00%	100.00%	100.00%
Contract with Customer, Liability, Revenue Recognized	$ 5,900,000	$ 3,500,000	$ 1,800,000
Deferred Revenue, Revenue Recognized	8,800,000	10,500,000	6,500,000
Deferred Revenue	5,000,000	5,900,000	3,900,000	$ 2,400,000
Retail stores
Disaggregation of Revenue [Line Items]
Revenue	531,150,000	609,744,000	357,896,000
E-commerce
Disaggregation of Revenue [Line Items]
Revenue	$ 141,130,000	$ 165,950,000	$ 173,433,000
Mens
Disaggregation of Revenue [Line Items]
Percentage of total net sales	37.00%	37.00%	36.00%
Womens
Disaggregation of Revenue [Line Items]
Percentage of total net sales	26.00%	26.00%	27.00%
Accessories
Disaggregation of Revenue [Line Items]
Percentage of total net sales	16.00%	16.00%	15.00%
Footwear
Disaggregation of Revenue [Line Items]
Percentage of total net sales	12.00%	11.00%	12.00%
Boys
Disaggregation of Revenue [Line Items]
Percentage of total net sales	4.00%	5.00%	5.00%
Girls
Disaggregation of Revenue [Line Items]
Percentage of total net sales	4.00%	4.00%	4.00%
Outdoor
Disaggregation of Revenue [Line Items]
Percentage of total net sales	1.00%	1.00%	1.00%
Breakage Revenue for Gift Cards
Disaggregation of Revenue [Line Items]
Contract with Customer, Liability, Revenue Recognized	$ 6,100,000	$ 5,300,000	$ 5,000,000
Contract with Customer, Liability, Current	$ 11,100,000	$ 11,200,000	$ 9,600,000	$ 9,300,000
Third-party
Disaggregation of Revenue [Line Items]
Percentage of total net sales	68.00%	70.00%	74.00%
Proprietary
Disaggregation of Revenue [Line Items]
Percentage of total net sales	32.00%	30.00%	26.00%

Marketable Securities - Investments in Marketable Securities (Details) - USD ($) $ in Thousands	Jan. 28, 2023	Jan. 29, 2022
Financial Instruments And Marketable Securities [Line Items]
Cost or Amortized Cost	$ 39,573	$ 97,029
Gross Unrealized Holding Gains	180	9
Gross Unrealized Holding Losses	0	(11)
Estimated Fair Value	39,753	97,027
Commercial Paper
Financial Instruments And Marketable Securities [Line Items]
Cost or Amortized Cost	29,570	64,235
Gross Unrealized Holding Gains	180	9
Gross Unrealized Holding Losses	0	(11)
Estimated Fair Value	29,750	64,233
Fixed income securities
Financial Instruments And Marketable Securities [Line Items]
Cost or Amortized Cost	10,003	32,794
Gross Unrealized Holding Gains	0	0
Gross Unrealized Holding Losses	0	0
Estimated Fair Value	$ 10,003	$ 32,794

Marketable Securities - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Schedule of Investments [Line Items]
Gains on sales and maturities of marketable securities	$ 466	$ 132	$ 714
Commercial Paper
Schedule of Investments [Line Items]
Gains on sales and maturities of marketable securities	$ 400	$ 100	$ 600

Receivables - Components of Receivables (Details) - USD ($) $ in Thousands	Jan. 28, 2023	Jan. 29, 2022
Receivables [Abstract]
Tenant allowances due from landlords	$ 4,667	$ 2,692
Credit and debit card receivables	2,555	1,367
CARES Act employee retention credit	74	1,313
Other	1,944	1,333
Total receivables	$ 9,240	$ 6,705

Prepaid Expenses and Other Current Assets - Components of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Jan. 28, 2023	Jan. 29, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid income taxes	$ 10,589	$ 9,756
Prepaid rent	2,023	1,406
Prepaid maintenance	2,223	1,896
Prepaid insurance	2,288	2,585
Other	639	757
Total prepaid expenses and other current assets	$ 17,762	$ 16,400

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Jan. 28, 2023	Jan. 29, 2022
Property, Plant and Equipment [Abstract]
Leasehold improvements	$ 158,511	$ 150,239
Furniture and fixtures	47,571	46,397
Computer hardware and software	42,903	41,414
Machinery and equipment	34,263	33,550
Vehicles	2,190	2,187
Construction in progress	6,214	3,615
Property and equipment, gross	291,652	277,402
Accumulated depreciation	(241,017)	(229,872)
Property and equipment, net	$ 50,635	$ 47,530

Property and Equipment - Additional Information (Details) - USD ($)	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 14,100,000	$ 16,800,000	$ 19,100,000
Impairment of assets	$ 100,000	$ 100,000	$ 1,000,000
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]	Selling, general and administrative expenses	Selling, general and administrative expenses	Selling, general and administrative expenses

Accrued Expenses - Components of Accrued Expenses (Details) - USD ($) $ in Thousands	Jan. 28, 2023	Jan. 29, 2022
Payables and Accruals [Abstract]
Accrued construction	$ 3,293	$ 1,080
Sales and use taxes payable	2,219	2,650
Merchandise returns	1,643	1,852
Accrued freight	1,091	3,924
Other	7,643	9,567
Total accrued expenses	$ 15,889	$ 19,073

Credit Agreement (Details)		12 Months Ended
Credit Agreement (Details)	Nov. 09, 2020 USD ($)	Jan. 28, 2023 USD ($)	Jan. 26, 2023	Jan. 20, 2022 USD ($)
Minimum
Line of Credit Facility [Line Items]
Unused capacity commitment fee percentage	0.375%
Maximum
Line of Credit Facility [Line Items]
Unused capacity commitment fee percentage	0.50%
Revolving Credit Facility
Line of Credit Facility [Line Items]
Line of credit, maximum borrowing capacity	$ 65,000,000			$ 25,000,000
Total fund debt to earnings before interest, taxes, depreciation, amortization and annual rent expenses			4.75	4.00
Fixed charge coverage ratio				1.25
Cash on hand (less than)				$ 50,000,000
Outstanding borrowing		$ 0
Percent of eligible credit card receivables	90.00%
Percent of cost of eligible inventory	90.00%
Percent of cost of eligible in-transit inventory	90.00%
Percent of all eligible inventory	10.00%
Revolving Credit Facility \| Secured Overnight Financing Rate (SOFR)
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)		0.75%
Revolving Credit Facility \| LIBOR \| Minimum
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	2.00%
Revolving Credit Facility \| LIBOR \| Maximum
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	2.25%
Revolving Credit Facility \| Base Rate \| Minimum
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	1.00%
Revolving Credit Facility \| Base Rate \| Maximum
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	1.25%
Letter of Credit
Line of Credit Facility [Line Items]
Line of credit, maximum borrowing capacity	$ 10,000,000			15,000,000
Commitment fee percentage		1.00%
Letter of credit outstanding				$ 2,025,000.000
Bridge Loan
Line of Credit Facility [Line Items]
Line of credit, maximum borrowing capacity	$ 7,500,000

Leases - Additional Information (Details) $ in Thousands	1 Months Ended	12 Months Ended
Leases - Additional Information (Details) $ in Thousands	Jun. 30, 2022	Jan. 28, 2023 USD ($) ft²	Jan. 29, 2022 USD ($)	Jan. 30, 2021 USD ($)	Oct. 31, 2021	Nov. 01, 2011
Operating Leased Assets [Line Items]
Lease terms (in years)		10 years	10 years			10 years
Additional operating lease contracts that have not yet commenced, amount		$ 9,400
Operating lease assets		212,845	$ 216,508
Operating lease liability		242,004
Lease term, extension period					10 years
Lessee, Operating Lease, Lease Payment Adjustment, Percentage					5.00%
Current portion of operating lease liabilities		48,864	51,504
Noncurrent portion of operating lease liabilities		$ 167,913	171,965
Building
Operating Leased Assets [Line Items]
Rent expense			1,000	$ 900
Lease expiration date		Oct. 31, 2021
Operating Lease, Expense		$ 1,500
Building \| Office and warehouse space
Operating Leased Assets [Line Items]
Annual lease adjustment rate (percent)	5.00%
Operating Lease, Expense		500	400	$ 400
Deposit Assets		200	100
Building \| Corporate headquarters and distribution center
Operating Leased Assets [Line Items]
Operating Lease, Expense		$ 2,100
Building \| 11 Whatney, Irvine, California
Operating Leased Assets [Line Items]
Lease terms (in years)	10 years
Building \| 11 Whatney, Irvine, California \| Minimum
Operating Leased Assets [Line Items]
Annual lease adjustment rate (percent)		3.00%
Building \| 11 Whatney, Irvine, California \| Maximum
Operating Leased Assets [Line Items]
Annual lease adjustment rate (percent)		7.00%
Building \| 17 Pasteur, Irvine, California
Operating Leased Assets [Line Items]
Deposit Assets		$ 700	$ 400
Sublease, Term Of Contract		5 years
Building \| 17 Pasteur, Irvine, California \| Affiliated Entity
Operating Leased Assets [Line Items]
Net Rentable Area \| ft²		5,887
Building \| 17 Pasteur, Irvine, California \| Minimum
Operating Leased Assets [Line Items]
Annual lease adjustment rate (percent)		3.00%
Building \| 17 Pasteur, Irvine, California \| Maximum
Operating Leased Assets [Line Items]
Annual lease adjustment rate (percent)		7.00%

Leases - Future Minimum Lease Commitments (Details)	Jan. 28, 2023 USD ($)
Lessee, Lease, Description [Line Items]
2023	$ 65,377,000
2024	55,710,000
2025	46,322,000
2026	35,198,000
2027	27,682,000
Thereafter	59,496,000
Total minimum lease payments	289,785,000
Less: Amount representing interest	47,781,000
Present value of operating lease liabilities	242,004,000
2023	90,000
2024	95,000
2025	99,000
2026	104,000
2027	0
Thereafter	0
Total minimum lease payments	388,000
Related Party
Lessee, Lease, Description [Line Items]
2023	3,932,000
2024	4,085,000
2025	4,244,000
2026	4,411,000
2027	4,167,000
Thereafter	9,324,000
Total minimum lease payments	30,163,000
Less: Amount representing interest	4,936,000
Present value of operating lease liabilities	25,227,000
Other
Lessee, Lease, Description [Line Items]
2023	61,445,000
2024	51,625,000
2025	42,078,000
2026	30,787,000
2027	23,515,000
Thereafter	50,172,000
Total minimum lease payments	259,622,000
Less: Amount representing interest	42,845,000
Present value of operating lease liabilities	$ 216,777,000

Leases - Lease Costs (Details) - USD ($)	12 Months Ended
Leases - Lease Costs (Details) - USD ($)	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Lessee, Lease, Description [Line Items]
Fixed operating lease expense	$ 64,569,000	$ 62,003,000	$ 62,089,000
Variable lease expense	16,649,000	18,106,000	16,302,000
Total lease expense	$ 81,218,000	80,109,000	78,391,000
Cash paid for amounts included in the measurement of operating lease liabilities (in thousands)		$ 69,210,000	$ 64,326,000
Weighted average remaining lease term (in years)	5 years 8 months 15 days	5 years 7 months 24 days	5 years 7 months 28 days
Weighted average interest rate (1)	6.33%	6.13%	6.52%
COGS
Lessee, Lease, Description [Line Items]
Fixed operating lease expense	$ 63,252,000	$ 60,718,000	$ 60,840,000
Variable lease expense	16,605,000	18,078,000	16,301,000
Total lease expense	79,857,000	78,796,000	77,141,000
COGS \| Revision of Prior Period, Reclassification, Adjustment
Lessee, Lease, Description [Line Items]
Fixed operating lease expense		375,000	374,000
SG&A
Lessee, Lease, Description [Line Items]
Fixed operating lease expense	1,317,000	1,285,000	1,249,000
Variable lease expense	44,000	28,000	1,000
Total lease expense	$ 1,361,000	$ 1,313,000	$ 1,250,000

Commitment And Contingencies - Additional Information (Details) $ in Millions	Jan. 28, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Total future minimum payment due	$ 2.9
Future minimum payment due in year 1	2.1
Future minimum payment due in year 2	0.5
Future minimum payment due in year 3	0.2
Future minimum payment due in year 4	$ 0.1

Fair Value Measurements - Financial Assets Categorized Based on Priority of Inputs to Valuation Technique Instruments (Details) - USD ($) $ in Thousands	Jan. 28, 2023	Jan. 29, 2022
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Marketable securities	$ 39,753	$ 97,027
Commercial Paper
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Marketable securities	29,750	64,233
Fair Value, Inputs, Level 1 \| Money Market Instruments
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Cash equivalents	51,756	32,764
Fair Value, Inputs, Level 1 \| Commercial Paper
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Marketable securities	0	0
Fair Value, Inputs, Level 2 \| Money Market Instruments
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Cash equivalents	0	0
Fair Value, Inputs, Level 2 \| Commercial Paper
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Cash equivalents	19,871	4,999
Marketable securities	29,750	64,233
Fair Value, Inputs, Level 3 \| Money Market Instruments
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Cash equivalents	0	0
Fair Value, Inputs, Level 3 \| Commercial Paper
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Marketable securities	$ 0	$ 0

Fair Value Measurements - Details of Impairment of Long-Lived Assets (Details) $ in Thousands	12 Months Ended
	Jan. 28, 2023 USD ($) store	Jan. 29, 2022 USD ($) store	Jan. 30, 2021 USD ($) store
Fair Value Disclosures [Abstract]
Carrying value of assets with impairment \| $	$ 17	$ 136	$ 955
Number of stores tested for impairment \| store	14	13	56
Number of stores with impairment \| store	4	1	12
Fair value of assets impaired \| $	$ 0	$ 0	$ 0

Fair Value Measurements - Additional Information (Details)	12 Months Ended
	Jan. 28, 2023 USD ($) store	Jan. 29, 2022 USD ($) store	Jan. 30, 2021 USD ($) store
Fair Value Disclosures [Abstract]
Number of stores with impairment \| store	4	1	12
Carrying value of long lived assets \| $	$ 100,000	$ 100,000	$ 1,000,000

Share Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021	Jun. 30, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of awards vesting (percent)	25.00%
Vesting period (in years)	4 years
Expiration period (in years)	10 years
Total intrinsic value of options exercised	$ 200	$ 8,400	$ 100
Total fair value of options vested	1,800	1,400	1,700
Proceeds from exercise of stock options	176	9,573	24
Tax benefit realized from stock options exercised	100	2,300	0
Share-based compensation expense	2,267	$ 1,920	2,036
Total unrecognized stock-based compensation expense related to unvested stock options and restricted stock grants	$ 4,000
Weighted average recognition period	2 years 4 months 24 days
proceeds from stock options - received			$ 100
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value (in dollars per share)		$ 16.01	$ 6.28
Fair value of stock vested	$ 300	$ 700	$ 200
Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of awards vesting (percent)	50.00%
Director \| Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	2 years
Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of awards vesting (percent)	25.00%
Employee \| Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	4 years
Stock Incentive Plan 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for issuance (in shares)	1,863,595
Stock Incentive Plan 2012 \| Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares authorized (up to)				6,613,900

Share-Based Compensation - Stock Option Activity Under Stock Option Plan (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Jan. 28, 2023 USD ($) $ / shares shares
Stock options
Beginning balance (in shares) \| shares	1,570,211
Granted (in shares) \| shares	522,500
Exercised (in shares) \| shares	(38,500)
Forfeited (in shares) \| shares	(120,500)
Expired (in shares) \| shares	(60,468)
Ending balance (in shares) \| shares	1,873,243
Exercisable ending balance (in shares) \| shares	739,043
Grant date weighted average exercise price
Grant date weighted average exercise price, Beginning balance (in dollars per share)	$ 9.02
Grant date weighted average exercise price, Granted (in dollars per share)	9.37
Grant date weighted average exercise price, Exercised (in dollars per share)	4.56
Grant date weighted average exercise price, Forfeited (in dollars per share)	9.65
Grant date weighted average exercise price, Expired (in dollars per share)	14.63
Grant date weighted average exercise price, Ending balance (in dollars per share)	8.99
Grant date weighted average exercise price, Exercisable ending balance (in dollars per share)	$ 9.70
Average remaining contractual life
Outstanding at end of period (in years)	7 years 3 months 18 days
Exercisable ending balance (in years)	5 years 6 months
Aggregate intrinsic value
Outstanding at end of period \| $	$ 1,996
Exercisable ending balance \| $	$ 693
Class A Common Stock
Aggregate intrinsic value
Market value per share (in dollars per share)	$ 8.70

Share-Based Compensation - Assumptions Used to Estimate Fair Value of Stock Options Granted (Details) - $ / shares	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Share-Based Payment Arrangement [Abstract]
Average fair value per option granted (in dollars per share)	$ 4.94	$ 5.74	$ 2.23
Expected option term (in years)	5 years 2 months 12 days	5 years 4 months 24 days	5 years 3 months 18 days
Expected volatility factor (percent)	58.60%	59.90%	57.50%
Risk-free interest rate (percent)	2.40%	0.90%	0.40%
Expected annual dividend yield (percent)	0.00%	0.00%	0.00%

Share-Based Compensation - Summary of Status of Non-Vested Restricted Stock (Details) - Non Vested	12 Months Ended
	Jan. 28, 2023 $ / shares shares
Shares
Beginning Balance (in shares) \| shares	45,464
Granted (in shares) \| shares	63,492
Vested (in shares) \| shares	(35,472)
Ending Balance (in shares) \| shares	73,484
Weighted average grant date fair value
Weighted average grant date fair value, Beginning Balance (in dollars per share) \| $ / shares	$ 10.56
Weighted average grant date fair value, Granted (in dollars per share) \| $ / shares	7.56
Weighted average grant date fair value, Vested (in dollars per share) \| $ / shares	9.02
Weighted average grant date fair value, Ending Balance (in dollars per share) \| $ / shares	$ 8.71

Share-Based Compensation - Schedule of Stock Based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation	$ 2,267	$ 1,920	$ 2,036
Less: Income tax benefit	(496)	(239)	(537)
Total share-based compensation, net of tax	1,771	1,681	1,499
Cost of Goods Sold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation	269	193	584
Selling, General and Administrative Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation	$ 1,998	$ 1,727	$ 1,452

Retirement Savings Plan - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Retirement Benefits [Abstract]
Age of employees covered by plan	21 years
Service period required (in months)	3 months
Total employer contribution	$ 1.2	$ 0.9	$ 0.0

Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Current:
Federal	$ (8)	$ 16,147	$ 2,279
State	622	6,094	1,284
Total current tax expense	614	22,241	3,563
Deferred:
Federal	2,308	709	(3,889)
State	568	(198)	(988)
Total deferred tax expense	2,876	511	(4,877)
Total income tax expense (benefit)	$ 3,490	$ 22,752	$ (1,314)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Reconciliation of Income Tax Expense to the Amount Computed at Federal Statutory Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Income Tax Disclosure [Abstract]
Federal taxes at statutory rate	$ 2,764	$ 18,270	$ (516)
State and local income taxes, net of federal benefit	754	4,480	(132)
Nondeductible executive compensation	100	660	0
Stock compensation discrete items	101	(828)	53
Tax credits	(231)	(137)	(166)
Enhanced contribution deduction	(147)	(92)	(77)
Return to provision adjustments	220	208	(582)
Other	(71)	191	106
Total income tax expense (benefit)	$ 3,490	$ 22,752	$ (1,314)

Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Jan. 28, 2023	Jan. 29, 2022
Deferred tax assets:
Lease liability	$ 63,562	$ 64,754
Share-based compensation	984	727
Inventories	2,120	2,056
Accrued expenses	1,307	1,807
Compensation and benefits	635	2,829
Deferred revenue	1,530	640
Other	848	570
Total deferred tax assets	70,986	73,383
Deferred tax liabilities:
Lease asset	(54,200)	(54,991)
Property and equipment	(7,014)	(5,746)
Prepaid expenses	(1,202)	(1,200)
Marketable securities	73	0
Total deferred tax liabilities	(62,489)	(61,937)
Net deferred tax asset	$ 8,497	$ 11,446

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Income Tax Disclosure [Abstract]
Unrecognized tax benefits	$ 0	$ 0
Interest or penalties related to unrecognized tax benefits	$ 0	$ 0	$ 0

Earnings (Loss) Per Share - Components of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items]
Net income (loss)	$ 9,677	$ 64,249	$ (1,145)
Weighted average basic shares outstanding (in shares)	30,115	30,560	29,697
Dilutive effect of stock options and restricted stock (in shares)	208	558	0
Weighted average shares for diluted earnings per share (in shares)	30,323	31,118	29,697
Class A and Class B common stock
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items]
Basic earnings per share of Class A and Class B common stock (in dollars per share)	$ 0.32	$ 2.10	$ (0.04)
Diluted earnings per share of Class A and Class B common stock (in dollars per share)	$ 0.32	$ 2.06	$ (0.04)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Earnings (Loss) Per Share - Additional Information (Details)	12 Months Ended
	Jan. 28, 2023 vote / shares
Class A Common Stock
Earnings Per Share [Line Items]
Number of votes	1
Class B Common Stock
Earnings Per Share [Line Items]
Number of votes	10

Earnings (Loss) Per Share - Anti-dilutive Securities (Details) - shares shares in Thousands	12 Months Ended
	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from the calculation of diluted earning per share	1,327	684	2,674
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from the calculation of diluted earning per share	1,317	684	2,602
Restricted stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from the calculation of diluted earning per share	10	0	72

Related Party Transactions - Additional Information (Details) $ in Thousands	12 Months Ended
	Jan. 28, 2023 USD ($) ft²
Presidents Charitable Organization, Tilly's Life Center
Related Party Transaction [Line Items]
Charitable pledge (up to) \| $	$ 200
Affiliated Entity \| 17 Pasteur, Irvine, California \| Building
Related Party Transaction [Line Items]
Net Rentable Area \| ft²	5,887

Stockholders' Equity (Details) - USD ($)							12 Months Ended
Stockholders' Equity (Details) - USD ($)	Dec. 15, 2021	Nov. 19, 2021	Jul. 09, 2021	Jun. 09, 2021	Feb. 26, 2020	Jan. 24, 2020	Jan. 28, 2023	Jan. 29, 2022	Jan. 30, 2021
Equity [Abstract]
Dividends paid per share (usd per share)		$ 1.00				$ 1.00
Payments of dividends	$ 30,900,000		$ 30,700,000	$ 1.00	$ 29,700,000		$ 0	$ 61,630,000	$ 29,677,000
Short swing profit settlement							$ 661,000	$ 0	$ 0

Share Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Jan. 28, 2023	Mar. 14, 2022
Subsequent Event [Line Items]
Number of shares authorized to be repurchased		2,000,000
Repurchase of common stock	$ 10,902
Stock repurchase program, remaining number of shares authorized to be repurchased	741,670
Class A Common Stock
Subsequent Event [Line Items]
Repurchase of common stock (in shares)	1,258,330
Stock repurchase program, weighted average price	$ 8.63
Repurchase of common stock	$ 10,900